Teladoc Health (TDOC) 10-Q 27 Oct 23 2023 Q3 Quarterly report Financial data

COVER PAGE

COVER PAGE - shares	9 Months Ended
	Sep. 30, 2023	Oct. 24, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		165,557,305
Entity Central Index Key	0001477449
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,030,527	$ 918,182
Accounts receivable, net of allowance for doubtful accounts of $7,695 and $4,324, respectively	205,866	210,554
Inventories	35,916	56,342
Prepaid expenses and other current assets	114,782	130,310
Total current assets	1,387,091	1,315,388
Property and equipment, net	32,887	29,641
Goodwill	1,073,190	1,073,190
Intangible assets, net	1,728,302	1,836,765
Operating lease - right-of-use assets	32,051	41,831
Other assets	74,452	48,540
Total assets	4,327,973	4,345,355
Current liabilities:
Accounts payable	25,998	47,690
Accrued expenses and other current liabilities	192,553	168,693
Accrued compensation	84,897	81,554
Deferred revenue-current	99,192	101,832
Total current liabilities	402,640	399,769
Other liabilities	1,693	1,618
Operating lease liabilities, net of current portion	34,353	38,042
Deferred revenue, net of current portion	13,152	11,954
Deferred taxes, net	44,252	50,939
Convertible senior notes, net	1,537,833	1,535,288
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 165,557,305 shares and 162,840,360 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	166	163
Additional paid-in capital	17,535,169	17,358,645
Accumulated deficit	(15,199,765)	(15,008,287)
Accumulated other comprehensive loss	(41,520)	(42,776)
Total stockholders’ equity	2,294,050	2,307,745
Total liabilities and stockholders’ equity	$ 4,327,973	$ 4,345,355

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 7,695	$ 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)	165,557,305	162,840,360
Common stock, outstanding (in shares)	165,557,305	162,840,360

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 660,238	$ 611,402	$ 1,941,888	$ 1,769,131
Expenses:
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below)	185,960	185,619	566,607	555,114
Operating expenses:
Advertising and marketing	186,152	178,920	541,698	477,094
Sales	52,309	54,634	160,329	170,893
Technology and development	84,289	84,590	258,583	250,698
General and administrative	115,716	112,090	355,702	330,011
Acquisition, integration, and transformation costs	5,824	1,594	16,848	8,993
Restructuring costs	411	3,677	16,043	3,677
Depreciation and amortization	94,302	62,008	239,550	180,312
Goodwill impairment	0	0	0	9,630,000
Total expenses	724,963	683,132	2,155,360	11,606,792
Loss from operations	(64,725)	(71,730)	(213,472)	(9,837,661)
Interest income	(12,606)	(4,803)	(33,075)	(6,192)
Interest expense	5,646	6,149	16,744	17,355
Other expense (income), net	1,792	1,571	(2,908)	2,607
Loss before provision for income taxes	(59,557)	(74,647)	(194,233)	(9,851,431)
Provision for income taxes	(2,484)	(1,171)	(2,755)	(1,971)
Net loss	(57,073)	(73,476)	(191,478)	(9,849,460)
Other comprehensive income (loss), net of tax:
Currency translation adjustment and other	(2,740)	(19,402)	1,256	(42,981)
Comprehensive loss	$ (59,813)	$ (92,878)	$ (190,222)	$ (9,892,441)
Net loss per share, basic (in dollars per share)	$ (0.35)	$ (0.45)	$ (1.17)	$ (61.09)
Net loss per share, diluted (in dollars per share)	$ (0.35)	$ (0.45)	$ (1.17)	$ (61.09)
Weighted-average shares used to compute basic net loss per share (in shares)	165,119,379	161,727,962	164,079,194	161,217,033
Weighted-average shares used to compute diluted net loss per share (in shares)	165,119,379	161,727,962	164,079,194	161,217,033

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	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, 2021			160,469,325
Balance as of beginning 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]
Exercise of stock options (in shares)			552,400
Exercise of stock options	5,646		$ 1	5,645
Issuance of common stock upon vesting of restricted stock units (in shares)			1,025,363
Issuance of common stock upon vesting of restricted stock units	0		$ 1	(1)
Issuance of stock under employee stock purchase plan (in shares)			148,609
Issuance of stock under employee stock purchase plan	4,225			4,225
Issuance of common stock for 2025 Notes (in shares)			93
Issuance of common stock for 2025 Notes	7			7
Equity portion of extinguishment of 2025 Notes	(2)			(2)
Stock-based compensation	180,502			180,502
Other comprehensive income (loss), net of tax	(42,981)							(42,981)
Net loss	(9,849,460)					(9,849,460)
Balance as of end of the period (in shares) at Sep. 30, 2022			162,195,790
Balance as of end of the period at Sep. 30, 2022	6,052,661		$ 162	17,299,981		(11,198,216)		(49,266)
Balance as of beginning of the period (in shares) at Jun. 30, 2022			161,892,008
Balance as of beginning of the period at Jun. 30, 2022	6,084,650		$ 162	17,239,092		(11,124,740)		(29,864)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			125,039
Exercise of stock options	666			666
Issuance of common stock upon vesting of restricted stock units (in shares)			178,743
Stock-based compensation	60,223			60,223
Other comprehensive income (loss), net of tax	(19,402)							(19,402)
Net loss	(73,476)					(73,476)
Balance as of end of the period (in shares) at Sep. 30, 2022			162,195,790
Balance as of end of the period at Sep. 30, 2022	6,052,661		$ 162	17,299,981		(11,198,216)		(49,266)
Balance as of beginning of the period (in shares) at Dec. 31, 2022			162,840,360
Balance as of beginning 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)	171,888		171,888
Exercise of stock options	$ 1,423			1,423
Issuance of common stock upon vesting of restricted stock units (in shares)			2,273,321
Issuance of common stock upon vesting of restricted stock units	0		$ 3	(3)
Issuance of stock under employee stock purchase plan (in shares)			271,736
Issuance of stock under employee stock purchase plan	5,790			5,790
Stock-based compensation	169,314			169,314
Other comprehensive income (loss), net of tax	1,256							1,256
Net loss	(191,478)					(191,478)
Balance as of end of the period (in shares) at Sep. 30, 2023			165,557,305
Balance as of end of the period at Sep. 30, 2023	2,294,050		$ 166	17,535,169		(15,199,765)		(41,520)
Balance as of beginning of the period (in shares) at Jun. 30, 2023			164,877,180
Balance as of beginning of the period at Jun. 30, 2023	2,295,144		$ 165	17,476,451		(15,142,692)		(38,780)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)			93,855
Exercise of stock options	746			746
Issuance of common stock upon vesting of restricted stock units (in shares)			586,270
Issuance of common stock upon vesting of restricted stock units	0		$ 1	(1)
Issuance of stock under employee stock purchase plan	0
Stock-based compensation	57,973			57,973
Other comprehensive income (loss), net of tax	(2,740)							(2,740)
Net loss	(57,073)					(57,073)
Balance as of end of the period (in shares) at Sep. 30, 2023			165,557,305
Balance as of end of the period at Sep. 30, 2023	$ 2,294,050		$ 166	$ 17,535,169		$ (15,199,765)		$ (41,520)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (191,478)	$ (9,849,460)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	0	9,630,000
Depreciation and amortization	239,550	180,312
Depreciation of rental equipment	1,965	2,185
Amortization of right-of-use assets	8,325	9,266
Provision for allowances for doubtful accounts	4,935	8,867
Stock-based compensation	154,727	167,098
Deferred income taxes	(6,658)	(5,942)
Accretion of interest	2,545	2,496
Other, net	5,251	3,677
Changes in operating assets and liabilities:
Accounts receivable	(696)	(45,267)
Prepaid expenses and other current assets	14,070	(39,177)
Inventory	18,246	13,709
Other assets	(18,362)	(22,854)
Accounts payable	(21,670)	24,067
Accrued expenses and other current liabilities	17,075	70,046
Accrued compensation	433	(32,028)
Deferred revenue	(1,261)	12,311
Operating lease liabilities	(7,133)	(8,111)
Other liabilities	75	2,548
Net cash provided by operating activities	219,939	123,743
Cash flows from investing activities:
Capital expenditures	(10,060)	(10,285)
Capitalized software	(109,781)	(108,588)
Proceeds from marketable securities	0	2,507
Other, net	0	2,514
Net cash used in investing activities	(119,841)	(113,852)
Net cash used in investing activities
Net proceeds from the exercise of stock options	1,423	5,646
Proceeds from employee stock purchase plan	8,597	3,386
Cash received for withholding taxes on stock-based compensation, net	2,609	594
Other, net	0	(7,510)
Net cash provided by financing activities	12,629	2,116
Net increase in cash and cash equivalents	112,727	12,007
Effect of foreign currency exchange rate changes	(382)	(5,856)
Cash and cash equivalents at beginning of the period	918,182	893,480
Cash and cash equivalents at end of the period	1,030,527	899,631
Income taxes paid	6,317	901
Interest paid	$ 8,687	$ 8,688

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care focusing on forging a new healthcare experience with better convenience, outcomes, and value around the world. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience . The Company 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. The Company’s principal executive office is located in Purchase, New York.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements for t he nine months ended September 30, 2023 and 2022, in the opinion of management, reflect all adjustments (consisting of normal recurring ac cruals) necessary for a fair presentation of the condensed consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These 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 $56.1 million and $0.0 million, and $57.5 million and $1.1 million, for the three months ended September 30, 2023 and 2022, respectively. Total revenue and net loss for the VIE were $176.6 million and $0.0 million, and $176.9 million and $3.9 million, for the nine months ended September 30, 2023 and 2022, respectively. The VIE’s total assets, all of which were current, were $263.5 million and $106.7 million at September 30, 2023 and December 31, 2022, respectively. The VIE’s total liabilities, all of which were current, were $312.1 million and $143.8 million at September 30, 2023 and December 31, 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at September 30, 2023 and December 31, 2022, respectively. All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. 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 condensed 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 condensed 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 condensed 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 Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed 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 value of goodwill, 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 and claims adjustments), 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 Quarterly Report and in the 2022 Form 10-K. Recently Adopted Accounting Standards In September 2022, the financial accounting standards board issued Accounting Standards Update (“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.

Revenue, Deferred Revenue, and

Revenue, Deferred Revenue, and Deferred Device and Contract Costs	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue, Deferred Revenue, and Deferred Device and Contract Costs	Revenue, Deferred Revenue, and Deferred Device and Contract CostsThe Company generates access fees from customers, which primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively “Clients”), as well as individual members who utilize the Company’s solutions, 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 when disaggregated revenue is presented. 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 and also by geography (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Type Access fees $ 582,070 $ 540,079 $ 1,708,601 $ 1,550,146 Other 78,168 71,323 233,287 218,985 Total Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131 Revenue by Geography U.S. Revenue $ 569,322 $ 534,013 $ 1,672,770 $ 1,546,599 International Revenue 90,916 77,389 269,118 222,532 Total Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131 During the fourth quarter of 2022, the Company refined its definition of other revenue to capture revenues associated with visit fee, virtual healthcare device equipment sales, and its hosted virtual healthcare platform. Prior period amounts have been recast to conform with the current presentation. 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 revenue, current plus long-term, was $112.3 million at September 30, 2023, a net decrease of $1.4 million from December 31, 2022, and $111.3 million at September 30, 2022, a net increase of $9.3 million from December 31, 2021. These changes were driven by increased cash payments received in advance of satisfying performance obligations, offset by revenue recognized that had been included in the deferred revenue balance at the beginning of the period. The amount of revenue recognized in the periods that was included in the opening current deferred revenue was $88.6 million and $68.2 million for the nine months ended September 30, 2023 and 2022, respectively. The Company expects to recognize $65.3 million of revenue throughout the remainder of 2023, $36.1 million of revenue in the year ending December 31, 2024, and the remaining balance thereafter related to future performance obligations that are unsatisfied or partially unsatisfied as of September 30, 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 September 30, As of December 31, Deferred device and contract costs, current $ 31,352 $ 29,956 Deferred device and contract costs, noncurrent 17,999 8,404 Total deferred device and contract costs $ 49,351 $ 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 Additions 45,567 Cost of revenue recognized (34,576) Ending balance as of September 30, 2023 $ 49,351

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The carrying value of the Company’s cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): September 30, 2023 Level 1 Level 2 Total Cash and cash equivalents $ 1,030,527 $ 0 $ 1,030,527 December 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 918,182 $ 0 $ 918,182 There were no transfers between fair value measurement levels during any of the periods presented.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consisted of the following (in thousands): As of September 30, As of December 31, Raw materials and purchased parts $ 23,854 $ 30,126 Work in process 902 433 Finished goods 18,847 31,977 Inventory reserve (7,687) (6,194) Total inventories $ 35,916 $ 56,342

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 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 September 30, As of December 31, Prepaid expenses $ 62,248 $ 63,159 Deferred device and contract costs, current 31,352 29,956 Other receivables 12,875 25,091 Other current assets 8,307 12,104 Total prepaid expenses and other current assets $ 114,782 $ 130,310

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill Goodwill consisted of the following (in thousands): Teladoc Health Integrated BetterHelp Total Balance as of December 31, 2022 and September 30, 2023 $ 0 $ 1,073,190 $ 1,073,190 Goodwill is net of accumulated impairment losses of $13.4 billion, of which $12.3 billion was recognized prior to the Company reorganizing its reporting structure to include two reportable segments on October 1, 2022 and $1.1 billion was recognized on the goodwill assigned to the Teladoc Health Integrated Care segment.

Intangible Assets, Net and Cert

Intangible Assets, Net and Certain Cloud Computing Costs	9 Months Ended
	Sep. 30, 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 (in thousands): Useful Gross Value Accumulated Net Carrying Weighted September 30, 2023 Client relationships 2 years to 20 years $ 1,456,027 $ (364,027) $ 1,092,000 12.7 Trademarks 2 years to 15 years 324,675 (156,655) 168,020 6.8 Software 3 years to 5 years 416,417 (137,176) 279,241 2.5 Technology 4 years to 7 years 341,672 (152,631) 189,041 3.9 Intangible assets, net $ 2,538,791 $ (810,489) $ 1,728,302 9.5 December 31, 2022 Client relationships 2 years to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 years to 15 years 325,171 (98,303) 226,868 7.0 Software 3 years to 5 years 294,629 (78,373) 216,256 2.7 Technology 4 years 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): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Acquired intangibles $ 69,189 $ 48,676 $ 172,210 $ 148,327 Capitalized software 22,645 9,524 58,995 23,176 Amortization of intangible assets expense $ 91,834 $ 58,200 $ 231,205 $ 171,503 During the three months ended September 30, 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 years ending December 31, 2023 and 2024, with corresponding reductions thereafter. The change in accounting estimate resulted in additional amortization expense of $18.6 million, or $0.11 per basic and diluted share for both the three and nine months ended September 30, 2023 . Periodic amortization that will be charged to expense over the remaining life of the intangible assets as of September 30, 2023 was as follows (in thousands): Years Ending December 31, 2023 $ 100,248 2024 344,537 2025 260,330 2026 199,008 2027 and thereafter 824,179 $ 1,728,302 Net cloud computing costs are recorded in other assets within the balance sheets. As of September 30, 2023 and December 31, 2022, those costs were $38.2 million and $25.4 million, respectively. The associated expense for cloud

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 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 September 30, As of December 31, Professional fees $ 9,235 $ 10,152 Consulting fees/provider fees 17,598 16,407 Client performance guarantees and accrued rebates 31,615 18,687 Interest payable 5,781 1,480 Income tax payable 757 3,817 Insurance 4,662 5,981 Lease abandonment obligation - current 5,650 3,247 Marketing and advertising 43,078 35,055 Operating lease liabilities – current 10,787 13,592 Franchise and sales taxes 17,086 10,183 Staff augmentation 4,006 3,391 Other 42,298 46,701 Total $ 192,553 $ 168,693

Convertible Senior Notes

Convertible Senior Notes	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Convertible Senior Notes	Convertible Senior Notes Outstanding Convertible Senior Notes As of September 30, 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 Health, Inc. (“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 and the 2025 Notes, the “Notes”). The following table presents certain terms of the Notes that were outstanding as of September 30, 2023: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of September 30, 2023 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of September 30, 2023 (in millions) (1) $ 796.9 $ 0.3 $ 502.6 Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of September 30, 2023 4.1258 18.6621 13.9400 Remaining Contractual Life as of September 30, 2023 3.7 years 1.6 years 1.7 years (1) The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.” 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 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 ten 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 41 st 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 condensed 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): As of September 30, As of December 31, 2027 Notes Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (12,886) (15,430) Net carrying amount 987,114 984,570 2025 Notes Principal 725 725 Less: Debt discount, net (1) (6) (7) Net carrying amount 719 718 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 0 Net carrying amount 550,000 550,000 Total net carrying amount $ 1,537,833 $ 1,535,288 (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Nine Months Ended 2027 Notes 2023 2022 2023 2022 Contractual interest expense $ 3,125 $ 3,125 $ 9,375 $ 9,375 Amortization of debt discount $ 851 $ 838 $ 2,542 $ 2,502 Total $ 3,976 $ 3,963 $ 11,917 $ 11,877 Effective interest rate 1.6 % 1.6 % 1.6 % 1.6 % Three Months Ended Nine Months Ended 2025 Notes 2023 2022 2023 2022 Contractual interest expense $ 2 $ 2 $ 7 $ 7 Amortization of debt discount $ 1 $ 1 $ 2 $ 2 Total $ 3 $ 3 $ 9 $ 9 Effective interest rate 1.8 % 1.8 % 1.8 % 1.8 % Three Months Ended Nine Months Ended Livongo Notes 2023 2022 2023 2022 Contractual interest expense $ 1,203 $ 1,203 $ 3,609 $ 3,609 Amortization of debt discount $ 0 $ 0 $ 0 $ 0 Total $ 1,203 $ 1,203 $ 3,609 $ 3,609 Effective interest rate 0.9 % 0.9 % 0.9 % 0.9 %

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	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 one 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 September 30, 2023 $ 3,881 2024 11,909 2025 9,273 2026 8,082 2027 5,967 2028 and thereafter 14,674 Total future minimum payments 53,786 Less: imputed interest (8,646) Present value of lease liabilities $ 45,140 Accrued expenses and other current liabilities $ 10,787 Operating lease liabilities, net of current portion $ 34,353 The Company rents certain information systems 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 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 September 30, 2023. See Note. 12, “Restructuring,” for further information.

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring The Company has substantially completed the previously reported actions to restructure its operations to reduce operating costs. 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 Condensed Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized. During the three months ended September 30, 2023, the Company recorded $0.4 million of restructuring costs, of which $0.2 million was related to adjustments for severance estimates and $0.2 million was related to adjustments for estimates related to the reduction of office space. During the nine months ended September 30, 2023, the Company recorded $16.0 million of restructuring costs, of which $7.9 million was related to employee transition, severance payments, employee benefits, and related costs and $8.1 million was related to costs associated with office space reductions, including $4.9 million of right-of-use asset 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 Condensed Consolidated Balance Sheets. The table below summarizes the accrual and charges incurred with respect to the Company's restructuring, with the severance related portion included in the line item "Accrued compensation" and the lease termination related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheet as of September 30, 2023 (in thousands): Restructuring Plan Severance Lease Termination Total Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043 Additions 7,871 3,309 11,180 Cash payments (7,345) (906) (8,251) Accrued Balance, September 30, 2023 $ 1,322 $ 5,650 $ 6,972

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	9 Months Ended
	Sep. 30, 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 14,658,357 shares available for grant under the 2023 Plans at September 30, 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 Condensed Consolidated Statements 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 restricted stock unit (“RSU”)). The Company recognizes the forfeiture of stock-based awards as they occur. 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 and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Stock option grants 87,554 $ 24.27 N/A Stock options exercised (171,888) $ 8.28 N/A $ 2,993 Stock options forfeited (116,323) $ 50.27 N/A Balance at September 30, 2023 4,043,277 $ 27.89 5.53 $ 9,600 Vested or expected to vest at September 30, 2023 4,043,277 $ 27.89 5.53 $ 9,600 Exercisable at September 30, 2023 3,053,345 $ 25.49 4.47 $ 9,600 The total grant-date fair value of stock options granted during the three months ended September 30, 2023 and 2022 were $0.4 million and $0.3 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 were $1.2 million and $24.9 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 stock volatilities of the Company’s stock 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: Nine Months Ended 2023 2022 Volatility 65.58% - 68.22% 56.69% - 67.95% Expected term (in years) 4.3 4.1 Risk-free interest rate 3.68% - 4.34% 1.13% - 3.46% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $13.42 $17.72 For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to stock options granted of $2.3 million and $2.4 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to stock options granted of $7.0 million and $18.0 million, respectively. As of September 30, 2023, the Company had $16.7 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.04 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the consolidated statements 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 1 year to 3 years. RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2022 6,481,669 $ 63.63 Granted 7,121,431 $ 26.56 Vested and issued (2,448,261) $ 71.64 Forfeited (1,094,153) $ 50.48 Balance at September 30, 2023 10,060,686 $ 36.64 Vested and unissued at September 30, 2023 43,118 $ 56.25 Non-vested at September 30, 2023 10,017,568 $ 36.67 The total grant-date fair value of RSUs granted during the three months ended September 30, 2023 and 2022 was $7.5 million and $18.8 million, respectively. The total grant-date fair value of RSUs granted during the nine months ended September 30, 2023 and 2022 was $189.2 million and $293.5 million, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to RSUs of $51.9 million and $53.7 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to RSUs of $148.8 million and $147.8 million, respectively. As of September 30, 2023, the Company had $292.1 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.91 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 1 year to 3 years. Stock-based compensation costs associated with these PSUs are re-assessed 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 r anges 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: Shares Weighted-Average Balance at December 31, 2022 629,672 $ 99.07 Granted 1,297,725 $ 26.90 Vested and issued (117,966) $ 153.96 Forfeited (27,049) $ 46.52 Performance adjustment (1) (283,282) $ 0.00 Balance at September 30, 2023 1,499,100 $ 37.00 Vested and unissued at September 30, 2023 0 $ 0.00 Non-vested at September 30, 2023 1,499,100 $ 37.00 (1) Based on the Company's 2022 results, PSUs were attained at rates ranging from 0% to 86.25% of the target award. During the three months ended September 30, 2023 and 2022, the Company did not grant any PSUs. The total grant-date fair value of PSUs granted during the nine months ended September 30, 2023 and 2022 was $34.9 million and $35.0 million, respectively. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to PSUs of $2.6 million and $3.1 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to PSUs of $9.9 million and $12.5 million, respectively. As of September 30, 2023, the Company had $36.2 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.8 years. Employee Stock Purchase Plan In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“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 were reserved for issuance under this plan as of September 30, 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 the three months ended September 30, 2023 and 2022, the Company did not issue any shares under the ESPP. During the nine months ended September 30, 2023 and 2022, the Company issued 271,736 shares and 148,609 shares, respectively, under the ESPP. As of September 30, 2023, 3,121,353 shares remained available for issuance. For the three months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to the ESPP of $1.2 million and $0.9 million, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation related to the ESPP of $3.6 million and $2.0 million, respectively. As of September 30, 2023, the Company had $0.5 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 years. Total compensation costs for stock-based awards were recorded as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 1,464 $ 675 $ 4,060 $ 4,994 Advertising and marketing 4,399 3,614 11,527 10,523 Sales 9,110 11,064 27,055 33,845 Technology and development 14,566 16,936 42,984 50,116 General and administrative 23,406 23,373 69,082 67,620 Total stock-based compensation expense 52,945 55,662 154,708 167,098 Capitalized stock-based compensation expense 5,028 4,561 14,606 13,404 Total stock-based compensation $ 57,973 $ 60,223 $ 169,314 $ 180,502

Provision for Income Taxes

Provision for Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Provision for Income Taxes	Provision for Income Taxes The Company recorded income tax benefits of $2.5 million and $2.8 million for the three and nine months ended September 30, 2023, respectively. The tax benefits recorded were the result of the current period book loss, primarily offset by valuation allowances and the tax shortfall associated with the stock-based compensation awards that vested in the year. The Company recorded income tax benefits of $1.2 million and $2.0 million for the three and nine months ended September 30, 2022, respectively.

Legal Matters

Legal Matters	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Legal Matters	Legal MattersFrom 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 August 27, 2021, a purported securities class action complaint (City of Hialeah Employees’ Retirement System v. Teladoc Health, Inc., et.al.) was filed in the Circuit Court of Cook County, Illinois against the Company and certain of the Company’s current and former officers and directors. The complaint was brought on behalf of a purported class consisting of all persons who acquired shares of Teladoc Health common stock issued in the Company's 2020 merger with Livongo. The complaint asserted violations of Sections 11, 12(a)(2) and 15 of the Securities Act based on allegedly false or misleading statements and omissions with respect to the registration statement and prospectus filed in connection with the Livongo merger. The complaint sought certification as a class action, unspecified compensatory damages plus interest and attorneys’ fees, rescission or a rescissory measure of damages and equitable or other relief. On January 18, 2022, the case was voluntarily dismissed without prejudice in the Circuit Court of Cook County, Illinois and on January 26, 2022, was refiled in the Supreme Court of the State of New York. The refiled case includes substantially the same allegations. On August 23, 2023, the court granted the defendants' motion to dismiss the complaint. 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. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend any appeal or 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.

Segments

Segments	9 Months Ended
	Sep. 30, 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, net; interest income; interest expense; depreciation and amortization; goodwill impairment; 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): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 374,416 $ 342,817 $ 1,084,438 $ 1,016,800 BetterHelp 285,822 265,150 857,450 742,638 Other (1) 0 3,435 0 9,693 Total Consolidated Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131 The following table presents Adjusted EBITDA by segment (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 62,805 $ 38,880 $ 135,900 $ 91,467 BetterHelp 25,952 11,150 77,777 61,270 Other (1) 0 1,181 0 (318) Total Consolidated Adjusted EBITDA $ 88,757 $ 51,211 $ 213,677 $ 152,419 ___________________________ (1) Other reflects certain revenues and charges not related to ongoing segment operations. The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 62,805 $ 38,880 $ 135,900 $ 91,467 BetterHelp 25,952 11,150 77,777 61,270 Other 0 1,181 0 (318) Total consolidated Adjusted EBITDA 88,757 51,211 213,677 152,419 Adjustments to reconcile to GAAP net loss Goodwill impairment 0 0 0 (9,630,000) Interest income 12,606 4,803 33,075 6,192 Interest expense (5,646) (6,149) (16,744) (17,355) Other expense (income), net (1,792) (1,571) 2,908 (2,607) Depreciation and amortization (94,302) (62,008) (239,550) (180,312) Stock-based compensation (52,945) (55,662) (154,708) (167,098) Acquisition, integration, and transformation costs (5,824) (1,594) (16,848) (8,993) Restructuring costs (411) (3,677) (16,043) (3,677) Loss before provision for income taxes (59,557) (74,647) (194,233) (9,851,431) Provision for income taxes 2,484 1,171 2,755 1,971 Net loss $ (57,073) $ (73,476) $ (191,478) $ (9,849,460) Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): As of September 30, As of December 31, United States $ 28,536 $ 25,935 Other 4,351 3,706 Total long-lived assets $ 32,887 $ 29,641

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (57,073)	$ (73,476)	$ (191,478)	$ (9,849,460)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023 shares
Andrew Turitz [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On July 28, 2023, Andrew Turitz, our Executive Vice President of Corporate Development, modified his Rule 10b5-1 Trading Plan, originally adopted on August 26, 2022, to cancel the potential sale of up to 6,565 shares of our common stock that would have expired on December 29, 2023, and to provide 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
Vidya Raman-Tangella [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On August 18, 2023, Vidya Raman-Tangella, our Chief Medical Officer, adopted a Rule 10b5-1 trading plan. Dr. Raman-Tangella's trading plan provides for the sale of up to 27,310 shares of our common stock through December 2023.
Name	Vidya Raman-Tangella
Title	Chief Medical Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 18, 2023
Arrangement Duration	135 days
Aggregate Available	27,310
Karen L. Daniel [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On September 15, 2023, Karen L. Daniel, a member of our Board of Directors, adopted a Rule 10b5-1 trading plan. Ms. Daniel's trading plan provides for the sale of up to 23,907 shares of our common stock through May 2024.
Name	Karen L. Daniel
Title	member of our Board of Directors
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 15, 2023
Arrangement Duration	259 days
Aggregate Available	23,907
Andrew Turitz Trading Arrangement, Cancel Potential Sale Of Common Stock [Member] | Andrew Turitz [Member]
Trading Arrangements, by Individual
Arrangement Duration	490 days
Aggregate Available	6,565
Andrew Turitz Trading Arrangement, Sale Of Common Stock [Member] | Andrew Turitz [Member]
Trading Arrangements, by Individual
Arrangement Duration	431 days
Aggregate Available	10,000

Basis of Presentation and Pri_2

Basis of Presentation and Principles of Consolidations (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements for t he nine months ended September 30, 2023 and 2022, in the opinion of management, reflect all adjustments (consisting of normal recurring ac cruals) necessary for a fair presentation of the condensed consolidated results of operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These 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 $56.1 million and $0.0 million, and $57.5 million and $1.1 million, for the three months ended September 30, 2023 and 2022, respectively. Total revenue and net loss for the VIE were $176.6 million and $0.0 million, and $176.9 million and $3.9 million, for the nine months ended September 30, 2023 and 2022, respectively. The VIE’s total assets, all of which were current, were $263.5 million and $106.7 million at September 30, 2023 and December 31, 2022, respectively. The VIE’s total liabilities, all of which were current, were $312.1 million and $143.8 million at September 30, 2023 and December 31, 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at September 30, 2023 and December 31, 2022, respectively. All intercompany transactions and balances have been eliminated.
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 condensed 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 condensed 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 condensed 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 Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed 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 value of goodwill, 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 and claims adjustments), 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 Quarterly Report and in the 2022 Form 10-K.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In September 2022, the financial accounting standards board issued Accounting Standards Update (“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.

Revenue, Deferred Revenue, an_2

Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Type Access fees $ 582,070 $ 540,079 $ 1,708,601 $ 1,550,146 Other 78,168 71,323 233,287 218,985 Total Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131 Revenue by Geography U.S. Revenue $ 569,322 $ 534,013 $ 1,672,770 $ 1,546,599 International Revenue 90,916 77,389 269,118 222,532 Total Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131
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 September 30, As of December 31, Deferred device and contract costs, current $ 31,352 $ 29,956 Deferred device and contract costs, noncurrent 17,999 8,404 Total deferred device and contract costs $ 49,351 $ 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 Additions 45,567 Cost of revenue recognized (34,576) Ending balance as of September 30, 2023 $ 49,351

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Assets and Liabilities Measured at Fair Value on a Recurring Basis	The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): September 30, 2023 Level 1 Level 2 Total Cash and cash equivalents $ 1,030,527 $ 0 $ 1,030,527 December 31, 2022 Level 1 Level 2 Total Cash and cash equivalents $ 918,182 $ 0 $ 918,182

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories consisted of the following (in thousands): As of September 30, As of December 31, Raw materials and purchased parts $ 23,854 $ 30,126 Work in process 902 433 Finished goods 18,847 31,977 Inventory reserve (7,687) (6,194) Total inventories $ 35,916 $ 56,342

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following (in thousands): As of September 30, As of December 31, Prepaid expenses $ 62,248 $ 63,159 Deferred device and contract costs, current 31,352 29,956 Other receivables 12,875 25,091 Other current assets 8,307 12,104 Total prepaid expenses and other current assets $ 114,782 $ 130,310

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Goodwill	Goodwill consisted of the following (in thousands): Teladoc Health Integrated BetterHelp Total Balance as of December 31, 2022 and September 30, 2023 $ 0 $ 1,073,190 $ 1,073,190

Intangible Assets, Net and Ce_2

Intangible Assets, Net and Certain Cloud Computing Costs (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	Intangible assets, net consisted of the following (in thousands): Useful Gross Value Accumulated Net Carrying Weighted September 30, 2023 Client relationships 2 years to 20 years $ 1,456,027 $ (364,027) $ 1,092,000 12.7 Trademarks 2 years to 15 years 324,675 (156,655) 168,020 6.8 Software 3 years to 5 years 416,417 (137,176) 279,241 2.5 Technology 4 years to 7 years 341,672 (152,631) 189,041 3.9 Intangible assets, net $ 2,538,791 $ (810,489) $ 1,728,302 9.5 December 31, 2022 Client relationships 2 years to 20 years $ 1,458,384 $ (291,993) $ 1,166,391 13.5 Trademarks 2 years to 15 years 325,171 (98,303) 226,868 7.0 Software 3 years to 5 years 294,629 (78,373) 216,256 2.7 Technology 4 years 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): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Acquired intangibles $ 69,189 $ 48,676 $ 172,210 $ 148,327 Capitalized software 22,645 9,524 58,995 23,176 Amortization of intangible assets expense $ 91,834 $ 58,200 $ 231,205 $ 171,503
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 September 30, 2023 was as follows (in thousands): Years Ending December 31, 2023 $ 100,248 2024 344,537 2025 260,330 2026 199,008 2027 and thereafter 824,179 $ 1,728,302

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 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 September 30, As of December 31, Professional fees $ 9,235 $ 10,152 Consulting fees/provider fees 17,598 16,407 Client performance guarantees and accrued rebates 31,615 18,687 Interest payable 5,781 1,480 Income tax payable 757 3,817 Insurance 4,662 5,981 Lease abandonment obligation - current 5,650 3,247 Marketing and advertising 43,078 35,055 Operating lease liabilities – current 10,787 13,592 Franchise and sales taxes 17,086 10,183 Staff augmentation 4,006 3,391 Other 42,298 46,701 Total $ 192,553 $ 168,693

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt Outstanding	The following table presents certain terms of the Notes that were outstanding as of September 30, 2023: 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of September 30, 2023 (in millions) $ 1,000.0 $ 0.7 $ 550.0 Interest Rate Per Year 1.25 % 1.375 % 0.875 % Fair Value as of September 30, 2023 (in millions) (1) $ 796.9 $ 0.3 $ 502.6 Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 $ 0.3 $ 480.6 Maturity Date June 1, 2027 May 15, 2025 June 1, 2025 Optional Redemption Date June 5, 2024 May 22, 2022 June 5, 2023 Conversion Date December 1, 2026 November 15, 2024 March 1, 2025 Conversion Rate Per $1,000 Principal Amount as of September 30, 2023 4.1258 18.6621 13.9400 Remaining Contractual Life as of September 30, 2023 3.7 years 1.6 years 1.7 years (1) The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.”
Net Carrying Values of Debt	The net carrying values of the Notes consisted of the following (in thousands): As of September 30, As of December 31, 2027 Notes Principal $ 1,000,000 $ 1,000,000 Less: Debt discount, net (1) (12,886) (15,430) Net carrying amount 987,114 984,570 2025 Notes Principal 725 725 Less: Debt discount, net (1) (6) (7) Net carrying amount 719 718 Livongo Notes Principal 550,000 550,000 Less: Debt discount, net (1) 0 0 Net carrying amount 550,000 550,000 Total net carrying amount $ 1,537,833 $ 1,535,288 (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method.
Total Interest Expense Recognized Related to Debt	The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Nine Months Ended 2027 Notes 2023 2022 2023 2022 Contractual interest expense $ 3,125 $ 3,125 $ 9,375 $ 9,375 Amortization of debt discount $ 851 $ 838 $ 2,542 $ 2,502 Total $ 3,976 $ 3,963 $ 11,917 $ 11,877 Effective interest rate 1.6 % 1.6 % 1.6 % 1.6 % Three Months Ended Nine Months Ended 2025 Notes 2023 2022 2023 2022 Contractual interest expense $ 2 $ 2 $ 7 $ 7 Amortization of debt discount $ 1 $ 1 $ 2 $ 2 Total $ 3 $ 3 $ 9 $ 9 Effective interest rate 1.8 % 1.8 % 1.8 % 1.8 % Three Months Ended Nine Months Ended Livongo Notes 2023 2022 2023 2022 Contractual interest expense $ 1,203 $ 1,203 $ 3,609 $ 3,609 Amortization of debt discount $ 0 $ 0 $ 0 $ 0 Total $ 1,203 $ 1,203 $ 3,609 $ 3,609 Effective interest rate 0.9 % 0.9 % 0.9 % 0.9 %

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Future Minimum Lease Payments	The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): Operating Leases: As of September 30, 2023 $ 3,881 2024 11,909 2025 9,273 2026 8,082 2027 5,967 2028 and thereafter 14,674 Total future minimum payments 53,786 Less: imputed interest (8,646) Present value of lease liabilities $ 45,140 Accrued expenses and other current liabilities $ 10,787 Operating lease liabilities, net of current portion $ 34,353

Restructuring (Tables)

Restructuring (Tables)	9 Months Ended
	Sep. 30, 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, with the severance related portion included in the line item "Accrued compensation" and the lease termination related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheet as of September 30, 2023 (in thousands): Restructuring Plan Severance Lease Termination Total Accrued Balance, December 31, 2022 $ 796 $ 3,247 $ 4,043 Additions 7,871 3,309 11,180 Cash payments (7,345) (906) (8,251) Accrued Balance, September 30, 2023 $ 1,322 $ 5,650 $ 6,972

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock Option Activity	Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): Number of Weighted- Weighted- Aggregate Balance at December 31, 2022 4,243,934 $ 27.79 6.10 $ 19,541 Stock option grants 87,554 $ 24.27 N/A Stock options exercised (171,888) $ 8.28 N/A $ 2,993 Stock options forfeited (116,323) $ 50.27 N/A Balance at September 30, 2023 4,043,277 $ 27.89 5.53 $ 9,600 Vested or expected to vest at September 30, 2023 4,043,277 $ 27.89 5.53 $ 9,600 Exercisable at September 30, 2023 3,053,345 $ 25.49 4.47 $ 9,600
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: Nine Months Ended 2023 2022 Volatility 65.58% - 68.22% 56.69% - 67.95% Expected term (in years) 4.3 4.1 Risk-free interest rate 3.68% - 4.34% 1.13% - 3.46% Dividend yield 0% 0% Weighted-average fair value of underlying stock options $13.42 $17.72
Restricted Stock Units Activity	RSU activity under the Plans was as follows: RSUs Weighted-Average Balance at December 31, 2022 6,481,669 $ 63.63 Granted 7,121,431 $ 26.56 Vested and issued (2,448,261) $ 71.64 Forfeited (1,094,153) $ 50.48 Balance at September 30, 2023 10,060,686 $ 36.64 Vested and unissued at September 30, 2023 43,118 $ 56.25 Non-vested at September 30, 2023 10,017,568 $ 36.67
Performance-Based Units Activity	PSU activity under the Plans was as follows: Shares Weighted-Average Balance at December 31, 2022 629,672 $ 99.07 Granted 1,297,725 $ 26.90 Vested and issued (117,966) $ 153.96 Forfeited (27,049) $ 46.52 Performance adjustment (1) (283,282) $ 0.00 Balance at September 30, 2023 1,499,100 $ 37.00 Vested and unissued at September 30, 2023 0 $ 0.00 Non-vested at September 30, 2023 1,499,100 $ 37.00 (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 recorded as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) $ 1,464 $ 675 $ 4,060 $ 4,994 Advertising and marketing 4,399 3,614 11,527 10,523 Sales 9,110 11,064 27,055 33,845 Technology and development 14,566 16,936 42,984 50,116 General and administrative 23,406 23,373 69,082 67,620 Total stock-based compensation expense 52,945 55,662 154,708 167,098 Capitalized stock-based compensation expense 5,028 4,561 14,606 13,404 Total stock-based compensation $ 57,973 $ 60,223 $ 169,314 $ 180,502

Segments (Tables)

Segments (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Reporting Information	The following table presents revenues by segment (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 374,416 $ 342,817 $ 1,084,438 $ 1,016,800 BetterHelp 285,822 265,150 857,450 742,638 Other (1) 0 3,435 0 9,693 Total Consolidated Revenue $ 660,238 $ 611,402 $ 1,941,888 $ 1,769,131 The following table presents Adjusted EBITDA by segment (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 62,805 $ 38,880 $ 135,900 $ 91,467 BetterHelp 25,952 11,150 77,777 61,270 Other (1) 0 1,181 0 (318) Total Consolidated Adjusted EBITDA $ 88,757 $ 51,211 $ 213,677 $ 152,419 ___________________________ (1) Other reflects certain revenues and charges not related to ongoing segment operations.
Reconciliation of Segment Adjusted EBITDA to Consolidated GAAP Income before Income Taxes	The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Teladoc Health Integrated Care $ 62,805 $ 38,880 $ 135,900 $ 91,467 BetterHelp 25,952 11,150 77,777 61,270 Other 0 1,181 0 (318) Total consolidated Adjusted EBITDA 88,757 51,211 213,677 152,419 Adjustments to reconcile to GAAP net loss Goodwill impairment 0 0 0 (9,630,000) Interest income 12,606 4,803 33,075 6,192 Interest expense (5,646) (6,149) (16,744) (17,355) Other expense (income), net (1,792) (1,571) 2,908 (2,607) Depreciation and amortization (94,302) (62,008) (239,550) (180,312) Stock-based compensation (52,945) (55,662) (154,708) (167,098) Acquisition, integration, and transformation costs (5,824) (1,594) (16,848) (8,993) Restructuring costs (411) (3,677) (16,043) (3,677) Loss before provision for income taxes (59,557) (74,647) (194,233) (9,851,431) Provision for income taxes 2,484 1,171 2,755 1,971 Net loss $ (57,073) $ (73,476) $ (191,478) $ (9,849,460)
Geographic Data for Long-Lived Assets	Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): As of September 30, As of December 31, United States $ 28,536 $ 25,935 Other 4,351 3,706 Total long-lived assets $ 32,887 $ 29,641

Basis of Presentation and Pri_3

Basis of Presentation and Principles of Consolidation (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) professional_association professional_corporation	Sep. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | professional_association			2
Number of professional corporations consolidated as VIEs | professional_corporation			10
Revenue	$ 660,238	$ 611,402	$ 1,941,888	$ 1,769,131
Net loss	57,073	73,476	191,478	9,849,460
Assets	4,327,973		4,327,973			$ 4,345,355
Stockholders deficit	(2,294,050)	(6,052,661)	(2,294,050)	(6,052,661)	$ (2,295,144)	(2,307,745)	$ (6,084,650)	$ (16,045,757)
Variable Interest Entity, Primary Beneficiary
Variable interest entity
Revenue	56,100	57,500	176,600	176,900
Net loss	0	$ 1,100	0	$ 3,900
Assets	263,500		263,500			106,700
Liabilities	312,100		312,100			143,800
Stockholders deficit	$ 48,600		$ 48,600			$ 37,100

Revenue, Deferred Revenue, an_3

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 660,238	$ 611,402	$ 1,941,888	$ 1,769,131
U.S. Revenue
Disaggregation of Revenue [Line Items]
Revenue	569,322	534,013	1,672,770	1,546,599
International Revenue
Disaggregation of Revenue [Line Items]
Revenue	90,916	77,389	269,118	222,532
Access fees
Disaggregation of Revenue [Line Items]
Revenue	582,070	540,079	1,708,601	1,550,146
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 78,168	$ 71,323	$ 233,287	$ 218,985

Revenue, Deferred Revenue, an_4

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue, current plus long-term	$ 112.3	$ 111.3
Net increase (decrease) in deferred revenue	(1.4)	9.3
Revenue recognized, included in deferred revenue balance at beginning of period	88.6	$ 68.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized, performance obligation	$ 65.3
Period of performance obligation	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized, performance obligation	$ 36.1
Period of performance obligation	1 year

Revenue, Deferred Revenue, an_5

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred device and contract costs, current	$ 31,352	$ 29,956
Deferred device and contract costs, noncurrent	17,999	8,404
Total deferred device and contract costs	$ 49,351	$ 38,360

Revenue, Deferred Revenue, an_6

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs Rollforward (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Deferred Device Cost And Other [Roll Forward]
Beginning balance as of December 31, 2022	$ 38,360
Additions	45,567
Cost of revenue recognized	(34,576)
Ending balance as of September 30, 2023	$ 49,351

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 1,030,527	$ 918,182
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	1,030,527	918,182
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 0	$ 0

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and purchased parts	$ 23,854	$ 30,126
Work in process	902	433
Finished goods	18,847	31,977
Inventory reserve	(7,687)	(6,194)
Total inventories	$ 35,916	$ 56,342

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 62,248	$ 63,159
Deferred device and contract costs, current	31,352	29,956
Other receivables	12,875	25,091
Other current assets	8,307	12,104
Total prepaid expenses and other current assets	$ 114,782	$ 130,310

Goodwill - Summary of Goodwill

Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 1,073,190	$ 1,073,190
Teladoc Health Integrated Care
Goodwill [Line Items]
Goodwill	0	0
BetterHelp
Goodwill [Line Items]
Goodwill	$ 1,073,190	$ 1,073,190

Goodwill - Narrative (Details)

Goodwill - Narrative (Details) $ in Billions		9 Months Ended
	Oct. 01, 2022 USD ($) segment	Sep. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)
Goodwill [Line Items]
Accumulated impairment losses		$ 13.4	$ 12.3
Number of reportable segments | segment	2	2
Teladoc Health Integrated Care
Goodwill [Line Items]
Accumulated impairment losses	$ 1.1

Intangible Assets, Net and Ce_3

Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 2,538,791	$ 2,421,251
Accumulated Amortization	(810,489)	(584,486)
Net Carrying Value	$ 1,728,302	$ 1,836,765
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	9 years 6 months	10 years 4 months 24 days
Client relationships
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 1,456,027	$ 1,458,384
Accumulated Amortization	(364,027)	(291,993)
Net Carrying Value	$ 1,092,000	$ 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 8 months 12 days	13 years 6 months
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 324,675	$ 325,171
Accumulated Amortization	(156,655)	(98,303)
Net Carrying Value	$ 168,020	$ 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 9 months 18 days	7 years
Software
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 416,417	$ 294,629
Accumulated Amortization	(137,176)	(78,373)
Net Carrying Value	$ 279,241	$ 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
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 341,672	$ 343,067
Accumulated Amortization	(152,631)	(115,817)
Net Carrying Value	$ 189,041	$ 227,250
Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	4 years	4 years
Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years	7 years
Technology | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	3 years 10 months 24 days	4 years 8 months 12 days

Intangible Assets, Net and Ce_4

Intangible Assets, Net and Certain Cloud Computing Costs - Amortization by Components (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of acquired intangibles	$ 69,189	$ 48,676	$ 172,210	$ 148,327
Amortization of capitalized software	22,645	9,524	58,995	23,176
Depreciation and amortization	$ 91,834	$ 58,200	$ 231,205	$ 171,503

Intangible Assets, Net and Ce_5

Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Change in Accounting Estimate [Line Items]
Net cloud computing costs	$ 38,200		$ 38,200		$ 25,400
Cloud computing expense	600	$ 600	2,400	$ 1,100
Amortization expense	$ 91,834	$ 58,200	$ 231,205	$ 171,503
Earnings per share, basic (in dollars per share)	$ (0.35)	$ (0.45)	$ (1.17)	$ (61.09)
Earnings per share, diluted (in dollars per share)	$ (0.35)	$ (0.45)	$ (1.17)	$ (61.09)
Change in Accounting Method Accounted for as Change in Estimate
Change in Accounting Estimate [Line Items]
Amortization expense	$ 18,600		$ 18,600
Earnings per share, basic (in dollars per share)	$ 0.11		$ 0.11
Earnings per share, diluted (in dollars per share)	$ 0.11		$ 0.11

Intangible Assets, Net and Ce_6

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	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 100,248
2024	344,537
2025	260,330
2026	199,008
2027 and thereafter	824,179
Net Carrying Value	$ 1,728,302	$ 1,836,765

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Professional fees	$ 9,235	$ 10,152
Consulting fees/provider fees	17,598	16,407
Client performance guarantees and accrued rebates	31,615	18,687
Interest payable	5,781	1,480
Income tax payable	757	3,817
Insurance	4,662	5,981
Lease abandonment obligation - current	5,650	3,247
Marketing and advertising	43,078	35,055
Operating lease liabilities – current	$ 10,787	$ 13,592
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total	Total
Franchise and sales taxes	$ 17,086	$ 10,183
Staff augmentation	4,006	3,391
Other	42,298	46,701
Total	$ 192,553	$ 168,693

Convertible Senior Notes - Narr

Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions			9 Months Ended
	May 19, 2020 USD ($)	May 08, 2018 USD ($)	Sep. 30, 2023 USD ($) debtSeries day $ / shares shares	Dec. 31, 2022 USD ($)	Jun. 04, 2020 USD ($)
Debt Instrument [Line Items]
Number of series of convertible senior debt outstanding | debtSeries			3
2027 Notes
Debt Instrument [Line Items]
Aggregate principal amount | $	$ 1,000,000,000		$ 1,000,000,000	$ 1,000,000,000
Interest rate	1.25%
Net proceeds from issuance of debt | $	$ 975,900,000
Offering costs | $	$ 24,100,000
2025 Notes
Debt Instrument [Line Items]
Aggregate principal amount | $		$ 287,500,000	725,000	725,000
Interest rate		1.375%
Net proceeds from issuance of debt | $		$ 279,100,000
Offering costs | $		$ 8,400,000
Livongo Notes
Debt Instrument [Line Items]
Aggregate principal amount | $			$ 550,000,000	$ 550,000,000	$ 550,000,000
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
Convertible debt, reference property rate			0.592
Convertible debt, Reference property , conversion price (in dollars per share) | $ / shares			$ 4.24
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion (in days) | day			40
Percentage of principal for repurchase price			100%
Convertible Notes Payable
Debt Instrument [Line Items]
Principal multiple amount used in the conversion of the debt instrument | $			$ 1,000
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%
Convertible debt, business days, measurement period (in days) | day			5
Convertible debt, consecutive trading days, measurement period (in days) | day			10
Trading price expressed as a percentage of the last reported sales price and conversion rate after the specified consecutive trading day period			98%
Shares reserved for issuance (in shares) | shares			8.7
2027 Notes, 2025 Notes and the 2022 Notes
Debt Instrument [Line Items]
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion (in days) | day			25

Convertible Senior Notes - Debt

Convertible Senior Notes - Debt Outstanding (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
2027 Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 1,000,000,000
Interest Rate Per Year	1.25%
Fair value	$ 796,900,000	$ 768,200,000
Conversion ratio	0.0041258
Remaining Contractual Life	3 years 8 months 12 days
2025 Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 700,000
Interest Rate Per Year	1.375%
Fair value	$ 300,000	300,000
Conversion ratio	0.0186621
Remaining Contractual Life	1 year 7 months 6 days
Livongo Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 550,000,000
Interest Rate Per Year	0.875%
Fair value	$ 502,600,000	$ 480,600,000
Conversion ratio	0.01394
Remaining Contractual Life	1 year 8 months 12 days
Convertible Notes Payable
Debt Instrument [Line Items]
Principal multiple amount used in the conversion of the debt instrument	$ 1,000

Convertible Senior Notes - Net

Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Jun. 04, 2020	May 19, 2020	May 08, 2018
Debt Instrument [Line Items]
Net carrying amount	$ 1,537,833	$ 1,535,288
2027 Notes
Debt Instrument [Line Items]
Principal	1,000,000	1,000,000		$ 1,000,000
Less: Debt discount, net	(12,886)	(15,430)
Net carrying amount	987,114	984,570
2025 Notes
Debt Instrument [Line Items]
Principal	725	725			$ 287,500
Less: Debt discount, net	(6)	(7)
Net carrying amount	719	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

Convertible Senior Notes - Tota

Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
2027 Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 3,125	$ 3,125	$ 9,375	$ 9,375
Amortization of debt discount	851	838	2,542	2,502
Total	$ 3,976	$ 3,963	$ 11,917	$ 11,877
Effective interest rate	1.60%	1.60%	1.60%	1.60%
2025 Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 2	$ 2	$ 7	$ 7
Amortization of debt discount	1	1	2	2
Total	$ 3	$ 3	$ 9	$ 9
Effective interest rate	1.80%	1.80%	1.80%	1.80%
Livongo Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 1,203	$ 1,203	$ 3,609	$ 3,609
Amortization of debt discount	0	0	0	0
Total	$ 1,203	$ 1,203	$ 3,609	$ 3,609
Effective interest rate	0.90%	0.90%	0.90%	0.90%

Leases - Narrative (Details)

Leases - Narrative (Details)	Sep. 30, 2023
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	1 year
Options to extend lease terms	1 year
Lessor lease term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	9 years
Options to extend lease terms	5 years
Lessor lease term	5 years

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 3,881
2024	11,909
2025	9,273
2026	8,082
2027	5,967
2028 and thereafter	14,674
Total future minimum payments	53,786
Less: imputed interest	(8,646)
Present value of lease liabilities	45,140
Accrued expenses and other current liabilities	$ 10,787	$ 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	$ 34,353	$ 38,042

Restructuring - Narrative (Deta

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 411	$ 3,677	$ 16,043	$ 3,677
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	200		7,900
Lease Termination
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 200		8,100
Right-of-use asset impairment			$ 4,900

Restructuring - Accrual and Cha

Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Accrued Balance, December 31, 2022	$ 4,043
Additions	11,180
Cash payments	(8,251)
Accrued Balance, September 30, 2023	6,972
Severance
Restructuring Reserve [Roll Forward]
Accrued Balance, December 31, 2022	796
Additions	7,871
Cash payments	(7,345)
Accrued Balance, September 30, 2023	1,322
Lease Termination
Restructuring Reserve [Roll Forward]
Accrued Balance, December 31, 2022	3,247
Additions	3,309
Cash payments	(906)
Accrued Balance, September 30, 2023	$ 5,650

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant (in shares)	14,658,357		14,658,357
Grant-date fair value of stock options granted	$ 400	$ 300	$ 1,200	$ 24,900
Stock-based compensation expense	52,945	55,662	$ 154,708	$ 167,098
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			4 years
Dividend yield			0%	0%
Stock-based compensation expense	2,300	2,400	$ 7,000	$ 18,000
Unrecognized compensation cost for stock options	16,700		$ 16,700
Period over which unrecognized compensation cost is expected to be recognized			2 years 14 days
Stock options | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercisable period (in years)			10 years
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Stock-based compensation expense	51,900	53,700	$ 148,800	147,800
Period over which unrecognized compensation cost is expected to be recognized			1 year 10 months 28 days
Grant-date fair value of restricted stock options granted	7,500	18,800	$ 189,200	293,500
Unrecognized compensation cost related to non vested awards	292,100		$ 292,100
Restricted Stock Units (RSUs) | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Restricted Stock Units (RSUs) | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	2,600	3,100	$ 9,900	12,500
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	0	0	$ 34,900	35,000
Unrecognized compensation cost related to non vested awards	36,200		$ 36,200
Performance Shares | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Actual performance compared to performance conditions percentage			0%
Performance Shares | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Actual performance compared to performance conditions percentage			200%
ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,200	$ 900	$ 3,600	$ 2,000
Period over which unrecognized compensation cost is expected to be recognized			1 month 6 days
Additional shares reserved for issuance under the plan (in shares)			3,000,000
Shares reserved for issuance under the plan (in shares)	4,113,343		4,113,343
Maximum offering period			27 months
Stock purchase price as a percentage of fair value			85%
Issuance of stock under employee stock purchase plan (in shares)	0	0	271,736	148,609
Remaining shares available for issuance under the plan (in shares)	3,121,353		3,121,353
Unrecognized compensation cost	$ 500		$ 500

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Number of Shares Outstanding
Balance at beginning of period (in shares)	4,243,934	4,243,934
Stock option grants (in shares)		87,554
Stock options exercised (in shares)		(171,888)
Stock options forfeited (in shares)		(116,323)
Balance at end of period (in shares)		4,043,277
Vested or expected to vest at end of period (in shares)		4,043,277
Exercisable at end of period (in shares)		3,053,345
Weighted- Average Exercise Price
Balance at beginning of period (in dollars per share)	$ 27.79	$ 27.79
Stock option grants (in dollars per share)		24.27
Stock options exercised (in dollars per share)		8.28
Stock options forfeited (in dollars per share)		50.27
Balance at end of period (in dollars per share)		27.89
Weighted-average exercise price, vested or expected to vest at end of period (in dollars per share)		27.89
Weighted-average exercise price, exercisable at end of period (in dollars per share)		$ 25.49
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-average remaining contractual life in years	6 years 1 month 6 days	5 years 6 months 10 days
Weighted-average remaining contractual life in years, vested or expected to vest at end of period		5 years 6 months 10 days
Weighted-average remaining contractual life in years, exercisable at end of period		4 years 5 months 19 days
Aggregate intrinsic value		$ 9,600	$ 19,541
Aggregate intrinsic value, stock options exercised		2,993
Aggregate intrinsic value, vested or expected to vest at end of period		9,600
Aggregate intrinsic value, exercisable at end of period		$ 9,600

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Assumptions Used for Estimate of Fair Value of Options (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Volatility, minimum	65.58%	56.69%
Volatility, maximum	68.22%	67.95%
Risk-free interest rate, minimum	3.68%	1.13%
Risk-free interest rate, maximum	4.34%	3.46%
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	4 years 3 months 18 days	4 years 1 month 6 days
Dividend yield	0%	0%
Weighted-average fair value of the underlying stock options (in dollars per share)	$ 13.42	$ 17.72

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
RSUs
Balance at beginning of period (in shares) | shares	6,481,669
Granted (in shares) | shares	7,121,431
Vested and issued (in shares) | shares	(2,448,261)
Forfeited (in shares) | shares	(1,094,153)
Balance at end of period (in shares) | shares	10,060,686
Vested and unissued at end of period (in shares) | shares	43,118
Non-vested at end of period (in shares) | shares	10,017,568
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	26.56
Vested and issued (in dollars per share) | $ / shares	71.64
Forfeited (in dollars per share) | $ / shares	50.48
Outstanding at end of period (in dollars per share) | $ / shares	36.64
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) | $ / shares	56.25
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) | $ / shares	$ 36.67

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Performance-Based Units Activity (Details) - Performance Shares	9 Months Ended
	Sep. 30, 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	(27,049)
Performance adjustment (in shares) | shares	(283,282)
Balance at end of period (in shares) | shares	1,499,100
Vested and unissued at end of period (in shares) | shares	0
Non-vested at end of period (in shares) | shares	1,499,100
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	46.52
Performance adjustment (in dollars per share) | $ / shares	0
Outstanding at end of period (in dollars per share) | $ / shares	37
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) | $ / shares	0
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) | $ / shares	$ 37
Minimum
Weighted-Average Grant Date Fair Value Per PSU
Percentage of target award	0%
Maximum
Weighted-Average Grant Date Fair Value Per PSU
Percentage of target award	86.25%

Common Stock and Stockholders_8

Common Stock and Stockholders' Equity - Total Compensation Costs for Stock-Based Awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 52,945	$ 55,662	$ 154,708	$ 167,098
Capitalized stock-based compensation expense	5,028	4,561	14,606	13,404
Total stock-based compensation	57,973	60,223	169,314	180,502
Cost of revenue (exclusive of depreciation and amortization, which is shown separately)
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,464	675	4,060	4,994
Advertising and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	4,399	3,614	11,527	10,523
Sales
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	9,110	11,064	27,055	33,845
Technology and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	14,566	16,936	42,984	50,116
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 23,406	$ 23,373	$ 69,082	$ 67,620

Provision for Income Taxes (Det

Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 2,484	$ 1,171	$ 2,755	$ 1,971

Legal Matters (Details)

Legal Matters (Details) $ in Millions	Jul. 14, 2023 USD ($)
Federal Trade Commission
Loss Contingencies [Line Items]
Litigation settlement, amount awarded to other party	$ 7.8

Segments - Narrative (Details)

Segments - Narrative (Details) - segment		9 Months Ended
	Oct. 01, 2022	Sep. 30, 2023
Segment Reporting [Abstract]
Number of reportable segments	2	2

Segments - Revenues by Segment

Segments - Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total Consolidated Revenue	$ 660,238	$ 611,402	$ 1,941,888	$ 1,769,131
Operating Segments | Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Revenue	374,416	342,817	1,084,438	1,016,800
Operating Segments | BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Revenue	285,822	265,150	857,450	742,638
Other
Segment Reporting Information [Line Items]
Total Consolidated Revenue	$ 0	$ 3,435	$ 0	$ 9,693

Segments - Adjusted EBITDA by S

Segments - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 88,757	$ 51,211	$ 213,677	$ 152,419
Operating Segments | Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	62,805	38,880	135,900	91,467
Operating Segments | BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	25,952	11,150	77,777	61,270
Other
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 0	$ 1,181	$ 0	$ (318)

Segments - Reconciliation of Se

Segments - Reconciliation of Segment Adjusted EBITDA to Consolidated GAAP Income before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 88,757	$ 51,211	$ 213,677	$ 152,419
Adjustments to reconcile to GAAP net loss
Goodwill impairment	0	0	0	(9,630,000)
Interest income	12,606	4,803	33,075	6,192
Interest expense	(5,646)	(6,149)	(16,744)	(17,355)
Other expense (income), net	1,792	1,571	(2,908)	2,607
Depreciation and amortization	(94,302)	(62,008)	(239,550)	(180,312)
Stock-based compensation	(52,945)	(55,662)	(154,708)	(167,098)
Acquisition, integration, and transformation costs	(5,824)	(1,594)	(16,848)	(8,993)
Restructuring costs	(411)	(3,677)	(16,043)	(3,677)
Loss before provision for income taxes	(59,557)	(74,647)	(194,233)	(9,851,431)
Provision for income taxes	2,484	1,171	2,755	1,971
Net loss	(57,073)	(73,476)	(191,478)	(9,849,460)
Operating Segments | Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	62,805	38,880	135,900	91,467
Operating Segments | BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	25,952	11,150	77,777	61,270
Other
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 0	$ 1,181	$ 0	$ (318)

Segments - Geographic Data for

Segments - Geographic Data for Long-Lived Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 32,887	$ 29,641
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	28,536	25,935
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 4,351	$ 3,706

Uncategorized Items - tdoc-2023

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]