TELADOC HEALTH, INC., 10-K filed on 2/23/2024
Annual Report
v3.24.0.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 16, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
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 Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 4,144,640,168
Entity Common Stock, Shares Outstanding   167,038,966  
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2024 annual meeting of stockholders are incorporated by reference in response to Part III of this Report to the extent stated herein.
    
Entity Central Index Key 0001477449    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location New York, New York
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 1,123,675 $ 918,182
Accounts receivable, net of allowance for doubtful accounts of $4,240 and $4,324 at December 31, 2023 and December 31, 2022, respectively 217,423 210,554
Inventories 29,513 56,342
Prepaid expenses and other current assets 118,437 130,310
Total current assets 1,489,048 1,315,388
Property and equipment, net 32,032 29,641
Goodwill 1,073,190 1,073,190
Intangible assets, net 1,677,781 1,836,765
Operating lease - right-of-use assets 40,060 41,831
Other assets 80,258 48,540
Total assets 4,392,369 4,345,355
Current liabilities:    
Accounts payable 43,637 47,690
Accrued expenses and other current liabilities 178,634 168,693
Accrued compensation 102,686 81,554
Deferred revenue-current 95,659 101,832
Total current liabilities 420,616 399,769
Other liabilities 1,080 1,618
Operating lease liabilities, net of current portion 42,837 38,042
Deferred revenue, net of current portion 13,623 11,954
Deferred taxes, net 49,452 50,939
Convertible senior notes, net 1,538,688 1,535,288
Commitments and contingencies (Note 17)
Stockholders’ equity:    
Common stock, $0.001 par value; 300,000,000 shares authorized; 166,658,253 shares and 162,840,360 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 167 163
Additional paid-in capital 17,591,551 17,358,645
Accumulated deficit (15,228,655) (15,008,287)
Accumulated other comprehensive loss (36,990) (42,776)
Total stockholders’ equity 2,326,073 2,307,745
Total liabilities and stockholders’ equity $ 4,392,369 $ 4,345,355
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Allowance for accounts receivable $ 4,240 $ 4,324
Common stock par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 300,000,000 300,000,000
Common stock, issued (in shares) 166,658,253 162,840,360
Common stock, outstanding (in shares) 166,658,253 162,840,360
v3.24.0.1
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707
Expenses:      
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 760,031 743,987 650,258
Operating expenses:      
Advertising and marketing 688,854 623,536 416,726
Sales 213,780 227,172 250,581
Technology and development 348,521 333,629 311,884
General and administrative 464,659 449,855 438,007
Acquisition, integration, and transformation costs 21,110 15,620 26,643
Restructuring costs 16,942 7,416 0
Depreciation 11,138 11,407 8,941
Amortization 325,933 244,620 195,298
Goodwill impairment 0 13,402,812 0
Total expenses 2,850,968 16,060,054 2,298,338
Loss from operations (248,553) (13,653,214) (265,631)
Loss on extinguishment of debt 0 0 43,748
Interest income (46,782) (12,674) (776)
Interest expense 22,282 21,944 81,141
Other (income) expense, net (4,445) 859 (5,088)
Loss before provision for income taxes (219,608) (13,663,343) (384,656)
Provision for income taxes 760 (3,812) 44,137
Net loss (220,368) (13,659,531) (428,793)
Other comprehensive income (loss), net of tax:      
Currency translation adjustment and other 5,786 (36,491) (24,803)
Comprehensive loss $ (214,582) $ (13,696,022) $ (453,596)
Net loss per share, basic (in dollars per share) $ (1.34) $ (84.60) $ (2.73)
Net loss per share, diluted (in dollars per share) $ (1.34) $ (84.60) $ (2.73)
Weighted-average shares used to compute basic net loss per share (in shares) 164,578,219 161,457,123 156,939,349
Weighted-average shares used to compute diluted net loss per share (in shares) 164,578,219 161,457,123 156,939,349
v3.24.0.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
2022 Notes
2025 Notes
Common Stock
Common Stock
2022 Notes
Common Stock
2025 Notes
Additional Paid-In Capital
Additional Paid-In Capital
Cumulative Effect, Period of Adoption, Adjustment
Additional Paid-In Capital
2022 Notes
Additional Paid-In Capital
2025 Notes
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Accumulated Other Comprehensive Gain (Loss)
Balance as of beginning of the period (in shares) at Dec. 31, 2020         150,281,099                  
Balance as of beginning of the period at Dec. 31, 2020 $ 15,883,804       $ 150     $ 16,857,797       $ (992,661)   $ 18,518
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Exercise of stock options (in shares)         2,340,025                  
Exercise of stock options 25,781       $ 2     25,779            
Issuance of common stock upon vesting of restricted stock units (in shares)         1,687,557                  
Issuance of common stock upon vesting of restricted stock units 0       $ 2     (2)            
Issuance of stock under employee stock purchase plan (in shares)         122,059                  
Issuance of stock under employee stock purchase plan 15,331             15,331            
Issuance of common stock for Notes (in shares)           1,058,373 5,185,491              
Issuance of common stock for Notes     $ 270,112 $ 920,891   $ 1 $ 5     $ 270,111 $ 920,886      
Equity portion of extinguishment of Notes     $ (223,929) $ (668,069)           $ (223,929) $ (668,069)      
Recovery of excess common stock issued for acquisition (in shares)         (205,279)                  
Recovery of excess common stock issued for acquisition (40,329)             (40,329)            
Stock-based compensation 315,761             315,761            
Other comprehensive income (loss), net of tax (24,803)                         (24,803)
Net loss (428,793)                     (428,793)    
Balance as of end of the period (in shares) at Dec. 31, 2021         160,469,325                  
Balance as of end of the period at Dec. 31, 2021 $ 16,045,757 $ (291,033)     $ 160     17,473,336 $ (363,731)     (1,421,454) $ 72,698 (6,285)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2020-06                          
Exercise of stock options (in shares)         591,213                  
Exercise of stock options $ 5,884       $ 1     5,883            
Issuance of common stock upon vesting of restricted stock units (in shares)         1,508,570                  
Issuance of common stock upon vesting of restricted stock units 0       $ 2     (2)            
Issuance of stock under employee stock purchase plan (in shares)         271,159                  
Issuance of stock under employee stock purchase plan 7,064             7,064            
Issuance of common stock for Notes (in shares)         93                  
Issuance of common stock for Notes 7             7            
Equity portion of extinguishment of Notes (2)             (2)            
Stock-based compensation 236,090             236,090            
Other comprehensive income (loss), net of tax (36,491)                         (36,491)
Net loss (13,659,531)                     (13,659,531)    
Balance as of end of the period (in shares) at Dec. 31, 2022         162,840,360                  
Balance as of end of the period at Dec. 31, 2022 $ 2,307,745       $ 163     17,358,645       (15,008,287)   (42,776)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Exercise of stock options (in shares) 175,761       175,761                  
Exercise of stock options $ 1,481       $ 0     1,481            
Issuance of common stock upon vesting of restricted stock units (in shares)         3,049,824                  
Issuance of common stock upon vesting of restricted stock units 0       $ 3     (3)            
Issuance of stock under employee stock purchase plan (in shares)         592,308                  
Issuance of stock under employee stock purchase plan 10,440       $ 1     10,439            
Stock-based compensation 220,989             220,989            
Other comprehensive income (loss), net of tax 5,786                         5,786
Net loss (220,368)                     (220,368)    
Balance as of end of the period (in shares) at Dec. 31, 2023         166,658,253                  
Balance as of end of the period at Dec. 31, 2023 $ 2,326,073       $ 167     $ 17,591,551       $ (15,228,655)   $ (36,990)
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net loss $ (220,368) $ (13,659,531) $ (428,793)
Adjustments to reconcile net loss to net cash flows from operating activities:      
Goodwill impairment 0 13,402,812 0
Depreciation 11,138 11,407 8,941
Amortization 325,933 244,620 195,298
Depreciation of rental equipment 2,602 2,859 3,333
Amortization of right-of-use assets 11,650 11,757 12,049
Provision for allowances 4,686 2,815 10,603
Stock-based compensation 201,550 217,852 302,586
Deferred income taxes (1,903) (7,840) 41,800
Accretion of interest 3,400 3,345 61,253
Loss on extinguishment of debt 0 0 40,652
Gain on sale of investment 0 0 (5,901)
Other, net (310) 7,584 (3,845)
Changes in operating assets and liabilities:      
Accounts receivable (10,252) (49,058) (11,172)
Prepaid expenses and other current assets 12,461 (41,081) (31,090)
Inventory 24,095 14,800 (19,494)
Other assets (23,052) (27,767) (3,547)
Accounts payable (4,185) 1,876 1,188
Accrued expenses and other current liabilities 9,069 61,217 18,175
Accrued compensation 19,180 (12,290) (4,675)
Deferred revenue (4,900) 15,240 20,554
Operating lease liabilities (10,224) (11,525) (16,532)
Other liabilities (549) 200 2,607
Net cash provided by operating activities 350,021 189,292 193,990
Cash flows from investing activities:      
Capital expenditures (11,464) (16,480) (8,534)
Capitalized software (144,884) (156,284) (55,400)
Proceeds from marketable securities 0 2,507 50,000
Proceeds from the sale of investment 0 0 10,901
Acquisitions of businesses, net of cash acquired 0 0 (78,663)
Other, net 1 2,514 8,715
Net cash used in investing activities (156,347) (167,743) (72,981)
Cash flows from financing activities:      
Net proceeds from the exercise of stock options 1,481 5,884 25,781
Proceeds from employee stock purchase plan 9,651 6,501 16,810
Cash received for withholding taxes on stock-based compensation, net (278) 124 3,422
Other, net 0 (6,012) (5,066)
Net cash provided by financing activities 10,854 6,497 40,947
Net increase in cash and cash equivalents 204,528 28,046 161,956
Effect of foreign currency exchange rate changes 965 (3,344) (1,800)
Cash and cash equivalents at beginning of the period 918,182 893,480 733,324
Cash and cash equivalents at end of the period 1,123,675 918,182 893,480
Income taxes paid 7,238 2,512 3,974
Interest paid 17,422 17,361 18,837
Supplemental disclosure of non-cash investing activities      
Accruals related to Property and equipment, net and Intangible assets, net $ 11,006 $ 8,216 $ 5,264
v3.24.0.1
Organization and Description of Business
 12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business 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.
v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies 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 two professional associations and 10 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 loss for the VIE were $241.7 million and $0.0 million, $244.5 million and $1.0 million and $230.2 million and $1.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $20.6 million and $106.7 million at December 31, 2023 and 2022, respectively. The VIE’s total liabilities, all of which were current, were $69.2 million and $143.8 million at December 31, 2023 and 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at December 31, 2023 and 2022, 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 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, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Annual Report on Form 10-K.
Segment Information
The Company operates as an 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 structure reflects how management allocates resources and assesses performance. See Note 18. “Segments” for further information.
Fair Value Measurements
The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.
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.
Revenue Recognition
The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606. ASC Topic 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 Topic 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:
•Identification of the contract, or contracts, with a Client.
•Identification of the performance obligations in the contract.
•Determination of the transaction price.
•Allocation of the transaction price to the performance obligations in the contract.
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
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.
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.
Revenue is also generated from contracts with Clients in hospital and health systems 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.
Revenue is also generated from contracts with Clients 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 are 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.
The Company’s Client agreements generally have a term of one to three years for the Integrated Care segment. The majority of Clients have a term of one year and renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide virtual healthcare services which occurs when the Company’s Clients and members have access to and obtain control of the virtual healthcare service or platform.
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 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. The Company estimates this amount based on historical experience.
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 or other value achievements or guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance or other available information 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, 2023, 2022, and 2021, revenue recognized from performance obligations for changes in estimated transaction price or Client performance guarantees was $14.7 million, $4.4 million, and $5.6 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 virtual therapy 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 virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit.
The BetterHelp service provides for member refunds. The Company estimates the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue. The Company issued refunds of approximately $93.0 million, $79.2 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, 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. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from: 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve-
month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.
Deferred Device and 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 device and contract costs that are to be amortized within twelve months are recorded to deferred device and contract costs, current and the remainder is recorded to deferred device and contract costs, noncurrent on the Company’s consolidated balance sheets.
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately)
Cost of revenue (exclusive of depreciation and amortization, which are 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
Research and development costs 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 changes in current revenues. Research and development costs are recorded as a component of technology and development in the Company’s consolidated statements of operations.
For the years ended December 31, 2023, 2022, and 2021, research and development costs of $124.6 million, $106.9 million, and $99.5 million, respectively, were 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. 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, which are 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 equipment3 years
Furniture and equipment5 years
Leasehold improvementsShorter of the lease term or the estimated useful lives of the improvements
Rental equipment4.3 years
Operating Leases
The Company accounts for its leases under the standards set forth under ASC Topic 842, “Leases". See Note 11. “Leases” for further information.
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. 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 to five years. For the Company’s development costs related to its software development tools that enable its members and providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to maintenance activities are expensed as incurred.
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. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in the Company's market capitalization, as indicated by its publicly quoted share price. As of December 31, 2023, 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 reporting units 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. Acquired technology is amortized over four to seven years using the straight-line method. Capitalized software development costs are amortized over three to five years using the straight-line method.
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
The Company's convertible senior notes are fully accounted for and carried as liabilities, net of debt discounts on the Company’s Consolidated Balance Sheets following its adoption of FASB 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.”
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. 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.
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. 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 under the terms of the awards at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. 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.
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.
Foreign Currency Translation
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity.
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 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, 2023, 2022, and 2021, advertising expenses were $613.9 million, $503.9 million, and $297.0 million, respectively.
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 holds a significant amount of its cash equivalents in a portfolio of government and institutional prime money market funds.
No customer represented over 10% of consolidated revenue for the years ended December 31, 2023, 2022, or 2021. For the Integrated Care Segment, a significant portion of its revenue is derived from large enterprises, mainly health plans. For the year ended December 31, 2023, revenue from the five largest customers was 34% of total Integrated Care segment revenue. For the BetterHelp segment, there is no significant concentration risk as substantially all revenue is generated from individuals in the direct-to-consumer market.
Seasonality
The Company’s business has historically been subject to seasonality. In the Company’s Integrated Care segment, a concentration of the Company’s new Client contracts have an effective date of January 1 as a result of many Clients’ introduction of new services at the start of each year. Therefore, while membership increases, utilization and enrollment rates are dampened until service delivery ramps up over the course of the year. In addition, 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.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Adopted Accounting Standards
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities
(i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” ASU
2021-08 is effective, on a prospective basis, for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023 and it did not have any impact on the Company’s financial statements.
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 did not have any 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. The adoption of ASU 2022-04 did not have any impact on the Company’s financial information.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning
after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2023-07 on its financial disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its financial disclosures.
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue, Deferred Revenue, and Deferred Costs and Other Revenue, Deferred Revenue, and Deferred Device and Contract Costs
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.
The following table presents the Company’s revenues disaggregated by revenue source (in thousands):
Year Ended December 31,
202320222021
Revenue by Type
Access fees$2,282,521 $2,103,814 $1,740,170 
Other319,894 303,026 292,537 
Total Revenue$2,602,415 $2,406,840 $2,032,707 
Revenue by Geography
U.S. revenue$2,237,533 $2,101,015 $1,774,024 
International revenue364,882 305,825 258,683 
Total Revenue$2,602,415 $2,406,840 $2,032,707 
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.
The following table summarizes deferred revenue activities for the periods presented (in thousands):
Year Ended December 31,
20232022
Beginning balance$113,786 $102,007 
 Cash collected87,683 100,028 
 Revenue recognized(92,187)(88,249)
Ending balance$109,282 $113,786 
The Company expects to recognize $94.7 million and $14.6 million of revenue in 2024 and 2025, respectively, related to future performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2023.
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,
2023		As of December 31,
2022
Deferred device and contract costs, current$32,703 $29,956 
Deferred device and contract costs, noncurrent17,573 8,404 
Total deferred device and contract costs$50,276 $38,360 
Deferred device and contract costs were as follows (in thousands):
Deferred Device and Contract Costs
Beginning balance as of December 31, 2022$38,360 
Additions57,964 
Cost of revenue recognized(46,048)
Ending balance as of December 31, 2023$50,276 
v3.24.0.1
Inventories
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following (in thousands):
As of December 31,
2023		As of December 31,
2022
Raw materials and purchased parts$9,338 $25,800 
Work in process299 394 
Finished goods19,876 30,148 
Total inventories$29,513 $56,342 
v3.24.0.1
Prepaid Expenses and Other Current Assets
 12 Months Ended
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
As of December 31,
2023		As of December 31,
2022
Prepaid expenses$65,651 $63,159 
Deferred device and contract costs, current32,703 29,956 
Other receivables12,640 25,091 
Other current assets7,443 12,104 
Total prepaid expenses and other current assets$118,437 $130,310 
v3.24.0.1
Goodwill
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
Goodwill consisted of the following (in thousands):
Teladoc Health Integrated CareBetterHelpTotal
Balance as of December 31, 2021$0 $0 $14,504,174 
Impairment0 0 (12,270,000)
Currency translation adjustment0 0 (28,172)
Reassignment to reporting units at October 1, 20221,132,812 1,073,190 2,206,002 
Impairment(1,132,812)0 (1,132,812)
Currency translation adjustment0 0 0 
Balance as of December 31, 20220 1,073,190 1,073,190 
Currency translation adjustment0 0 0 
Balance as of December 31, 2023$0 $1,073,190 $1,073,190 
There were no impairment charges recorded for goodwill or long-lived assets, including definite-lived intangibles, for the years ended December 31, 2023 or 2021. For the year ended December 31, 2022, a $13.4 billion non-deductible goodwill impairment charge, or $83.01 per basic and diluted share, was recognized, with impairment charges occurring in each of the three months ending March 31, 2022, June 30, 2022, and December 31, 2022.
The Company performed a qualitative assessment of goodwill for its BetterHelp reporting unit as of October 1, 2023. As part of the Company's qualitative analysis, it considered the performance of the reporting unit compared to expectations, forecasts for revenue and margin, macroeconomic conditions, industry and market trends, as well as other relevant entity-specific items. Based on this qualitative assessment, no indicators of impairment were identified. While it is believed that the assumptions used were reasonable, changes in these assumptions for the BetterHelp reporting unit, including lowering forecasts for revenue and margin, lowering the long-term growth rate, or changes in the future discount rate assumptions, could result in a future impairment. In addition, if the Company experiences sustained significant decreases in its share price, this may also result in the need to perform impairment assessments of goodwill and long-lived assets including definite-lived intangibles that could also result in future impairments.
During the year ended December 31, 2022, the Company experienced triggering events due to sustained decreases in its 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.
As of March 31, 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 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. 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 cash flows, including revenues, margin, and capital expenditures, as well as current market assumptions for the discount rate and revenue multiples, to reflect current market conditions and risk assessments. Based
on the result of the impairment test, the Company recognized an additional $2.6 billion non-deductible goodwill impairment charge, driven significantly by a decline in projected cash flows. Following this impairment, the Company reassigned the remaining $2.2 billion to its new reporting units using a relative fair value allocation approach. The Company performed tests of 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 post allocation goodwill impairment test on each of the reporting units was performed, the result of which was the recognition of an additional $1.1 billion of impairment on the goodwill assigned to the Company’s Teladoc Health Integrated Care reporting unit. The $3.8 billion non-cash charges had no impact on the provision for income taxes.
Both of these impairment assessments in the first half of 2022 reflected a 75%/25% allocation between the income and market approaches. The Company believed the 75% weighting to the income approach continues to be appropriate as it more directly reflected 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 DatesReporting UnitDiscount RatePeer Group Revenue Multiples
(Current Year/Subsequent Year)		Excess of Reporting Unit Fair Value over Carrying Value
March 31, 2022Consolidated12.0%
3.5x/3.0x
None
June 30, 2022Consolidated16.0%
2.0x/1.8x
None
October 1, 2022Consolidated,
Pre-reassignment		12.5%
1.65x/1.5x
None, Pre-reassignment
October 1, 2022Teladoc Health
Integrated Care		12.0%
1.2x/1.0x
No remaining goodwill
October 1, 2022BetterHelp13.5%
1.6x/1.3x
Significant amount
v3.24.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
As of December 31,
20232022
Computer equipment$35,992 $29,322 
Furniture and equipment14,661 14,861 
Leasehold improvement24,293 13,298 
Rental equipment15,106 12,679 
Construction in progress1,719 7,193 
Total91,771 77,353 
Accumulated depreciation(59,739)(47,712)
Property and equipment, net$32,032 $29,641 
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net and Certain Cloud Computing Costs Intangible Assets, Net and Certain Cloud Computing Costs
Intangible assets, net consisted of the following (dollars in thousands):
Useful
Life		Gross ValueAccumulated
Amortization		Net Carrying
Value		Weighted
Average
Remaining
Useful Life
(Years)
December 31, 2023
Client relationships
2 to 20 years
$1,460,857 $(391,196)$1,069,661 12.5
Trademarks
2 to 15 years
325,479 (189,330)136,149 6.9
Software
3 to 5 years
456,583 (161,108)295,475 2.5
Acquired technology
4 to 7 years
341,814 (165,318)176,496 3.7
Intangible assets, net$2,584,733 $(906,952)$1,677,781 9.3
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
Acquired 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
The following table presents the Company's amortization of intangible assets expense by component (in thousands):
Year Ended December 31,
202320222021
Amortization of acquired intangibles$242,976 $198,522 $180,249 
Amortization of capitalized software82,957 46,098 15,049 
Amortization of intangible assets expense$325,933 $244,620 $195,298 
During the second half of 2023, the Company initiated a strategy to transition the majority of its chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, the Company has accelerated the amortization associated with the Livongo trademark, increasing amortization expense in the year ended December 31, 2023, and in the year ending December 31, 2024, with corresponding reductions thereafter. The change in accounting estimate resulted in additional amortization expense of $37.5 million, or 0.23 per basic and diluted share, for the year ended December 31, 2023.
In the year ended December 31, 2022, the Company recognized impairments of capitalized software of the full value associated with certain international product programs totaling $9.9 million. This value was reported in amortization on the Company’s Consolidated Statement of Operations and Other Comprehensive Loss.
In January 2022, the Company embarked upon a two-year migration strategy that integrates and moves selected consumer brands, excluding Livongo and certain international 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 for both the years ended December 31, 2023 and 2022, compared with the year ended December 31, 2021.
Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2023 was as follows (in thousands):
Years Ending December 31,
2024$359,304 
2025275,347 
2026217,685 
2027150,996 
2028 and thereafter674,449 
$1,677,781 
Refer to Note 6. “Goodwill” for the results of impairment testing of the Company’s intangible assets, including goodwill.
Net cloud computing costs, which are primarily related to the implementation of the Company's CRM and ERP systems, are recorded in "Other assets" within the Company's Consolidated Balance Sheets. As of December 31, 2023 and 2022, those costs were $41.1 million and $25.4 million, respectively. The associated expense for cloud computing costs, which are recorded in general and administration expense, was $3.7 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively.
v3.24.0.1
Accrued Expenses and Other Current Liabilities
 12 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
As of December 31,
2023		As of December 31,
2022
Client performance guarantees$36,934 $18,687 
Marketing and advertising34,427 35,055 
Consulting fees/provider fees16,416 16,407 
Franchise, sales and other taxes12,933 10,994 
Operating lease liabilities – current10,752 13,592 
Professional fees9,910 10,152 
Information technology7,605 4,278 
Insurance5,777 5,981 
Staff augmentation4,287 3,391 
Lease abandonment obligation - current3,800 3,247 
Interest payable1,481 1,480 
Income taxes payable621 3,817 
Other33,691 41,612 
Total$178,634 $168,693 
v3.24.0.1
Convertible Senior Notes
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Convertible Senior Notes Convertible Senior Notes
Outstanding Convertible Senior Notes
As of December 31, 2023, 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 agreed to assume all of
Livongo’s rights and 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.
The following table presents certain terms of the Notes that were outstanding as of December 31, 2023:
2027 Notes2025 NotesLivongo Notes
Principal Amount Outstanding as of December 31, 2023 (in millions)$1,000.0 $0.7 $550.0 
Interest Rate Per Year1.25 %1.375 %0.875 %
Fair Value as of December 31, 2023 (in millions) (1)$822.0 $0.3 $513.7 
Fair Value as of December 31, 2022 (in millions) (1)$768.2 $0.3 $480.6 
Maturity DateJune 1, 2027May 15, 2025June 1, 2025
Optional Redemption DateJune 5, 2024May 22, 2022June 5, 2023
Conversion DateDecember 1, 2026November 15, 2024March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of December 31, 2023
4.125818.662113.94
Remaining Contractual Life as of December 31, 20233.4 years1.4 years1.4 years
(1)The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Summary of Significant Accounting Policies.”
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 the 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 five business day period after any 10 consecutive trading day period (or five 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.
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):
2027 NotesAs of December 31,
2023		As of December 31,
2022
Principal$1,000,000 $1,000,000 
Less: Debt discount, net (1)(12,033)(15,430)
Net carrying amount987,967 984,570 
2025 Notes
Principal725 725 
Less: Debt discount, net (1)(4)(7)
Net carrying amount721 718 
Livongo Notes
Principal550,000 550,000 
Less: Debt discount, net (1)0 0 
Net carrying amount550,000 550,000 
Total net carrying amount$1,538,688 $1,535,288 
(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 following table sets forth total interest expense recognized related to the Notes (in thousands):
Year Ended December 31,
2027 Notes202320222021
Contractual interest expense$12,500 $12,500 $12,500 
Amortization of debt discount3,396 3,342 37,070 
Total$15,896 $15,842 $49,570 
Effective interest rate 1.6 %1.6 %3.4 %
Year Ended December 31,
2025 Notes202320222021
Contractual interest expense$10 $10 $1,082 
Amortization of debt discount3 3 4,558 
Total$13 $13 $5,640 
Effective interest rate1.8 %1.8 %4.7 %
Year Ended December 31,
Livongo Notes202320222021
Contractual interest expense$4,813 $4,813 $4,813 
Amortization of debt discount0 0 19,310 
Total$4,813 $4,813 $24,123 
Effective interest rate0.9 %0.9 %5.2 %
Exchanges and Conversions of Convertible Senior Notes Due 2025
In 2021, the Company entered into privately negotiated agreements with certain holders of the 2025 Notes to exchange approximately $211.5 million aggregate principal amount of 2025 Notes for an aggregate of approximately 4.0 million shares of the Company’s common stock in private placement transactions pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, certain holders of the 2025 Notes converted their 2025 Notes in exchange for approximately 1.1 million shares of the Company’s common stock during the year ended December 31, 2021. As a result of the exchanges and conversions, the Company recorded a charge associated with the loss on extinguishment of debt net of transaction fees of $40.3 million during the year ended December 31, 2021.
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.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases 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 to nine years, with options to extend the lease term from one to five years. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the terms covering the right to use property, plant, or equipment for a stated period of time. For new and amended leases beginning in 2020 and after, the Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common
area maintenance) for its leases. The components of lease expense reflected in the consolidated statements of operations were as follows (in thousands):
Year Ended December 31,
Lease cost202320222021
Operating lease cost$15,458 $18,473 $14,087 
Short-term lease cost0 162 1,087 
Total lease cost$15,458 $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 Flows202320222021
Cash payment for operating cash flows used for operating leases$16,265 $16,854 $14,531 
Operating lease liabilities arising from obtaining right-of-use assets$14,437 $3,748 $11,598 
Other Information
Weighted-average remaining lease term (in years)5.545.555.71
Weighted-average discount rate6.33 %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):
Operating Leases:As of December 31,
2023
2024$13,500 
202512,299 
202611,145 
20278,123 
20285,946 
2029 and thereafter13,057 
Total future minimum payments64,070 
Less: imputed interest(10,481)
Present value of lease liabilities$53,589 
Accrued expenses and other current liabilities$10,752 
Operating lease liabilities, net of current portion$42,837 
The Company rents certain virtual healthcare platforms to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two to five years.
The Company recorded certain restructuring costs related to lease impairments and the related charges due to the abandonment and/or exit of excess leased office space. However, the lease liabilities related to these spaces remain an outstanding obligation of the Company as of December 31, 2023.
v3.24.0.1
Restructuring
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
The Company accounts for restructuring costs in accordance with ASC Subtopic 420-10, "Exit or Disposal Cost Obligations" and ASC Section 360-10-35, "Property, Plant and Equipment-Subsequent Measurement." The costs are
recorded to the "Restructuring costs" line item within the Company's Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized.
The Company recorded $16.9 million of restructuring costs during the year ended December 31, 2023, of which $7.9 million was related to employee transition, severance payments, employee benefits, and related costs and $9.0 million was related to costs associated with office space reductions, including $5.2 million of right-of-use assets impairment charges. The Company recorded $7.4 million of restructuring costs during the year ended December 31, 2022, of which $1.4 million was related to employee transition, severance payments, employee benefits, and related costs and $6.0 million was related to costs associated with office space reductions, including $2.2 million of right-of-use assets impairment charges. The portion of these amounts to be settled by cash disbursements was accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheets.
The table below summarizes the accrual and charges incurred with respect to the Company's restructuring that are included in the line items "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheet as of December 31, 2023 (in thousands):
Restructuring Plan
SeveranceLease TerminationTotal
Accrued Balance, January 1, 2022$0 $0 $0 
Initial costs1,359 3,815 5,174 
Cash payments(563)(568)(1,131)
Accrued Balance, December 31, 2022$796 $3,247 $4,043 
Additions7,890 3,847 11,737 
Cash payments(8,686)(3,294)(11,980)
Accrued Balance, December 31, 2023$0 $3,800 $3,800 
v3.24.0.1
Common Stock and Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Common Stock and Stockholders' Equity Common Stock and Stockholders’ Equity
Stock Plans
The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 14,424,377 shares available for grant under the 2023 Plans at December 31, 2023.
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):
Number of
Shares
Outstanding		Weighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Life in Years		Aggregate
Intrinsic
Value
Balance at December 31, 20224,243,934$27.79 6.10$19,541 
Stock option grants276,273$20.45 N/A
Stock options exercised(175,761)$8.42 N/A$3,016 
Stock options forfeited(162,259)$46.85 N/A
Balance at December 31, 20234,182,187$27.37 5.26$13,732 
Vested or expected to vest at December 31, 20234,182,187$27.37 5.26$13,732 
Exercisable at December 31, 20233,215,889$26.07 4.20$13,191 
The total grant-date fair value of stock options granted during the years ended December 31, 2023, 2022, and 2021 was $3.2 million, $26.8 million, and $7.4 million, respectively.
The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model.
The assumptions used are determined as follows:
Volatility. The expected volatility was derived from the historical volatilities of the Company’s stock price 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 zero.
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,
202320222021
Volatility
65.6% - 68.2%
56.7% - 68.7%
56.1% - 58.1%
Expected term (in years)4.34.14.1
Risk-free interest rate
3.68% - 4.67%
1.13% - 4.36%
0.31%-1.02%
Dividend yield000
Weighted-average fair value of underlying stock options$11.45$17.48$67.37
For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to stock options granted of $9.4 million, $20.3 million, and $93.0 million, respectively.
As of December 31, 2023, the Company had $15.0 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of approximately 2.1 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 to three years.
RSU activity under the Plans was as follows:
RSUsWeighted-Average
Grant Date
Fair Value Per RSU
Balance at December 31, 20226,481,669$63.63 
Granted7,518,577$26.12 
Vested and issued(3,224,764)$66.82 
Forfeited(1,323,070)$48.12 
Balance at December 31, 20239,452,412$34.70 
Vested and unissued at December 31, 2023162,171$31.98 
Non-vested at December 31, 20239,290,241$34.61 
The total grant-date fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $196.4 million, $322.2 million and $144.2 million, respectively.
For the years ended December 31, 2023, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $181.0 million, $179.4 million, and $182.4 million, respectively.
As of December 31, 2023, the Company had $239.7 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.8 years.
Performance Stock Units
Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“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:
SharesWeighted-Average
Grant Date
Fair Value Per PSU
Balance at December 31, 2022629,672$99.07 
Granted1,297,725$26.90 
Vested and issued(117,966)$153.96 
Forfeited(73,762)$43.77 
Performance adjustment (1)(283,282)$0.00 
Balance at December 31, 20231,452,387$36.82 
Vested and unissued at December 31, 202317,763$23.19 
Non-vested at December 31, 20231,434,624$34.57 
(1)Based on the Company's 2022 results, PSUs were attained at rates ranging from 0% to 86.25% of the target award.
The total grant-date fair value of PSUs granted during the years ended December 31, 2023, 2022, and 2021 was $34.9 million, $35.9 million, and $70.4 million, respectively.
For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to PSUs of $7.1 million, $15.1 million, and $22.0 million, respectively.
As of December 31, 2023, the Company had $31.5 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years.
Employee Stock Purchase Plan
In July 2015, the Company adopted the 2015 ESPP in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. A total of 4,113,343 shares of common stock have been reserved for issuance under this plan as of December 31, 2023. 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 2023, 2022, and 2021 the Company issued 592,308 shares, 271,159 shares, and 122,059 shares, respectively, under the ESPP. As of December 31, 2023, 2,800,781 shares remained available for issuance.
For the years ended December 31, 2023, 2022, and 2021, the Company recorded stock-based compensation expense related to the ESPP of $4.0 million, $3.0 million, and $5.2 million, respectively.
As of December 31, 2023, the Company had $1.1 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,
202320222021
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)$5,478 $6,468 $8,280 
Advertising and marketing15,300 14,083 18,952 
Sales35,449 43,183 71,475 
Technology and development58,336 64,577 95,561 
General and administrative86,987 89,541 108,318 
Total stock-based compensation expense$201,550 $217,852 $302,586 
Capitalized stock-based compensation19,439 18,238 13,175 
Total stock-based compensation$220,989 $236,090 $315,761 
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For financial reporting purposes, loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components (in thousands):
Year Ended December 31,
202320222021
Domestic$(192,665)$(13,303,130)$(365,762)
International(26,943)(360,213)(18,894)
Total$(219,608)$(13,663,343)$(384,656)
The provision for income taxes was comprised of the following components (in thousands):
Year Ended December 31,
202320222021
Current federal$0 $0 $0 
Current state1,439 3,007 567 
Current foreign1,225 1,021 2,595 
Total current2,664 4,028 3,162 
Deferred federal(3,946)770 49,008 
Deferred state5,388 (5,643)(6,276)
Deferred foreign(3,346)(2,967)(1,757)
Total deferred(1,904)(7,840)40,975 
Provision for income taxes$760 $(3,812)$44,137 
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,
202320222021
Tax at federal statutory rate21.0 %21.0 %21.0 %
Goodwill impairment0.0 (24.7)0.0 
State and local tax(1.3)4.2 7.7 
Acquisition expenses0.0 0.0 2.0 
Stock compensation(19.0)(0.3)6.7 
Non-deductible expenses0.2 0.0 (0.5)
Foreign rate differential0.4 0.0 0.2 
Change in valuation allowance(0.9)(0.1)(46.9)
Other(0.7)(0.1)(1.7)
Effective tax rate(0.3)%0.0 %(11.5)%
The Company’s deferred tax assets and liabilities consisted of the following (in thousands):
As of December 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$602,895 $658,409 
Accrued expenses and compensation3,684 4,933 
Stock-based compensation47,141 52,854 
Foreign tax credits and alternative minimum tax credits2,009 3,448 
Depreciation of property and equipment1,485 19 
Interest expense carryforward354 2,677 
Operating lease assets11,088 11,012 
Deferred revenue5,479 7,422 
Capitalized R&D43,629 21,987 
Other11,130 8,590 
Deferred tax assets728,894 771,351 
Valuation allowance(418,234)(415,751)
Net deferred tax assets310,660 355,600 
Deferred tax liabilities:
Operating lease liabilities(8,341)(8,701)
Depreciation of property and equipment0 (551)
Intangible assets(346,753)(396,408)
Other(5,018)(879)
Deferred tax liabilities(360,112)(406,539)
Net deferred tax liabilities$(49,452)$(50,939)
As of December 31, 2023, the Company had approximately $2,381.3 million of federal net operating loss (“NOL”) carryforwards, $1,347.4 million of state NOL carryforwards, and $85.7 million of foreign NOL carryforwards. The federal NOL carryforwards created starting in the year ended December 31, 2018 of $2,178.7 million will carry forward indefinitely, while the remaining federal NOL carryforwards of $202.6 million will begin to expire in 2028. A portion of the state and foreign NOL carryforwards will expire in 2024 and continue to expire in future years. As of December 31, 2023, the Company had approximately $2.0 million of foreign tax credits, which will continue to expire in 2024 and future years. As of December 31, 2023, the Company had no federal and state research and development credits.
As of December 31, 2023, the Company had a valuation allowance of approximately $418.2 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 $2.5 million from December 31, 2022, as a result of current year operational loss and the impact of lower stock compensation deductions for tax purposes compared to the GAAP accrual.
The following table presents a reconciliation of the beginning and ending amount of the gross unrecognized tax benefits for the years ended December 31, 2023, 2022, and 2021 (in thousands):
Year Ended December 31,
202320222021
Balance at beginning of the period$143,798 $110,848 $21,362 
Unrecognized tax benefits assumed in a business combination0 0 59,110 
Additions based on prior year tax positions6,677 12,151 43,399 
Additions based on current year tax positions21,091 20,799 1,490 
Statute of limitations expirations0 0 0 
Release0 0 (14,513)
Balance at end of the period$171,566 $143,798 $110,848 
The amount of unrecognized tax benefits as of December 31, 2023 that, if recognized, would reduce tax expense was approximately $171.6 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 2019 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 and one variable interest entity is separately under audit by the Internal Revenue Service for the 2020 and 2021 taxable years. 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.
During 2021, the Organization for Economic Co-operation and Development announced an agreed framework for “Pillar Two” and released detailed model rules for a global minimum corporate tax rate of fifteen percent (15%) which requires multilateral agreement(s) and/or country-specific legislative action to be effective. A few jurisdictions have implemented legislation with effective dates spanning from 2024 through 2026. The Company will continue to monitor further legislation by individual countries and is currently evaluating the potential impact of Pillar Two to its business in future periods. However, the Company is not likely to have any Pillar Two liability and minimal compliance responsibilities starting in 2024.
The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside from undistributed earnings of $13.5 million for certain of the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. as of December 31, 2023. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial.
v3.24.0.1
Net Loss per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Net Loss per Share Net Loss per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options and convertible notes, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. As of December 31, 2023, the Company had 4.2 million outstanding stock options, 9.5 million outstanding RSUs, 1.5 million outstanding PSUs, and 0.6 million issuable shares of common stock associated with the ESPP.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data):
Year Ended December 31,
202320222021
Net loss$(220,368)$(13,659,531)$(428,793)
Weighted-average shares used to compute basic and diluted net loss per share164,578,219161,457,123156,939,349
Net loss per share, basic and diluted$(1.34)$(84.60)$(2.73)
v3.24.0.1
401(k) Plan
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
401(k) Plan 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 $13.4 million, $12.1 million, and $11.3 million during the years ended December 31, 2023, 2022, and 2021, respectively.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments
The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which is presented in Note 10. Convertible Senior Notes, and its long-term operating leases, which is presented in Note 11. Leases.
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 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. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint. On November 17, 2023, the lead plaintiff filed an appeal in the United States Court of Appeals for the Second Circuit. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the appeal and any further proceedings in the lawsuit vigorously.
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’s subsidiary BetterHelp, Inc. (“BetterHelp”) received a Civil Investigative Demand from the U.S. Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether BetterHelp engaged in unfair business practices in violation of the Federal Trade Commission Act. In March 2023, BetterHelp and the FTC entered into a tentative settlement of all claims arising from the FTC’s investigation and agreed to a consent order that required the Company to make a $7.8 million payment to the FTC. The settlement, including the consent order, received final approval from the FTC on July 14, 2023.
There have been multiple putative class-action litigations filed against BetterHelp in connection with the above-referenced FTC settlement and consent order. The actions have been filed in California federal and state courts and in Canada. The cases are substantially similar, involving allegations of misleading patients as to BetterHelp’s use of patient data and associated alleged violations of law involving privacy, advertising, contract and tort. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuits vigorously.
On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously.
v3.24.0.1
Segments
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segments 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 (income) expense, net; interest income; interest expense; depreciation; 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 therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis. Other reflects certain revenues and charges not related to ongoing segment operations.
The CODM does not review any information regarding total assets on a segment basis. 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,
202320222021
Teladoc Health Integrated Care$1,468,794 $1,373,900 $1,300,878 
BetterHelp1,133,621 1,019,646 721,238 
Other (1)0 13,294 10,591 
Total Consolidated Revenue$2,602,415 $2,406,840 $2,032,707 
The following table presents Adjusted EBITDA by segment (in thousands):
Year Ended December 31,
202320222021
Teladoc Health Integrated Care$191,871 $135,153 $144,021 
BetterHelp136,249 114,116 121,702 
Other (1)0 (2,756)2,114 
Total Consolidated Adjusted EBITDA$328,120 $246,513 $267,837 
_________________________________________
(1)Other reflects certain revenues and expenses not related to ongoing segment operations.
The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands):
Year Ended
December 31,
202320222021
Teladoc Health Integrated Care$191,871 $135,153 $144,021 
BetterHelp136,249 114,116 121,702 
Other0 (2,756)2,114 
Total consolidated Adjusted EBITDA328,120 246,513 267,837 
Adjustments to reconcile to consolidated net loss:
Goodwill impairment0 (13,402,812)0 
Loss on extinguishment of debt0 0 (43,748)
Interest income 46,782 12,674 776 
Interest expense(22,282)(21,944)(81,141)
Other income (expense), net4,445 (859)5,088 
Depreciation(11,138)(11,407)(8,941)
Amortization(325,933)(244,620)(195,298)
Stock-based compensation(201,550)(217,852)(302,586)
Acquisition, integration, and transformation costs(21,110)(15,620)(26,643)
Restructuring costs(16,942)(7,416)0 
Loss before provision for income taxes(219,608)(13,663,343)(384,656)
Provision for income taxes(760)3,812 (44,137)
Net loss$(220,368)$(13,659,531)$(428,793)
Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):
As of December 31,
20232022
United States$28,096 $25,935 
Other3,936 3,706 
Total long-lived assets$32,032 $29,641 
v3.24.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsAs a result of its comprehensive operational review of the business to drive efficiency in order to reduce costs and improve profit growth, the Company expects to incur pre-tax charges in the range of $12 million to $16 million in the year ending December 31, 2024, of which approximately $11 million is expected to occur in the quarter ending March 31, 2024. The charges will primarily relate to employee transition, severance, employee benefits and other costs needed to execute on various optimization initiatives.
v3.24.0.1
Schedule II - Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2023
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
Valuation and Qualifying Accounts (in thousands):
DescriptionsBalance at
Beginning
of Period		ProvisionOtherWrite-offsBalance at
End
of Period
Allowance for Doubtful Accounts
2023$4,324 $4,686 $3,001 $(7,771)$4,240 
2022$11,269 $2,815 $464 $(10,224)$4,324 
2021$6,412 $10,603 $4,500 $(10,246)$11,269 
Income Tax Valuation Allowance
2023 (1)$415,751 $1,904 $579 $0 $418,234 
2022 (2)$335,809 $18,966 $60,976 $0 $415,751 
2021 (3)$107,984 $179,364 $48,461 $0 $335,809 
(1)Other reflects currency translation adjustments.
(2)Other primarily reflects adjustments related to the adoption of ASU 2020-06. For additional information, see Note 2. "Summary of Significant Accounting Policies" to the consolidated financial statements.
(3)Other primarily reflects adjustments i) recorded against goodwill related to the acquisition of Livongo and ii) recorded against additional paid-in capital related to the conversion of certain convertible senior notes. For additional information, see Note 10. "Convertible Senior Notes" to the consolidated financial statements.
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net loss $ (220,368) $ (13,659,531) $ (428,793)
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended 12 Months Ended
Dec. 31, 2023
shares
Dec. 31, 2023
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Terminated false  
Arnnon Geshuri [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On December 8, 2023, Arnnon Geshuri, our Chief People Officer, adopted a Rule 10b5-1 trading plan. Mr. Geshuri's trading plan provides for the exercise of up to 67,500 stock options and the sales of the underlying shares of our common stock through December 2024.
Name Arnnon Geshuri  
Title Chief People Officer  
Rule 10b5-1 Arrangement Adopted true  
Arrangement Duration 389 days  
Aggregate Available 67,500 67,500
Andrew Turitz August 2022 Plan [Member] | Andrew Turitz [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   On October 20, 2023, Andrew Turitz, our Executive Vice President of Corporate Development, terminated a Rule 10b5-1 Trading Plan, which was originally adopted on August 26, 2022 and modified on July 28, 2023, and provided for the sale of 10,000 shares of our common stock through October 2023.
Name Andrew Turitz  
Title Executive Vice President of Corporate Development  
Adoption Date August 26, 2022  
Rule 10b5-1 Arrangement Terminated true  
Arrangement Duration 431 days  
Aggregate Available 10,000 10,000
Andrew Turitz November 2023 Plan [Member] | Andrew Turitz [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On November 27, 2023, Mr. Turitz adopted a new Rule 10b5-1 trading plan. Mr. Turitz's trading plan provides for the sale of up to 17,547 shares of our common stock through December 2024.
Name Mr. Turitz  
Title Executive Vice President of Corporate Development  
Rule 10b5-1 Arrangement Adopted true  
Arrangement Duration 400 days  
Aggregate Available 17,547 17,547
v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
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 two professional associations and 10 professional corporations (collectively, the “THMG Association”).
Principles of Consolidation 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.
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 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, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Annual Report on Form 10-K.
Segment Information
Segment Information
The Company operates as an 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 structure reflects how management allocates resources and assesses performance. See Note 18. “Segments” for further information.
Fair Value Measurements
Fair Value Measurements
The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.
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.
Revenue Recognition/ Deferred Revenue/ Leases of Hosted Virtual Healthcare Platform
Revenue Recognition
The Company follows the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606. ASC Topic 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 Topic 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:
•Identification of the contract, or contracts, with a Client.
•Identification of the performance obligations in the contract.
•Determination of the transaction price.
•Allocation of the transaction price to the performance obligations in the contract.
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
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.
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.
Revenue is also generated from contracts with Clients in hospital and health systems 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.
Revenue is also generated from contracts with Clients 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 are 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.
The Company’s Client agreements generally have a term of one to three years for the Integrated Care segment. The majority of Clients have a term of one year and renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide virtual healthcare services which occurs when the Company’s Clients and members have access to and obtain control of the virtual healthcare service or platform.
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 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. The Company estimates this amount based on historical experience.
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 or other value achievements or guarantees, and health outcome guarantees. Performance guarantees are estimated at each reporting period based on the Company’s historical performance or other available information 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, 2023, 2022, and 2021, revenue recognized from performance obligations for changes in estimated transaction price or Client performance guarantees was $14.7 million, $4.4 million, and $5.6 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 virtual therapy 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 virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit.
The BetterHelp service provides for member refunds. The Company estimates the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue. The Company issued refunds of approximately $93.0 million, $79.2 million, and $67.0 million for the years ended December 31, 2023, 2022, and 2021, 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. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from: 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve-
month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.
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. 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.
Deferred Device and Contract Costs
Deferred Device and 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 device and contract costs that are to be amortized within twelve months are recorded to deferred device and contract costs, current and the remainder is recorded to deferred device and contract costs, 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 are shown separately)
Cost of revenue (exclusive of depreciation and amortization, which are 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
Research and development costs 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 changes in current revenues. Research and development costs are recorded as a component of technology and development in the Company’s consolidated statements of operations.
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. 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, which are 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/ Rental 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 equipment3 years
Furniture and equipment5 years
Leasehold improvementsShorter of the lease term or the estimated useful lives of the improvements
Rental equipment4.3 years
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.
Operating Leases
Operating Leases
The Company accounts for its leases under the standards set forth under ASC Topic 842, “Leases".
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 to five years. For the Company’s development costs related to its software development tools that enable its members and providers to interact, the Company capitalizes costs incurred during the application development stage. Costs related to maintenance activities are expensed as incurred.
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. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in the Company's market capitalization, as indicated by its publicly quoted share price. As of December 31, 2023, 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 reporting units 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. Acquired technology is amortized over four to seven years using the straight-line method. Capitalized software development costs are amortized over three to five years using the straight-line method.
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
The Company's convertible senior notes are fully accounted for and carried as liabilities, net of debt discounts on the Company’s Consolidated Balance Sheets following its adoption of FASB 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.”
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. 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 under the terms of the awards at the end of the performance period compared to the performance targets and generally range from 0% to 200% of the initial grant. 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.
Income Taxes
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.
Foreign Currency Translation
Foreign Currency Translation
Assets and liabilities of operations having non-U.S. dollar functional currencies are translated at year-end exchange rates, and income statement accounts are translated at weighted average exchange rates for the year. Gains or losses resulting from translating foreign currency financial statements are reflected in accumulated other comprehensive loss, a separate component of shareholders’ equity.
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.
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 holds a significant amount of its cash equivalents in a portfolio of government and institutional prime money market funds.
Reclassifications
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Adopted Accounting Standards and and Recently Issued Accounting Standards
Recently Adopted Accounting Standards
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities
(i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” ASU
2021-08 is effective, on a prospective basis, for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company adopted this guidance on January 1, 2023 and it did not have any impact on the Company’s financial statements.
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 did not have any 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. The adoption of ASU 2022-04 did not have any impact on the Company’s financial information.
Recently Issued Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning
after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2023-07 on its financial disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its financial disclosures.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Property and Equipment Estimated Useful Lives Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows:
Computer equipment3 years
Furniture and equipment5 years
Leasehold improvementsShorter of the lease term or the estimated useful lives of the improvements
Rental equipment4.3 years
Property and equipment, net, consisted of the following (in thousands):
As of December 31,
20232022
Computer equipment$35,992 $29,322 
Furniture and equipment14,661 14,861 
Leasehold improvement24,293 13,298 
Rental equipment15,106 12,679 
Construction in progress1,719 7,193 
Total91,771 77,353 
Accumulated depreciation(59,739)(47,712)
Property and equipment, net$32,032 $29,641 
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by revenue source (in thousands):
Year Ended December 31,
202320222021
Revenue by Type
Access fees$2,282,521 $2,103,814 $1,740,170 
Other319,894 303,026 292,537 
Total Revenue$2,602,415 $2,406,840 $2,032,707 
Revenue by Geography
U.S. revenue$2,237,533 $2,101,015 $1,774,024 
International revenue364,882 305,825 258,683 
Total Revenue$2,602,415 $2,406,840 $2,032,707 
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,
2023		As of December 31,
2022
Deferred device and contract costs, current$32,703 $29,956 
Deferred device and contract costs, noncurrent17,573 8,404 
Total deferred device and contract costs$50,276 $38,360 
Deferred device and contract costs were as follows (in thousands):
Deferred Device and Contract Costs
Beginning balance as of December 31, 2022$38,360 
Additions57,964 
Cost of revenue recognized(46,048)
Ending balance as of December 31, 2023$50,276 
Deferred Revenue Activities
The following table summarizes deferred revenue activities for the periods presented (in thousands):
Year Ended December 31,
20232022
Beginning balance$113,786 $102,007 
 Cash collected87,683 100,028 
 Revenue recognized(92,187)(88,249)
Ending balance$109,282 $113,786 
v3.24.0.1
Inventories (Tables)
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Inventories
Inventories consisted of the following (in thousands):
As of December 31,
2023		As of December 31,
2022
Raw materials and purchased parts$9,338 $25,800 
Work in process299 394 
Finished goods19,876 30,148 
Total inventories$29,513 $56,342 
v3.24.0.1
Prepaid Expenses and Other Current Assets (Tables)
 12 Months Ended
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets
As of December 31,
2023		As of December 31,
2022
Prepaid expenses$65,651 $63,159 
Deferred device and contract costs, current32,703 29,956 
Other receivables12,640 25,091 
Other current assets7,443 12,104 
Total prepaid expenses and other current assets$118,437 $130,310 
v3.24.0.1
Goodwill (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
Goodwill consisted of the following (in thousands):
Teladoc Health Integrated CareBetterHelpTotal
Balance as of December 31, 2021$0 $0 $14,504,174 
Impairment0 0 (12,270,000)
Currency translation adjustment0 0 (28,172)
Reassignment to reporting units at October 1, 20221,132,812 1,073,190 2,206,002 
Impairment(1,132,812)0 (1,132,812)
Currency translation adjustment0 0 0 
Balance as of December 31, 20220 1,073,190 1,073,190 
Currency translation adjustment0 0 0 
Balance as of December 31, 2023$0 $1,073,190 $1,073,190 
Significant Inputs Used in Goodwill Impairment Analysis on each Testing Date 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 DatesReporting UnitDiscount RatePeer Group Revenue Multiples
(Current Year/Subsequent Year)		Excess of Reporting Unit Fair Value over Carrying Value
March 31, 2022Consolidated12.0%
3.5x/3.0x
None
June 30, 2022Consolidated16.0%
2.0x/1.8x
None
October 1, 2022Consolidated,
Pre-reassignment		12.5%
1.65x/1.5x
None, Pre-reassignment
October 1, 2022Teladoc Health
Integrated Care		12.0%
1.2x/1.0x
No remaining goodwill
October 1, 2022BetterHelp13.5%
1.6x/1.3x
Significant amount
v3.24.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Depreciation is recorded using the straight-line method over the estimated useful lives of the respective asset as follows:
Computer equipment3 years
Furniture and equipment5 years
Leasehold improvementsShorter of the lease term or the estimated useful lives of the improvements
Rental equipment4.3 years
Property and equipment, net, consisted of the following (in thousands):
As of December 31,
20232022
Computer equipment$35,992 $29,322 
Furniture and equipment14,661 14,861 
Leasehold improvement24,293 13,298 
Rental equipment15,106 12,679 
Construction in progress1,719 7,193 
Total91,771 77,353 
Accumulated depreciation(59,739)(47,712)
Property and equipment, net$32,032 $29,641 
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs (Tables)
 12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net
Intangible assets, net consisted of the following (dollars in thousands):
Useful
Life		Gross ValueAccumulated
Amortization		Net Carrying
Value		Weighted
Average
Remaining
Useful Life
(Years)
December 31, 2023
Client relationships
2 to 20 years
$1,460,857 $(391,196)$1,069,661 12.5
Trademarks
2 to 15 years
325,479 (189,330)136,149 6.9
Software
3 to 5 years
456,583 (161,108)295,475 2.5
Acquired technology
4 to 7 years
341,814 (165,318)176,496 3.7
Intangible assets, net$2,584,733 $(906,952)$1,677,781 9.3
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
Acquired 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
Amortization of Intangible Assets Expense by Components
The following table presents the Company's amortization of intangible assets expense by component (in thousands):
Year Ended December 31,
202320222021
Amortization of acquired intangibles$242,976 $198,522 $180,249 
Amortization of capitalized software82,957 46,098 15,049 
Amortization of intangible assets expense$325,933 $244,620 $195,298 
Periodic Amortization to be Charged to Expense over the Remaining Life of Intangible Assets
Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of December 31, 2023 was as follows (in thousands):
Years Ending December 31,
2024$359,304 
2025275,347 
2026217,685 
2027150,996 
2028 and thereafter674,449 
$1,677,781 
v3.24.0.1
Accrued Expenses and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
As of December 31,
2023		As of December 31,
2022
Client performance guarantees$36,934 $18,687 
Marketing and advertising34,427 35,055 
Consulting fees/provider fees16,416 16,407 
Franchise, sales and other taxes12,933 10,994 
Operating lease liabilities – current10,752 13,592 
Professional fees9,910 10,152 
Information technology7,605 4,278 
Insurance5,777 5,981 
Staff augmentation4,287 3,391 
Lease abandonment obligation - current3,800 3,247 
Interest payable1,481 1,480 
Income taxes payable621 3,817 
Other33,691 41,612 
Total$178,634 $168,693 
v3.24.0.1
Convertible Senior Notes (Tables)
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt Outstanding
The following table presents certain terms of the Notes that were outstanding as of December 31, 2023:
2027 Notes2025 NotesLivongo Notes
Principal Amount Outstanding as of December 31, 2023 (in millions)$1,000.0 $0.7 $550.0 
Interest Rate Per Year1.25 %1.375 %0.875 %
Fair Value as of December 31, 2023 (in millions) (1)$822.0 $0.3 $513.7 
Fair Value as of December 31, 2022 (in millions) (1)$768.2 $0.3 $480.6 
Maturity DateJune 1, 2027May 15, 2025June 1, 2025
Optional Redemption DateJune 5, 2024May 22, 2022June 5, 2023
Conversion DateDecember 1, 2026November 15, 2024March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of December 31, 2023
4.125818.662113.94
Remaining Contractual Life as of December 31, 20233.4 years1.4 years1.4 years
(1)The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Summary of Significant Accounting Policies.”
Net Carrying Values of Debt
The net carrying values of the Notes consisted of the following (in thousands):
2027 NotesAs of December 31,
2023		As of December 31,
2022
Principal$1,000,000 $1,000,000 
Less: Debt discount, net (1)(12,033)(15,430)
Net carrying amount987,967 984,570 
2025 Notes
Principal725 725 
Less: Debt discount, net (1)(4)(7)
Net carrying amount721 718 
Livongo Notes
Principal550,000 550,000 
Less: Debt discount, net (1)0 0 
Net carrying amount550,000 550,000 
Total net carrying amount$1,538,688 $1,535,288 
(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.”
Total Interest Expense Recognized Related to Debt
The following table sets forth total interest expense recognized related to the Notes (in thousands):
Year Ended December 31,
2027 Notes202320222021
Contractual interest expense$12,500 $12,500 $12,500 
Amortization of debt discount3,396 3,342 37,070 
Total$15,896 $15,842 $49,570 
Effective interest rate 1.6 %1.6 %3.4 %
Year Ended December 31,
2025 Notes202320222021
Contractual interest expense$10 $10 $1,082 
Amortization of debt discount3 3 4,558 
Total$13 $13 $5,640 
Effective interest rate1.8 %1.8 %4.7 %
Year Ended December 31,
Livongo Notes202320222021
Contractual interest expense$4,813 $4,813 $4,813 
Amortization of debt discount0 0 19,310 
Total$4,813 $4,813 $24,123 
Effective interest rate0.9 %0.9 %5.2 %
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Components of Operating Lease Expense and Supplemental Information The components of lease expense reflected in the consolidated statements of operations were as follows (in thousands):
Year Ended December 31,
Lease cost202320222021
Operating lease cost$15,458 $18,473 $14,087 
Short-term lease cost0 162 1,087 
Total lease cost$15,458 $18,635 $15,174 
Supplemental information related to operating leases was as follows (dollars in thousands):
Year Ended December 31,
Consolidated Statements of Cash Flows202320222021
Cash payment for operating cash flows used for operating leases$16,265 $16,854 $14,531 
Operating lease liabilities arising from obtaining right-of-use assets$14,437 $3,748 $11,598 
Other Information
Weighted-average remaining lease term (in years)5.545.555.71
Weighted-average discount rate6.33 %6.08 %5.88 %
Future Minimum Lease Payments The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):
Operating Leases:As of December 31,
2023
2024$13,500 
202512,299 
202611,145 
20278,123 
20285,946 
2029 and thereafter13,057 
Total future minimum payments64,070 
Less: imputed interest(10,481)
Present value of lease liabilities$53,589 
Accrued expenses and other current liabilities$10,752 
Operating lease liabilities, net of current portion$42,837 
v3.24.0.1
Restructuring (Tables)
 12 Months Ended
Dec. 31, 2023
Restructuring and Related Activities [Abstract]  
Accrual and Charges Incurred Related to Restructuring
The table below summarizes the accrual and charges incurred with respect to the Company's restructuring that are included in the line items "Accrued expenses and other current liabilities" in the Company's Consolidated Balance Sheet as of December 31, 2023 (in thousands):
Restructuring Plan
SeveranceLease TerminationTotal
Accrued Balance, January 1, 2022$0 $0 $0 
Initial costs1,359 3,815 5,174 
Cash payments(563)(568)(1,131)
Accrued Balance, December 31, 2022$796 $3,247 $4,043 
Additions7,890 3,847 11,737 
Cash payments(8,686)(3,294)(11,980)
Accrued Balance, December 31, 2023$0 $3,800 $3,800 
v3.24.0.1
Common Stock and Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Stock Option Activity
Stock option activity under the Plans was as follows (in thousands, except share, per share amounts, and years):
Number of
Shares
Outstanding		Weighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Life in Years		Aggregate
Intrinsic
Value
Balance at December 31, 20224,243,934$27.79 6.10$19,541 
Stock option grants276,273$20.45 N/A
Stock options exercised(175,761)$8.42 N/A$3,016 
Stock options forfeited(162,259)$46.85 N/A
Balance at December 31, 20234,182,187$27.37 5.26$13,732 
Vested or expected to vest at December 31, 20234,182,187$27.37 5.26$13,732 
Exercisable at December 31, 20233,215,889$26.07 4.20$13,191 
Assumptions Used for Estimate of Fair Value of Options
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,
202320222021
Volatility
65.6% - 68.2%
56.7% - 68.7%
56.1% - 58.1%
Expected term (in years)4.34.14.1
Risk-free interest rate
3.68% - 4.67%
1.13% - 4.36%
0.31%-1.02%
Dividend yield000
Weighted-average fair value of underlying stock options$11.45$17.48$67.37
Restricted Stock Units Activity
RSU activity under the Plans was as follows:
RSUsWeighted-Average
Grant Date
Fair Value Per RSU
Balance at December 31, 20226,481,669$63.63 
Granted7,518,577$26.12 
Vested and issued(3,224,764)$66.82 
Forfeited(1,323,070)$48.12 
Balance at December 31, 20239,452,412$34.70 
Vested and unissued at December 31, 2023162,171$31.98 
Non-vested at December 31, 20239,290,241$34.61 
Performance-Based Units Activity
PSU activity under the Plans was as follows:
SharesWeighted-Average
Grant Date
Fair Value Per PSU
Balance at December 31, 2022629,672$99.07 
Granted1,297,725$26.90 
Vested and issued(117,966)$153.96 
Forfeited(73,762)$43.77 
Performance adjustment (1)(283,282)$0.00 
Balance at December 31, 20231,452,387$36.82 
Vested and unissued at December 31, 202317,763$23.19 
Non-vested at December 31, 20231,434,624$34.57 
(1)Based on the Company's 2022 results, PSUs were attained at rates ranging from 0% to 86.25% of the target award.
Total Compensation Costs for Stock-Based Awards
Total compensation costs for stock-based awards were as follows (in thousands):
Year Ended December 31,
202320222021
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)$5,478 $6,468 $8,280 
Advertising and marketing15,300 14,083 18,952 
Sales35,449 43,183 71,475 
Technology and development58,336 64,577 95,561 
General and administrative86,987 89,541 108,318 
Total stock-based compensation expense$201,550 $217,852 $302,586 
Capitalized stock-based compensation19,439 18,238 13,175 
Total stock-based compensation$220,989 $236,090 $315,761 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Loss Before Provision for Income Taxes Included in Certain Components
For financial reporting purposes, loss before provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components (in thousands):
Year Ended December 31,
202320222021
Domestic$(192,665)$(13,303,130)$(365,762)
International(26,943)(360,213)(18,894)
Total$(219,608)$(13,663,343)$(384,656)
Provision for Income Taxes in Certain Components
The provision for income taxes was comprised of the following components (in thousands):
Year Ended December 31,
202320222021
Current federal$0 $0 $0 
Current state1,439 3,007 567 
Current foreign1,225 1,021 2,595 
Total current2,664 4,028 3,162 
Deferred federal(3,946)770 49,008 
Deferred state5,388 (5,643)(6,276)
Deferred foreign(3,346)(2,967)(1,757)
Total deferred(1,904)(7,840)40,975 
Provision for income taxes$760 $(3,812)$44,137 
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,
202320222021
Tax at federal statutory rate21.0 %21.0 %21.0 %
Goodwill impairment0.0 (24.7)0.0 
State and local tax(1.3)4.2 7.7 
Acquisition expenses0.0 0.0 2.0 
Stock compensation(19.0)(0.3)6.7 
Non-deductible expenses0.2 0.0 (0.5)
Foreign rate differential0.4 0.0 0.2 
Change in valuation allowance(0.9)(0.1)(46.9)
Other(0.7)(0.1)(1.7)
Effective tax rate(0.3)%0.0 %(11.5)%
Deferred Tax Assets and Liabilities
The Company’s deferred tax assets and liabilities consisted of the following (in thousands):
As of December 31,
20232022
Deferred tax assets:
Net operating loss carryforwards$602,895 $658,409 
Accrued expenses and compensation3,684 4,933 
Stock-based compensation47,141 52,854 
Foreign tax credits and alternative minimum tax credits2,009 3,448 
Depreciation of property and equipment1,485 19 
Interest expense carryforward354 2,677 
Operating lease assets11,088 11,012 
Deferred revenue5,479 7,422 
Capitalized R&D43,629 21,987 
Other11,130 8,590 
Deferred tax assets728,894 771,351 
Valuation allowance(418,234)(415,751)
Net deferred tax assets310,660 355,600 
Deferred tax liabilities:
Operating lease liabilities(8,341)(8,701)
Depreciation of property and equipment0 (551)
Intangible assets(346,753)(396,408)
Other(5,018)(879)
Deferred tax liabilities(360,112)(406,539)
Net deferred tax liabilities$(49,452)$(50,939)
Reconciliation of Gross 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, 2023, 2022, and 2021 (in thousands):
Year Ended December 31,
202320222021
Balance at beginning of the period$143,798 $110,848 $21,362 
Unrecognized tax benefits assumed in a business combination0 0 59,110 
Additions based on prior year tax positions6,677 12,151 43,399 
Additions based on current year tax positions21,091 20,799 1,490 
Statute of limitations expirations0 0 0 
Release0 0 (14,513)
Balance at end of the period$171,566 $143,798 $110,848 
v3.24.0.1
Net Loss per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Basic and Diluted Net Loss per Share of Common Stock
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except shares and per share data):
Year Ended December 31,
202320222021
Net loss$(220,368)$(13,659,531)$(428,793)
Weighted-average shares used to compute basic and diluted net loss per share164,578,219161,457,123156,939,349
Net loss per share, basic and diluted$(1.34)$(84.60)$(2.73)
v3.24.0.1
Segments (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Reporting Information
The following table presents revenues by segment (in thousands):
Year Ended December 31,
202320222021
Teladoc Health Integrated Care$1,468,794 $1,373,900 $1,300,878 
BetterHelp1,133,621 1,019,646 721,238 
Other (1)0 13,294 10,591 
Total Consolidated Revenue$2,602,415 $2,406,840 $2,032,707 
The following table presents Adjusted EBITDA by segment (in thousands):
Year Ended December 31,
202320222021
Teladoc Health Integrated Care$191,871 $135,153 $144,021 
BetterHelp136,249 114,116 121,702 
Other (1)0 (2,756)2,114 
Total Consolidated Adjusted EBITDA$328,120 $246,513 $267,837 
_________________________________________
(1)Other reflects certain revenues and expenses not related to ongoing segment operations.
Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss
The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands):
Year Ended
December 31,
202320222021
Teladoc Health Integrated Care$191,871 $135,153 $144,021 
BetterHelp136,249 114,116 121,702 
Other0 (2,756)2,114 
Total consolidated Adjusted EBITDA328,120 246,513 267,837 
Adjustments to reconcile to consolidated net loss:
Goodwill impairment0 (13,402,812)0 
Loss on extinguishment of debt0 0 (43,748)
Interest income 46,782 12,674 776 
Interest expense(22,282)(21,944)(81,141)
Other income (expense), net4,445 (859)5,088 
Depreciation(11,138)(11,407)(8,941)
Amortization(325,933)(244,620)(195,298)
Stock-based compensation(201,550)(217,852)(302,586)
Acquisition, integration, and transformation costs(21,110)(15,620)(26,643)
Restructuring costs(16,942)(7,416)0 
Loss before provision for income taxes(219,608)(13,663,343)(384,656)
Provision for income taxes(760)3,812 (44,137)
Net loss$(220,368)$(13,659,531)$(428,793)
Geographic Data for Long-Lived Assets
Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):
As of December 31,
20232022
United States$28,096 $25,935 
Other3,936 3,706 
Total long-lived assets$32,032 $29,641 
v3.24.0.1
Summary of Significant Accounting Policies - Narrative (Details)
$ in Thousands
 12 Months Ended
Oct. 01, 2022
segment
Dec. 31, 2023
USD ($)
segment
professionalAssociation
reportingUnit
professionalCorporation
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Variable Interest Entity [Line Items]          
Number of professional associations consolidated as VIEs | professionalAssociation   2      
Number of professional corporations consolidated as VIEs | professionalCorporation   10      
Revenue   $ 2,602,415 $ 2,406,840 $ 2,032,707  
Net loss   220,368 13,659,531 428,793  
Assets   1,489,048 1,315,388    
Liabilities   420,616 399,769    
Stockholders deficit   $ (2,326,073) (2,307,745) (16,045,757) $ (15,883,804)
Number of reportable segments | segment 2 2      
Contract term   1 year      
Payment terms   30 days      
Revenue recognized related to prior periods   $ 14,700 4,400 5,600  
Refunds issued   $ 93,000 79,200 67,000  
Amortization term of deferred contract cost   4 years      
Subscription period   1 year      
Research and development expense   $ 124,600 106,900 99,500  
Number of reporting units | reportingUnit   2      
Convertible senior notes, net   $ 1,538,688 1,535,288    
Additional paid-in capital   (17,591,551) (17,358,645)    
Retained earnings   (15,228,655) (15,008,287)    
Net deferred tax liabilities   (49,452) (50,939)    
Advertising expense   $ 613,900 503,900 297,000  
Customer Concentration Risk | Revenue from Contract with Customer, Segment Benchmark | Five Largest Customers          
Variable Interest Entity [Line Items]          
Concentration risk   34.00%      
Cumulative Effect, Period of Adoption, Adjustment          
Variable Interest Entity [Line Items]          
Stockholders deficit       291,033  
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06          
Variable Interest Entity [Line Items]          
Convertible senior notes, net     306,300    
Additional paid-in capital     363,700    
Retained earnings     72,700    
Net deferred tax liabilities     $ 15,300    
ESPP          
Variable Interest Entity [Line Items]          
Maximum offering period   27 months      
Stock purchase price as a percentage of fair value   85.00%      
Rental equipment          
Variable Interest Entity [Line Items]          
Property and equipment, useful life   4 years 3 months 18 days      
Minimum          
Variable Interest Entity [Line Items]          
Contract term   1 year      
Minimum | Performance Shares          
Variable Interest Entity [Line Items]          
Actual performance compared to performance conditions percentage   0.00%      
Minimum | Software          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   3 years 3 years    
Minimum | Client relationships          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   2 years 2 years    
Minimum | Acquired technology          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   4 years 4 years    
Maximum          
Variable Interest Entity [Line Items]          
Contract term   3 years      
Maximum | Performance Shares          
Variable Interest Entity [Line Items]          
Actual performance compared to performance conditions percentage   200.00%      
Maximum | Software          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   5 years 5 years    
Maximum | Client relationships          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   20 years 20 years    
Maximum | Acquired technology          
Variable Interest Entity [Line Items]          
Finite-lived intangible asset, useful life   7 years 7 years    
Variable Interest Entity, Primary Beneficiary          
Variable Interest Entity [Line Items]          
Revenue   $ 241,700 $ 244,500 230,200  
Net loss   0 1,000 $ 1,600  
Assets   20,600 106,700    
Liabilities   69,200 143,800    
Stockholders deficit   $ 48,600 $ 37,100    
v3.24.0.1
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details)
Dec. 31, 2023
Computer equipment  
Property, Plant and Equipment [Line Items]  
Useful life 3 years
Furniture and equipment  
Property, Plant and Equipment [Line Items]  
Useful life 5 years
Rental equipment  
Property, Plant and Equipment [Line Items]  
Useful life 4 years 3 months 18 days
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707
U.S. revenue      
Disaggregation of Revenue [Line Items]      
Revenue 2,237,533 2,101,015 1,774,024
International revenue      
Disaggregation of Revenue [Line Items]      
Revenue 364,882 305,825 258,683
Access fees      
Disaggregation of Revenue [Line Items]      
Revenue 2,282,521 2,103,814 1,740,170
Other      
Disaggregation of Revenue [Line Items]      
Revenue $ 319,894 $ 303,026 $ 292,537
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Revenue Activities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Contract With Customer Liability [Roll Forward]    
Beginning balance $ 113,786 $ 102,007
Cash collected 87,683 100,028
Revenue recognized (92,187) (88,249)
Ending balance $ 109,282 $ 113,786
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other - Narrative (Details)
$ in Millions
Dec. 31, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Concentration Risk [Line Items]  
Revenue recognized, performance obligation $ 94.7
Period of performance obligation 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Concentration Risk [Line Items]  
Revenue recognized, performance obligation $ 14.6
Period of performance obligation 12 months
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Device and Contract Costs (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Deferred device and contract costs, current $ 32,703 $ 29,956
Deferred device and contract costs, noncurrent 17,573 8,404
Total deferred device and contract costs $ 50,276 $ 38,360
v3.24.0.1
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Device and Contract Costs Rollforward (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Deferred Device Cost And Other [Roll Forward]  
Beginning balance as of December 31, 2022 $ 38,360
Additions 57,964
Cost of revenue recognized (46,048)
Ending balance as of December 31, 2023 $ 50,276
v3.24.0.1
Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials and purchased parts $ 9,338 $ 25,800
Work in process 299 394
Finished goods 19,876 30,148
Total inventories $ 29,513 $ 56,342
v3.24.0.1
Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 65,651 $ 63,159
Deferred device and contract costs, current 32,703 29,956
Other receivables 12,640 25,091
Other current assets 7,443 12,104
Total prepaid expenses and other current assets $ 118,437 $ 130,310
v3.24.0.1
Goodwill - Summary of Goodwill (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 01, 2023
Oct. 01, 2022
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]                  
Beginning balance         $ 14,504,174,000 $ 14,504,174,000 $ 1,073,190,000 $ 14,504,174,000  
Impairment     $ (1,132,812,000) $ (3,000,000,000) (6,600,000,000) (12,270,000,000) 0 (13,402,812,000) $ 0
Currency translation adjustment     0     (28,172,000) 0    
Reassignment to reporting units at October 1, 2022   $ 2,206,002,000              
Ending balance     1,073,190,000       1,073,190,000 1,073,190,000 14,504,174,000
Teladoc Health Integrated Care                  
Goodwill [Roll Forward]                  
Beginning balance         0 0 0 0  
Impairment     (1,132,812,000)     0      
Currency translation adjustment     0     0 0    
Reassignment to reporting units at October 1, 2022   1,132,812,000              
Ending balance     0       0 0 0
BetterHelp                  
Goodwill [Roll Forward]                  
Beginning balance         $ 0 0 1,073,190,000 0  
Impairment $ 0   0     0      
Currency translation adjustment     0     $ 0 0    
Reassignment to reporting units at October 1, 2022   $ 1,073,190,000              
Ending balance     $ 1,073,190,000       $ 1,073,190,000 $ 1,073,190,000 $ 0
v3.24.0.1
Goodwill - Narrative (Details)
 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Oct. 01, 2023
USD ($)
Oct. 01, 2022
USD ($)
segment
Dec. 31, 2022
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Jun. 30, 2022
Sep. 30, 2022
USD ($)
Dec. 31, 2023
USD ($)
segment
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
Goodwill [Line Items]                    
Goodwill impairment     $ 1,132,812,000 $ 3,000,000,000 $ 6,600,000,000   $ 12,270,000,000 $ 0 $ 13,402,812,000 $ 0
Impairment of long lived assets               0   0
Impairment of intangible assets, finite-lived               $ 0   $ 0
Goodwill impairment loss per share, basic and diluted (in dollars per share) | $ / shares                 $ 83.01  
Number of reportable segments | segment   2           2    
Reassignment of goodwill to reporting units   $ 2,206,002,000                
BetterHelp                    
Goodwill [Line Items]                    
Goodwill impairment $ 0   $ 0       $ 0      
Reassignment of goodwill to reporting units   1,073,190,000                
Valuation, Income Approach                    
Goodwill [Line Items]                    
Valuation approach, allocation percentage           75.00%   75.00%    
Valuation, Market Approach                    
Goodwill [Line Items]                    
Valuation approach, allocation percentage           25.00%        
Existing Reporting Units                    
Goodwill [Line Items]                    
Goodwill impairment   2,600,000,000                
New Reporting Units                    
Goodwill [Line Items]                    
Reassignment of goodwill to reporting units   2,200,000,000                
Teladoc Health Integrated Care Reporting Unit                    
Goodwill [Line Items]                    
Goodwill impairment   1,100,000,000                
Non cash charges on goodwill   $ 3,800,000,000                
v3.24.0.1
Goodwill - Significant Inputs Used in Goodwill Impairment Analysis on each Testing Date (Details)
Oct. 01, 2023
Jun. 30, 2023
Mar. 31, 2023
Oct. 01, 2022
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Goodwill [Line Items]            
Excess of Reporting Unit Fair Value over Carrying Value       $ 0 $ 0 $ 0
Discount Rate            
Goodwill [Line Items]            
Goodwill measurement input       12.5 16.0 12.0
Peer Group Revenue Multiples            
Goodwill [Line Items]            
Goodwill measurement input 1.5 1.8 3.0 1.65 2.0 3.5
Teladoc Health Integrated Care | Discount Rate            
Goodwill [Line Items]            
Goodwill measurement input       12.0    
Teladoc Health Integrated Care | Peer Group Revenue Multiples            
Goodwill [Line Items]            
Goodwill measurement input 1.0     1.2    
BetterHelp | Discount Rate            
Goodwill [Line Items]            
Goodwill measurement input       13.5    
BetterHelp | Peer Group Revenue Multiples            
Goodwill [Line Items]            
Goodwill measurement input 1.3     1.6    
v3.24.0.1
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total $ 91,771 $ 77,353
Accumulated depreciation (59,739) (47,712)
Property and equipment, net 32,032 29,641
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total 35,992 29,322
Furniture and equipment    
Property, Plant and Equipment [Line Items]    
Total 14,661 14,861
Leasehold improvement    
Property, Plant and Equipment [Line Items]    
Total 24,293 13,298
Rental equipment    
Property, Plant and Equipment [Line Items]    
Total 15,106 12,679
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total $ 1,719 $ 7,193
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Jan. 01, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]        
Gross Value $ 2,584,733 $ 2,421,251    
Accumulated Amortization (906,952) (584,486)    
Net Carrying Value $ 1,677,781 $ 1,836,765    
Weighted Average        
Finite-Lived Intangible Assets [Line Items]        
Weighted Average Remaining Useful Life (Years) 9 years 3 months 18 days 10 years 4 months 24 days    
Client relationships        
Finite-Lived Intangible Assets [Line Items]        
Gross Value $ 1,460,857 $ 1,458,384    
Accumulated Amortization (391,196) (291,993)    
Net Carrying Value $ 1,069,661 $ 1,166,391    
Client relationships | Minimum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 2 years 2 years    
Client relationships | Maximum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 20 years 20 years    
Client relationships | Weighted Average        
Finite-Lived Intangible Assets [Line Items]        
Weighted Average Remaining Useful Life (Years) 12 years 6 months 13 years 6 months    
Trademarks        
Finite-Lived Intangible Assets [Line Items]        
Gross Value $ 325,479 $ 325,171    
Accumulated Amortization (189,330) (98,303)    
Net Carrying Value $ 136,149 $ 226,868    
Trademarks | Minimum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 2 years 2 years    
Trademarks | Maximum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 15 years 15 years    
Trademarks | Weighted Average        
Finite-Lived Intangible Assets [Line Items]        
Weighted Average Remaining Useful Life (Years) 6 years 10 months 24 days 7 years 7 years 6 months 9 years 6 months
Software        
Finite-Lived Intangible Assets [Line Items]        
Gross Value $ 456,583 $ 294,629    
Accumulated Amortization (161,108) (78,373)    
Net Carrying Value $ 295,475 $ 216,256    
Software | Minimum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 3 years 3 years    
Software | Maximum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 5 years 5 years    
Software | Weighted Average        
Finite-Lived Intangible Assets [Line Items]        
Weighted Average Remaining Useful Life (Years) 2 years 6 months 2 years 8 months 12 days    
Acquired technology        
Finite-Lived Intangible Assets [Line Items]        
Gross Value $ 341,814 $ 343,067    
Accumulated Amortization (165,318) (115,817)    
Net Carrying Value $ 176,496 $ 227,250    
Acquired technology | Minimum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 4 years 4 years    
Acquired technology | Maximum        
Finite-Lived Intangible Assets [Line Items]        
Useful Life 7 years 7 years    
Acquired technology | Weighted Average        
Finite-Lived Intangible Assets [Line Items]        
Weighted Average Remaining Useful Life (Years) 3 years 8 months 12 days 4 years 8 months 12 days    
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs - Amortization by Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]      
Amortization of capitalized software $ 82,957 $ 46,098 $ 15,049
Amortization of intangible assets 325,933 244,620 195,298
Amortization of acquired intangibles      
Finite-Lived Intangible Assets [Line Items]      
Amortization of intangible assets $ 242,976 $ 198,522 $ 180,249
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 31, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jan. 01, 2022
Finite-Lived Intangible Assets [Line Items]          
Amortization   $ 325,933 $ 244,620 $ 195,298  
Basic share (in dollars per share)   $ (1.34) $ (84.60) $ (2.73)  
Diluted share (in dollars per share)   $ (1.34) $ (84.60) $ (2.73)  
Capitalized software impairments     $ 9,900    
Migration strategy period 2 years        
Additional amortization expense related to two-year migration strategy   $ 23,200 23,200    
Net cloud computing costs   41,100 25,400    
Cloud computing expense   3,700 $ 1,900    
Change in Accounting Method Accounted for as Change in Estimate          
Finite-Lived Intangible Assets [Line Items]          
Amortization   $ 37,500      
Basic share (in dollars per share)   $ 0.23      
Diluted share (in dollars per share)   $ 0.23      
Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted average life   9 years 3 months 18 days 10 years 4 months 24 days    
Trademarks | Weighted Average          
Finite-Lived Intangible Assets [Line Items]          
Weighted average life   6 years 10 months 24 days 7 years 9 years 6 months 7 years 6 months
v3.24.0.1
Intangible Assets, Net and Certain Cloud Computing Costs - Periodic Amortization to be Charged to Expense over the Remaining Life of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 359,304  
2025 275,347  
2026 217,685  
2027 150,996  
2028 and thereafter 674,449  
Net Carrying Value $ 1,677,781 $ 1,836,765
v3.24.0.1
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Total Total
Client performance guarantees $ 36,934 $ 18,687
Marketing and advertising 34,427 35,055
Consulting fees/provider fees 16,416 16,407
Franchise, sales and other taxes 12,933 10,994
Operating lease liabilities – current 10,752 13,592
Professional fees 9,910 10,152
Information technology 7,605 4,278
Insurance 5,777 5,981
Staff augmentation 4,287 3,391
Lease abandonment obligation - current 3,800 3,247
Interest payable 1,481 1,480
Income taxes payable 621 3,817
Other 33,691 41,612
Total $ 178,634 $ 168,693
v3.24.0.1
Convertible Senior Notes - Narrative (Details)
$ / shares in Units, $ in Thousands, shares in Millions
 1 Months Ended 12 Months Ended
May 19, 2020
USD ($)
May 08, 2018
USD ($)
Mar. 31, 2021
USD ($)
Dec. 31, 2023
USD ($)
day
debtInstrument
$ / shares
shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
shares
Jun. 04, 2020
USD ($)
Jun. 27, 2017
USD ($)
Debt Instrument [Line Items]                
Loss on extinguishment of debt       $ 0 $ 0 $ 43,748    
Convertible Notes Payable                
Debt Instrument [Line Items]                
Principal multiple amount used in the conversion of the debt instrument       $ 1        
Convertible debt, threshold, trading days (in days) | day       20        
Convertible debt, threshold, consecutive trading days (in days) | day       30        
Minimum percentage of common stock price as a percentage of the conversion price       130.00%        
Convertible debt, business days, measurement period (in days) | day       5        
Convertible debt, consecutive trading days, measurement period (in days) | day       10        
Trading price threshold       98.00%        
Shares reserved for issuance under the plan (in shares) | shares       8.7        
2027 Notes, 2025 Notes and the 2022 Notes                
Debt Instrument [Line Items]                
Trading day observation period (in days) | day       25        
2027 Notes, 2025 Notes and Livongo Notes | Convertible Debt                
Debt Instrument [Line Items]                
Number of convertible debt instruments | debtInstrument       3        
2027 Notes                
Debt Instrument [Line Items]                
Face amount $ 1,000,000     $ 1,000,000 1,000,000      
Interest rate 1.25%              
Net proceeds from issuance of Notes $ 975,900              
Offering costs $ 24,100              
2025 Notes                
Debt Instrument [Line Items]                
Face amount   $ 287,500   725 725      
Interest rate   1.375%            
Net proceeds from issuance of Notes   $ 279,100            
Offering costs   $ 8,400            
Principal amount of debt exchanged           211,500    
Loss on extinguishment of debt           $ 40,300    
2025 Notes | Private Placement                
Debt Instrument [Line Items]                
Shares issued for conversion/exchange of debt (in shares) | shares           4.0    
2025 Notes | Debt Conversion Other Than Private Placement                
Debt Instrument [Line Items]                
Shares issued for conversion/exchange of debt (in shares) | shares           1.1    
Livongo Notes                
Debt Instrument [Line Items]                
Face amount       $ 550,000 $ 550,000   $ 550,000  
Interest rate             0.875%  
Convertible debt, threshold, trading days preceding maturity date (in days) | day       41        
Convertible debt, consecutive trading days, measurement period (in days) | day       5        
Trading day observation period (in days) | day       40        
Convertible debt, reference property rate       0.592        
Convertible debt, reference property , conversion price (in dollars per share) | $ / shares       $ 4.24        
Percentage of principal for repurchase price       1        
2022 Notes                
Debt Instrument [Line Items]                
Face amount               $ 275,000
Interest rate               3.00%
Shares issued for conversion/exchange of debt (in shares) | shares           1.1    
Loss on extinguishment of debt           $ 3,400    
Cash exchanged, redemption of convertible notes     $ 100          
v3.24.0.1
Convertible Senior Notes - Debt Outstanding (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
2027 Notes    
Debt Instrument [Line Items]    
Principal Amount Outstanding $ 1,000,000  
Interest Rate Per Year 1.25%  
Fair value $ 822,000 $ 768,200
Conversion ratio 0.0041258  
Remaining contractual life 3 years 4 months 24 days  
2025 Notes    
Debt Instrument [Line Items]    
Principal Amount Outstanding $ 700  
Interest Rate Per Year 1.375%  
Fair value $ 300 300
Conversion ratio 0.0186621  
Remaining contractual life 1 year 4 months 24 days  
Livongo Notes    
Debt Instrument [Line Items]    
Principal Amount Outstanding $ 550,000  
Interest Rate Per Year 0.875%  
Fair value $ 513,700 $ 480,600
Conversion ratio 0.01394  
Remaining contractual life 1 year 4 months 24 days  
Convertible Notes Payable    
Debt Instrument [Line Items]    
Principal multiple amount used in the conversion of the debt instrument $ 1  
v3.24.0.1
Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Jun. 04, 2020
May 19, 2020
May 08, 2018
Debt Instrument [Line Items]          
Net carrying amount $ 1,538,688 $ 1,535,288      
2027 Notes          
Debt Instrument [Line Items]          
Principal 1,000,000 1,000,000   $ 1,000,000  
Less: Debt discount, net (12,033) (15,430)      
Net carrying amount 987,967 984,570      
2025 Notes          
Debt Instrument [Line Items]          
Principal 725 725     $ 287,500
Less: Debt discount, net (4) (7)      
Net carrying amount 721 718      
Livongo Notes          
Debt Instrument [Line Items]          
Principal 550,000 550,000 $ 550,000    
Less: Debt discount, net 0 0      
Net carrying amount $ 550,000 $ 550,000      
v3.24.0.1
Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
2027 Notes      
Debt Instrument [Line Items]      
Contractual interest expense $ 12,500 $ 12,500 $ 12,500
Amortization of debt discount 3,396 3,342 37,070
Total $ 15,896 $ 15,842 $ 49,570
Effective interest rate 1.60% 1.60% 3.40%
2025 Notes      
Debt Instrument [Line Items]      
Contractual interest expense $ 10 $ 10 $ 1,082
Amortization of debt discount 3 3 4,558
Total $ 13 $ 13 $ 5,640
Effective interest rate 1.80% 1.80% 4.70%
Livongo Notes      
Debt Instrument [Line Items]      
Contractual interest expense $ 4,813 $ 4,813 $ 4,813
Amortization of debt discount 0 0 19,310
Total $ 4,813 $ 4,813 $ 24,123
Effective interest rate 0.90% 0.90% 5.20%
v3.24.0.1
Leases - Narrative (Details)
Dec. 31, 2023
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 9 years
Options to extend lease terms 5 years
Lessor lease term 5 years
v3.24.0.1
Leases - Components of Operating Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lease cost      
Operating lease cost $ 15,458 $ 18,473 $ 14,087
Short-term lease cost 0 162 1,087
Total lease cost $ 15,458 $ 18,635 $ 15,174
v3.24.0.1
Leases - Supplemental Information Related to Operating Leases (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Consolidated Statements of Cash Flows      
Cash payment for operating cash flows used for operating leases $ 16,265 $ 16,854 $ 14,531
Operating lease liabilities arising from obtaining right-of-use assets $ 14,437 $ 3,748 $ 11,598
Other Information      
Weighted-average remaining lease term 5 years 6 months 14 days 5 years 6 months 18 days 5 years 8 months 15 days
Weighted-average discount rate 6.33% 6.08% 5.88%
v3.24.0.1
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Operating Leases:    
2024 $ 13,500  
2025 12,299  
2026 11,145  
2027 8,123  
2028 5,946  
2029 and thereafter 13,057  
Total future minimum payments 64,070  
Less: imputed interest (10,481)  
Present value of lease liabilities 53,589  
Accrued expenses and other current liabilities $ 10,752 $ 13,592
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued expenses and other current liabilities Accrued expenses and other current liabilities
Operating lease liabilities, net of current portion $ 42,837 $ 38,042
v3.24.0.1
Restructuring - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]      
Restructuring costs $ 16,942 $ 7,416 $ 0
Severance      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 7,900 1,400  
Lease Termination      
Restructuring Cost and Reserve [Line Items]      
Restructuring costs 9,000 6,000  
Right-of-use asset impairment $ 5,200 $ 2,200  
v3.24.0.1
Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) - Restructuring Plan - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Restructuring Reserve [Roll Forward]    
Balance at beginning of year $ 4,043 $ 0
Initial costs/Additions 11,737 5,174
Cash payments (11,980) (1,131)
Balance at end of year 3,800 4,043
Severance    
Restructuring Reserve [Roll Forward]    
Balance at beginning of year 796 0
Initial costs/Additions 7,890 1,359
Cash payments (8,686) (563)
Balance at end of year 0 796
Lease Termination    
Restructuring Reserve [Roll Forward]    
Balance at beginning of year 3,247 0
Initial costs/Additions 3,847 3,815
Cash payments (3,294) (568)
Balance at end of year $ 3,800 $ 3,247
v3.24.0.1
Common Stock and Stockholders' Equity - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Grant-date fair value of stock options granted $ 3,200 $ 26,800 $ 7,400
Stock-based compensation expense 201,550 217,852 302,586
ESPP      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Stock-based compensation expense $ 4,000 $ 3,000 $ 5,200
Period over which unrecognized compensation cost is expected to be recognized 4 months 24 days    
Shares reserved for issuance under the plan (in shares) 4,113,343    
Maximum offering period 27 months    
Stock purchase price as a percentage of fair value 85.00%    
Additional shares reserved for issuance under the plan (in shares) 3,000,000    
Issuance of stock under employee stock purchase plan (in shares) 592,308 271,159 122,059
Remaining shares available for issuance under the plan (in shares) 2,800,781    
Unrecognized compensation cost $ 1,100    
Stock options      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 4 years    
Dividend yield 0.00% 0.00% 0.00%
Stock-based compensation expense $ 9,400 $ 20,300 $ 93,000
Unrecognized compensation cost for stock options $ 15,000    
Period over which unrecognized compensation cost is expected to be recognized 2 years 1 month 6 days    
Restricted Stock Units (RSUs)      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 3 years    
Stock-based compensation expense $ 181,000 179,400 182,400
Period over which unrecognized compensation cost is expected to be recognized 1 year 9 months 18 days    
Grant-date fair value of restricted stock options granted $ 196,400 322,200 144,200
Unrecognized compensation cost related to non vested awards 239,700    
Performance Shares      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Stock-based compensation expense $ 7,100 15,100 22,000
Period over which unrecognized compensation cost is expected to be recognized 1 year 8 months 12 days    
Grant-date fair value of restricted stock options granted $ 34,900 $ 35,900 $ 70,400
Unrecognized compensation cost related to non vested awards $ 31,500    
Maximum | Stock options      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Shares available for grant (in shares) 14,424,377    
Exercisable period 10 years    
Maximum | Restricted Stock Units (RSUs)      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 3 years    
Maximum | Performance Shares      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 3 years    
Actual performance compared to performance conditions percentage 200.00%    
Minimum | Restricted Stock Units (RSUs)      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 1 year    
Minimum | Performance Shares      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Vesting period 1 year    
Actual performance compared to performance conditions percentage 0.00%    
v3.24.0.1
Common Stock and Stockholders' Equity - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Number of Shares Outstanding    
Balance at beginning of period (in shares) 4,243,934  
Stock option grants (in shares) 276,273  
Stock options exercised (in shares) (175,761)  
Stock options forfeited (in shares) (162,259)  
Balance at end of period (in shares) 4,182,187 4,243,934
Vested or expected to vest at end of period (in shares) 4,182,187  
Exercisable at end of period (in shares) 3,215,889  
Weighted- Average Exercise Price    
Balance at beginning of period (in dollars per share) $ 27.79  
Stock option grants (in dollars per share) 20.45  
Stock options exercised (in dollars per share) 8.42  
Stock options forfeited (in dollars per share) 46.85  
Balance at end of period (in dollars per share) 27.37 $ 27.79
Vested or expected to vest at end of period (in dollars per share) 27.37  
Exercisable at end of period (in dollars per share) $ 26.07  
Weighted- Average Remaining Contractual Life in Years    
Balance at 5 years 3 months 3 days 6 years 1 month 6 days
Vested or expected to vest at end of period 5 years 3 months 3 days  
Exercisable at end of period 4 years 2 months 12 days  
Aggregate Intrinsic Value    
Balance at $ 13,732 $ 19,541
Stock options exercised 3,016  
Vested or expected to vest at end of period 13,732  
Exercisable at end of period $ 13,191  
v3.24.0.1
Common Stock and Stockholders' Equity - Assumptions Used for Estimate of Fair Value of Options (Details) - Stock options - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Volatility, minimum 65.60% 56.70% 56.10%
Volatility, maximum 68.20% 68.70% 58.10%
Expected term (in years) 4 years 3 months 18 days 4 years 1 month 6 days 4 years 1 month 6 days
Risk-free interest rate, minimum 3.68% 1.13% 0.31%
Risk-free interest rate, maximum 4.67% 4.36% 1.02%
Dividend yield 0.00% 0.00% 0.00%
Weighted-average fair value of underlying stock options (in dollars per share) $ 11.45 $ 17.48 $ 67.37
v3.24.0.1
Common Stock and Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)
 12 Months Ended
Dec. 31, 2023
$ / shares
shares
RSUs  
Balance at beginning of period (in shares) | shares 6,481,669
Granted (in shares) | shares 7,518,577
Vested and issued (in shares) | shares (3,224,764)
Forfeited (in shares) | shares (1,323,070)
Balance at end of period (in shares) | shares 9,452,412
Vested and unissued at end of period (in shares) | shares 162,171
Non-vested at end of period (in shares) | shares 9,290,241
Weighted-Average Grant Date Fair Value Per RSU  
Outstanding at beginning of period (in dollars per share) | $ / shares $ 63.63
Granted (in dollars per share) | $ / shares 26.12
Vested and issued (in dollars per share) | $ / shares 66.82
Forfeited (in dollars per share) | $ / shares 48.12
Outstanding at end of period (in dollars per share) | $ / shares 34.70
Vested and unissued at end of period (in dollars per share) | $ / shares 31.98
Non-vested at end of period (in dollars per share) | $ / shares $ 34.61
v3.24.0.1
Common Stock and Stockholders' Equity - Performance-Based Units Activity (Details) - Performance Shares
 12 Months Ended
Dec. 31, 2023
$ / shares
shares
Shares  
Balance at beginning of period (in shares) | shares 629,672
Granted (in shares) | shares 1,297,725
Vested and issued (in shares) | shares (117,966)
Forfeited (in shares) | shares (73,762)
Performance adjustment | shares (283,282)
Balance at end of period (in shares) | shares 1,452,387
Vested and unissued at end of period (in shares) | shares 17,763
Non-vested at end of period (in shares) | shares 1,434,624
Weighted-Average Grant Date Fair Value Per PSU  
Outstanding at beginning of period (in dollars per share) | $ / shares $ 99.07
Granted (in dollars per share) | $ / shares 26.90
Vested and issued (in dollars per share) | $ / shares 153.96
Forfeited (in dollars per share) | $ / shares 43.77
Performance adjustment (in dollars per share) | $ / shares 0.00
Outstanding at end of period (in dollars per share) | $ / shares 36.82
Vested and unissued at end of period (in dollars per share) | $ / shares 23.19
Non-vested at end of period (in dollars per share) | $ / shares $ 34.57
Maximum  
Weighted-Average Grant Date Fair Value Per PSU  
Percentage of target award 86.25%
Minimum  
Weighted-Average Grant Date Fair Value Per PSU  
Percentage of target award 0.00%
v3.24.0.1
Common Stock and Stockholders' Equity - Total Compensation Costs for Stock-Based Awards (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 201,550 $ 217,852 $ 302,586
Capitalized stock-based compensation 19,439 18,238 13,175
Total stock-based compensation 220,989 236,090 315,761
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 5,478 6,468 8,280
Advertising and marketing      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 15,300 14,083 18,952
Sales      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 35,449 43,183 71,475
Technology and development      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense 58,336 64,577 95,561
General and administrative      
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Total stock-based compensation expense $ 86,987 $ 89,541 $ 108,318
v3.24.0.1
Income Taxes - Loss Before Provision for Income Taxes Included in Certain Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Domestic $ (192,665) $ (13,303,130) $ (365,762)
International (26,943) (360,213) (18,894)
Loss before provision for income taxes $ (219,608) $ (13,663,343) $ (384,656)
v3.24.0.1
Income Taxes - Provision for Income Taxes in Certain Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Current federal $ 0 $ 0 $ 0
Current state 1,439 3,007 567
Current foreign 1,225 1,021 2,595
Total current 2,664 4,028 3,162
Deferred federal (3,946) 770 49,008
Deferred state 5,388 (5,643) (6,276)
Deferred foreign (3,346) (2,967) (1,757)
Total deferred (1,904) (7,840) 40,975
Provision for income taxes $ 760 $ (3,812) $ 44,137
v3.24.0.1
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate to the Effective Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate 21.00% 21.00% 21.00%
Goodwill impairment 0.00% (24.70%) 0.00%
State and local tax (1.30%) 4.20% 7.70%
Acquisition expenses 0.00% 0.00% 2.00%
Stock compensation (19.00%) (0.30%) 6.70%
Non-deductible expenses 0.20% 0.00% (0.50%)
Foreign rate differential 0.40% 0.00% 0.20%
Change in valuation allowance (0.90%) (0.10%) (46.90%)
Other (0.70%) (0.10%) (1.70%)
Effective tax rate (0.30%) (0.00%) (11.50%)
v3.24.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:    
Net operating loss carryforwards $ 602,895 $ 658,409
Accrued expenses and compensation 3,684 4,933
Stock-based compensation 47,141 52,854
Foreign tax credits and alternative minimum tax credits 2,009 3,448
Depreciation of property and equipment 1,485 19
Interest expense carryforward 354 2,677
Operating lease assets 11,088 11,012
Deferred revenue 5,479 7,422
Capitalized R&D 43,629 21,987
Other 11,130 8,590
Deferred tax assets 728,894 771,351
Valuation allowance (418,234) (415,751)
Net deferred tax assets 310,660 355,600
Deferred tax liabilities:    
Operating lease liabilities (8,341) (8,701)
Depreciation of property and equipment 0 (551)
Intangible assets (346,753) (396,408)
Other (5,018) (879)
Deferred tax liabilities (360,112) (406,539)
Net deferred tax liabilities $ (49,452) $ (50,939)
v3.24.0.1
Income Taxes - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
entity
Dec. 31, 2022
USD ($)
Dec. 31, 2018
USD ($)
Operating Loss Carryforwards [Line Items]      
Deferred tax assets, valuation allowance $ 418,234,000 $ 415,751,000  
Increase in valuation allowance 2,500,000    
Unrecognized tax benefits that would impact effective tax rate $ 171,600,000    
Number of variable interest entities under audit | entity 1    
Undistributed earnings $ 13,500,000    
Domestic Tax Authority      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards 2,381,300,000    
Operating loss carryforward, indefinitely     $ 2,178,700,000
Operating loss carryforward, subject to expiration 202,600,000    
Domestic Tax Authority | Research Tax Credit Carryforward      
Operating Loss Carryforwards [Line Items]      
Tax credits 0    
State and Local Jurisdiction      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards 1,347,400,000    
State and Local Jurisdiction | Research Tax Credit Carryforward      
Operating Loss Carryforwards [Line Items]      
Tax credits 0    
Foreign Tax Authority      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards 85,700,000    
Tax credits $ 2,000,000    
v3.24.0.1
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance at beginning of the period $ 143,798 $ 110,848 $ 21,362
Unrecognized tax benefits assumed in a business combination 0 0 59,110
Additions based on prior year tax positions 6,677 12,151 43,399
Additions based on current year tax positions 21,091 20,799 1,490
Statute of limitations expirations 0 0 0
Release 0 0 (14,513)
Balance at end of the period $ 171,566 $ 143,798 $ 110,848
v3.24.0.1
Net Loss per Share - Narrative (Details)
shares in Millions
 12 Months Ended
Dec. 31, 2023
shares
Stock options  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Antidilutive securities (in shares) 4.2
Restricted Stock Units (RSUs)  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Antidilutive securities (in shares) 9.5
Performance Shares  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Antidilutive securities (in shares) 1.5
ESPP  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]  
Antidilutive securities (in shares) 0.6
v3.24.0.1
Net Loss per Share - Basic and Diluted Net Loss per Share of Common Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share [Abstract]      
Net loss $ (220,368) $ (13,659,531) $ (428,793)
Weighted-average shares used to compute basic net loss per share (in shares) 164,578,219 161,457,123 156,939,349
Weighted-average shares used to compute diluted net loss per share (in shares) 164,578,219 161,457,123 156,939,349
Net loss per share, basic (in dollars per share) $ (1.34) $ (84.60) $ (2.73)
Net loss per share, diluted (in dollars per share) $ (1.34) $ (84.60) $ (2.73)
v3.24.0.1
401(k) Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]      
Minimum age of employee eligible to participate in the plan 21 years    
Employer contributions 100.00%    
Percentage of eligible compensation, matched by the employer 4.00%    
Employee's elective deferral, maximum contribution $ 0.3    
Matching contribution made $ 13.4 $ 12.1 $ 11.3
v3.24.0.1
Commitments and Contingencies (Details)
$ in Millions
Jul. 14, 2023
USD ($)
Federal Trade Commission  
Loss Contingencies [Line Items]  
Litigation settlement, amount awarded to other party $ 7.8
v3.24.0.1
Segments - Narrative (Details) - segment
 12 Months Ended
Oct. 01, 2022
Dec. 31, 2023
Segment Reporting [Abstract]    
Number of reportable segments 2 2
v3.24.0.1
Segments - Revenues by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Revenue $ 2,602,415 $ 2,406,840 $ 2,032,707
Operating Segments | Teladoc Health Integrated Care      
Segment Reporting Information [Line Items]      
Revenue 1,468,794 1,373,900 1,300,878
Operating Segments | BetterHelp      
Segment Reporting Information [Line Items]      
Revenue 1,133,621 1,019,646 721,238
Other      
Segment Reporting Information [Line Items]      
Revenue $ 0 $ 13,294 $ 10,591
v3.24.0.1
Segments - Adjusted EBITDA by Segment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Total consolidated Adjusted EBITDA $ 328,120 $ 246,513 $ 267,837
Operating Segments | Teladoc Health Integrated Care      
Segment Reporting Information [Line Items]      
Total consolidated Adjusted EBITDA 191,871 135,153 144,021
Operating Segments | BetterHelp      
Segment Reporting Information [Line Items]      
Total consolidated Adjusted EBITDA 136,249 114,116 121,702
Other      
Segment Reporting Information [Line Items]      
Total consolidated Adjusted EBITDA $ 0 $ (2,756) $ 2,114
v3.24.0.1
Segments - Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 01, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]                
Total consolidated Adjusted EBITDA           $ 328,120,000 $ 246,513,000 $ 267,837,000
Adjustments to reconcile to consolidated net loss:                
Goodwill impairment   $ (1,132,812,000) $ (3,000,000,000) $ (6,600,000,000) $ (12,270,000,000) 0 (13,402,812,000) 0
Loss on extinguishment of debt           0 0 (43,748,000)
Interest income           46,782,000 12,674,000 776,000
Interest expense           (22,282,000) (21,944,000) (81,141,000)
Other income (expense), net           4,445,000 (859,000) 5,088,000
Depreciation           (11,138,000) (11,407,000) (8,941,000)
Amortization           (325,933,000) (244,620,000) (195,298,000)
Stock-based compensation           (201,550,000) (217,852,000) (302,586,000)
Acquisition, integration, and transformation costs           (21,110,000) (15,620,000) (26,643,000)
Restructuring costs           (16,942,000) (7,416,000) 0
Loss before provision for income taxes           (219,608,000) (13,663,343,000) (384,656,000)
Provision for income taxes           (760,000) 3,812,000 (44,137,000)
Net loss           (220,368,000) (13,659,531,000) (428,793,000)
Teladoc Health Integrated Care                
Adjustments to reconcile to consolidated net loss:                
Goodwill impairment   (1,132,812,000)     0      
BetterHelp                
Adjustments to reconcile to consolidated net loss:                
Goodwill impairment $ 0 $ 0     $ 0      
Operating Segments | Teladoc Health Integrated Care                
Segment Reporting Information [Line Items]                
Total consolidated Adjusted EBITDA           191,871,000 135,153,000 144,021,000
Operating Segments | BetterHelp                
Segment Reporting Information [Line Items]                
Total consolidated Adjusted EBITDA           136,249,000 114,116,000 121,702,000
Other                
Segment Reporting Information [Line Items]                
Total consolidated Adjusted EBITDA           $ 0 $ (2,756,000) $ 2,114,000
v3.24.0.1
Segments - Geographic Data for Long-Lived Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 32,032 $ 29,641
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets 28,096 25,935
Other    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 3,936 $ 3,706
v3.24.0.1
Subsequent Events (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Minimum    
Subsequent Event [Line Items]    
Expected pre-tax charges for restructuring   $ 12
Maximum    
Subsequent Event [Line Items]    
Expected pre-tax charges for restructuring   $ 16
Forecast | Subsequent Event    
Subsequent Event [Line Items]    
Restructuring charges $ 11  
v3.24.0.1
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Allowance for Doubtful Accounts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 4,324 $ 11,269 $ 6,412
Provision 4,686 2,815 10,603
Other 3,001 464 4,500
Write-offs (7,771) (10,224) (10,246)
Balance at End of Period 4,240 4,324 11,269
Income Tax Valuation Allowance      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 415,751 335,809 107,984
Provision 1,904 18,966 179,364
Other 579 60,976 48,461
Write-offs 0 0 0
Balance at End of Period $ 418,234 $ 415,751 $ 335,809