Teladoc Health (TDOC) 10-Q 2 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Oct. 27, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-31
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		161,927,087
Entity Central Index Key	0001477449
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 899,631	$ 893,480
Short-term investments	0	2,537
Accounts receivable, net of allowance of $15,311 and $12,384, respectively	201,701	168,956
Inventories	59,344	73,079
Prepaid expenses and other current assets	126,912	87,387
Total current assets	1,287,588	1,225,439
Property and equipment, net	27,270	27,234
Goodwill	4,846,001	14,504,174
Intangible assets, net	1,854,263	1,910,278
Operating lease - right-of-use assets	45,187	46,780
Other assets	43,656	20,703
Total assets	8,103,965	17,734,608
Current liabilities:
Accounts payable	70,783	47,257
Accrued expenses and other current liabilities	177,111	102,933
Accrued compensation	63,211	91,941
Deferred revenue-current	90,210	75,569
Advances from financing companies	10,086	13,313
Total current liabilities	411,401	331,013
Other liabilities	1,632	1,492
Operating lease liabilities, net of current portion	41,080	41,773
Deferred revenue, net of current portion	3,146	3,834
Advances from financing companies, net of current portion	7,855	9,291
Deferred taxes, net	51,742	75,777
Convertible senior notes, net	1,534,448	1,225,671
Commitments and contingencies (Note 10)
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 162,195,790 shares and 160,469,325 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	162	160
Additional paid-in capital	17,299,981	17,473,336
Accumulated deficit	(11,198,216)	(1,421,454)
Accumulated other comprehensive loss	(49,266)	(6,285)
Total stockholders' equity	6,052,661	16,045,757
Total liabilities and stockholders' equity	$ 8,103,965	$ 17,734,608

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for accounts receivable	$ 15,311	$ 12,384
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	162,195,790	160,469,325
Common stock, shares outstanding	162,195,790	160,469,325

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Revenue	$ 611,402	$ 521,658	$ 1,769,131	$ 1,478,472
Expenses:
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below)	185,619	169,041	555,114	475,273
Operating expenses:
Advertising and marketing	178,920	111,078	477,094	303,738
Sales	54,634	62,602	170,893	191,251
Technology and development	87,815	80,250	256,053	239,017
General and administrative	112,542	103,016	328,333	319,404
Acquisition, integration, and transformation costs	1,594	4,340	8,993	22,084
Depreciation and amortization	62,008	51,907	180,312	151,907
Goodwill impairment	0	0	9,630,000	0
Total expenses	683,132	582,234	11,606,792	1,702,674
Loss from operations	(71,730)	(60,576)	(9,837,661)	(224,202)
Loss on extinguishment of debt	0	850	0	43,728
Other expense (income), net	1,571	376	2,607	(5,493)
Interest expense, net	1,346	18,895	11,163	61,493
Net loss before provision for income taxes	(74,647)	(80,697)	(9,851,431)	(323,930)
(Benefit) Provision for income taxes	(1,171)	3,643	(1,971)	93,878
Net loss	(73,476)	(84,340)	(9,849,460)	(417,808)
Other comprehensive loss, net of tax:
Currency translation adjustment and other	(19,402)	(13,423)	(42,981)	(19,650)
Comprehensive loss	$ (92,878)	$ (97,763)	$ (9,892,441)	$ (437,458)
Net loss per share, basic (in dollars per share)	$ (0.45)	$ (0.53)	$ (61.09)	$ (2.68)
Net loss per share, diluted (in dollars per share)	$ (0.45)	$ (0.53)	$ (61.09)	$ (2.68)
Weighted-average shares used to compute basic net loss per share	161,727,962	159,435,165	161,217,033	155,926,680
Weighted-average shares used to compute diluted net loss per share	161,727,962	159,435,165	161,217,033	155,926,680

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock 2022 Notes	Common Stock 2025 Notes	Common Stock Cumulative effect adjustment due to adoption of ASU 2020-06	Common Stock	Additional Paid-In Capital 2022 Notes	Additional Paid-In Capital 2025 Notes	Additional Paid-In Capital Cumulative effect adjustment due to adoption of ASU 2020-06	Additional Paid-In Capital	Accumulated Deficit 2022 Notes	Accumulated Deficit 2025 Notes	Accumulated Deficit Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Deficit	Accumulated Other Comprehensive Loss 2022 Notes	Accumulated Other Comprehensive Loss 2025 Notes	Accumulated Other Comprehensive Loss Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Other Comprehensive Loss	2022 Notes	2025 Notes	Cumulative effect adjustment due to adoption of ASU 2020-06	Total
Balance as of beginning of the period at Dec. 31, 2020				$ 150,000				$ 16,857,797,000				$ (992,661,000)				$ 18,518,000				$ 15,883,804,000
Balance as of beginning of the period (in shares) at Dec. 31, 2020				150,281,099
Stockholders' Equity (Deficit)
Exercise of stock options				$ 3,000				22,953,000				0				0				22,956,000
Exercise of stock options (in shares)				2,123,935
Issuance of common stock upon vesting of restricted stock units				$ 1,000				(1,000)				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				1,490,879
Issuance of stock under employee stock purchase plan				$ 0				10,539,000				0				0				10,539,000
Issuance of stock under employee stock purchase plan (in shares)				82,088
Issuance of common stock for Notes	$ 1,000	$ 5,000			$ 270,111,000	$ 920,514,000			$ 0	$ 0			$ 0	$ 0			$ 270,112,000	$ 920,519,000
Issuance of common stock for Notes (in shares)	1,058,373	5,182,656
Recovery of excess common stock issued for acquisition				$ 0				(40,329,000)				0				0				(40,329,000)
Recovery of excess common stock issued for acquisition (in shares)				(205,279)
Equity portion of extinguishment of Notes	$ 0	$ 0			$ (224,081,000)	(668,507,000)			$ 0	0			$ 0	0			$ (224,081,000)	(668,507,000)
Stock-based compensation				$ 0				250,027,000				0				0				250,027,000
Other comprehensive loss, net of tax				0				0				0				(19,650,000)				(19,650,000)
Net loss				0				0				(417,808,000)				0				(417,808,000)
Balance as of end of the period at Sep. 30, 2021				$ 160,000				17,399,023,000				(1,410,469,000)				(1,132,000)				15,987,582,000
Balance as of end of the period (in shares) at Sep. 30, 2021				160,013,751
Balance as of beginning of the period at Jun. 30, 2021				$ 159,000				17,314,749,000				(1,326,129,000)				12,291,000				16,001,070,000
Balance as of beginning of the period (in shares) at Jun. 30, 2021				159,462,978
Stockholders' Equity (Deficit)
Exercise of stock options				$ 1,000				5,174,000				0				0				5,175,000
Exercise of stock options (in shares)				216,882
Issuance of common stock upon vesting of restricted stock units				$ 0				0				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				235,674
Issuance of common stock for Notes		$ 0				14,868,000				0				0				14,868,000
Issuance of common stock for Notes (in shares)		98,217
Equity portion of extinguishment of Notes		$ 0				(10,079,000)				0				0				(10,079,000)
Stock-based compensation				$ 0				74,311,000				0				0				74,311,000
Other comprehensive loss, net of tax				0				0				0				(13,423,000)				(13,423,000)
Net loss				0				0				(84,340,000)				0				(84,340,000)
Balance as of end of the period at Sep. 30, 2021				$ 160,000				17,399,023,000				(1,410,469,000)				(1,132,000)				15,987,582,000
Balance as of end of the period (in shares) at Sep. 30, 2021				160,013,751
Balance as of beginning of the period at Dec. 31, 2021			$ 0	$ 160,000			$ (363,731,000)	17,473,336,000			$ 72,698,000	(1,421,454,000)			$ 0	(6,285,000)			$ (291,033,000)	16,045,757,000
Balance as of beginning of the period (in shares) at Dec. 31, 2021			0	160,469,325
Stockholders' Equity (Deficit)
Exercise of stock options				$ 1,000				5,645,000				0				0				$ 5,646,000
Exercise of stock options (in shares)				552,400																552,400
Issuance of common stock upon vesting of restricted stock units				$ 1,000				(1,000)				0				0				$ 0
Issuance of common stock upon vesting of restricted stock units (in shares)				1,025,363
Issuance of stock under employee stock purchase plan				$ 0				4,225,000				0				0				4,225,000
Issuance of stock under employee stock purchase plan (in shares)				148,609
Issuance of common stock for Notes		$ 0				7,000				0				0				7,000
Issuance of common stock for Notes (in shares)		93
Equity portion of extinguishment of Notes		$ 0				$ (2,000)				$ 0				$ 0				$ (2,000)
Stock-based compensation				$ 0				180,502,000				0				0				180,502,000
Other comprehensive loss, net of tax				0				0				0				(42,981,000)				(42,981,000)
Net loss				0				0				(9,849,460,000)				0				(9,849,460,000)
Balance as of end of the period at Sep. 30, 2022				$ 162,000				17,299,981,000				(11,198,216,000)				(49,266,000)				6,052,661,000
Balance as of end of the period (in shares) at Sep. 30, 2022				162,195,790
Balance as of beginning of the period at Jun. 30, 2022				$ 162,000				17,239,092,000				(11,124,740,000)				(29,864,000)				6,084,650,000
Balance as of beginning of the period (in shares) at Jun. 30, 2022				161,892,008
Stockholders' Equity (Deficit)
Exercise of stock options				$ 0				666,000				0				0				666,000
Exercise of stock options (in shares)				125,039
Issuance of common stock upon vesting of restricted stock units				$ 0				0				0				0				0
Issuance of common stock upon vesting of restricted stock units (in shares)				178,743
Stock-based compensation				$ 0				60,223,000				0				0				60,223,000
Other comprehensive loss, net of tax				0				0				0				(19,402,000)				(19,402,000)
Net loss				0				0				(73,476,000)				0				(73,476,000)
Balance as of end of the period at Sep. 30, 2022				$ 162,000				$ 17,299,981,000				$ (11,198,216,000)				$ (49,266,000)				$ 6,052,661,000
Balance as of end of the period (in shares) at Sep. 30, 2022				162,195,790

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Operating activities:
Net loss	$ (73,476)		$ (84,340)	$ (9,849,460)	$ (417,808)
Adjustments to reconcile net loss to net cash provided by operating activities:
Goodwill impairment	0	$ 6,600,000	0	9,630,000	0	$ 0
Depreciation and amortization				180,312	151,907
Depreciation of rental equipment				2,185	2,500
Amortization of right-of-use assets				9,266	8,185
Provision for allowances				8,867	11,353
Stock-based compensation				167,098	240,971
Deferred income taxes				(5,942)	91,414
Accretion of interest				2,496	46,843
Loss on extinguishment of debt				0	40,631
Gain on sale of investment				0	(5,901)
Other, net				3,677	38
Changes in operating assets and liabilities:
Accounts receivable				(45,267)	(19,407)
Prepaid expenses and other current assets				(39,177)	(34,566)
Inventory				13,709	(2,661)
Other assets				(22,854)	(3,432)
Accounts payable				24,067	(11,115)
Accrued expenses and other current liabilities				70,046	15,880
Accrued compensation				(32,028)	(17,352)
Deferred revenue				12,311	20,002
Operating lease liabilities				(8,111)	(8,202)
Other liabilities				2,548	1,502
Net cash provided by operating activities				123,743	110,782
Investing activities:
Capital expenditures				(10,285)	(5,611)
Capitalized software				(108,588)	(35,402)
Proceeds from marketable securities				2,507	50,000
Proceeds from the sale of investment				0	10,901
Acquisitions of businesses, net of cash acquired				0	(75,944)
Other, net				2,514	3,150
Net cash used in investing activities				(113,852)	(52,906)
Financing activities:
Net proceeds from the exercise of stock options				5,646	22,956
Repurchase of 2022 Notes				0	(139)
Proceeds from advances from financing companies				6,807	10,677
Payment against advances from financing companies				(11,470)	(12,053)
Proceeds from employee stock purchase plan				3,386	13,996
Cash received for withholding taxes on stock-based compensation, net				594	3,109
Other, net				(2,847)	(4,224)
Net cash provided by financing activities				2,116	34,322
Net (decrease) increase in cash and cash equivalents				12,007	92,198
Foreign exchange difference				(5,856)	(1,694)
Cash and cash equivalents at beginning of the period		$ 893,480		893,480	733,324	733,324
Cash and cash equivalents at end of the period	$ 899,631		$ 823,828	899,631	823,828	$ 893,480
Income taxes paid				901	3,114
Interest paid				$ 8,688	$ 10,380

Organization and Description of

Organization and Description of Business	9 Months Ended
	Sep. 30, 2022
Organization and Description of Business
Organization and Description of Business	T ELADOC HEALTH, INC. ​ NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1. 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, forging a new healthcare experience with better convenience, outcomes, and value. 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. On October 30, 2020, the Company completed the merger with Livongo Health, Inc. (“Livongo”), a transformational opportunity to improve the delivery, access and experience of chronic healthcare for individuals around the world. ​ On July 1, 2020, the Company completed the acquisition of InTouch Technologies, Inc. (“InTouch”), a leading provider of enterprise telehealth solutions for hospitals and health systems.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	9 Months Ended
	Sep. 30, 2022
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	Note 2. Basis of Presentation and Principles of Consolidation ​ The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) 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, 2021 (the “2021 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. 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 the Company. 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 income (loss) for the VIE were $57.5 million and ($1.1) million, and $58.8 million and $1.0 million, for the quarters ended September 30, 2022 and 2021, respectively. Total revenue and net income (loss) for the VIE were $176.9 million and ($3.9) million, and $169.6 million and ($0.2) million, for the nine months ended September 30, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $51.0 million and $58.5 million at September 30, 2022 and December 31, 2021, respectively. The VIE’s total liabilities, all of which were current, were $91.0 million and $94.6 million at September 30, 2022 and December 31, 2021, respectively. The VIE’s total stockholders’ deficit was $40.0 million and $36.1 million at September 30, 2022 and December 31, 2021, respectively. Business Combinations ​ The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. ​ When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred. Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the condensed consolidated financial statements. ​ Significant estimates and assumptions by management affect areas including the carrying value and useful life of long-lived assets (including intangible assets), the carrying value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, sales and bad debt allowances, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingences, 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 2021 Form 10-K. Recently Adopted Accounting Standards ​ In August 2020, the financial accounting standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and, accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company currently anticipates a reduction of approximately $58 million in non-cash interest to be recorded on its convertible senior notes for the year ended December 31, 2022, as compared to the year ended December 31, 2021. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million and $15.3 million, respectively, as of January 1, 2022. Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” to clarify that an equity security subject to a contractual sale restriction does not take that restriction into consideration when measuring its fair value and to require specific disclosures related to such an equity security. ASU 2022-03 is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The adoption of ASU 2022-03 is not expected to have a material impact on the Company’s financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50) – Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a rollforward 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. Early adoption is permitted. The Company is currently evaluating what the impact of adopting ASU 2022-04 may have on its financial statements.

Revenue, Deferred Revenue, and

Revenue, Deferred Revenue, and Deferred Device and Contract Costs	9 Months Ended
	Sep. 30, 2022
Revenue, Deferred Revenue, and Deferred Device and Contract Costs
Revenue, Deferred Revenue, and Deferred Device and Contract Costs	Note 3. Revenue, Deferred Revenue, and Deferred Device and Contract Costs The Company generates access fees from customers, consisting of employers, health plans, hospitals and health systems, insurance companies, and financial services companies (collectively “Clients”), as well as individual members, 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. In addition, other revenue is primarily associated with virtual healthcare device equipment included with its hosted virtual healthcare platform. Access revenue accounted for 88% and 86% of the Company’s revenue for the quarters ended September 30, 2022 and 2021, respectively. Access revenue accounted for 88% and 85% of the Company’s revenue for the nine months ended September 30, 2022 and 2021, respectively. ​ The following table presents the Company’s revenues disaggregated by revenue source (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2022 2021 2022 2021 Access Fees Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ $ 465,692 ​ $ 386,181 ​ $ 1,337,264 ​ $ 1,085,325 ​ International ​ ​ 74,387 ​ ​ 62,737 ​ ​ 212,882 ​ ​ 176,764 ​ Total ​ ​ 540,079 ​ ​ 448,918 ​ ​ 1,550,146 ​ ​ 1,262,089 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Visit Fee Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 62,766 ​ 59,863 ​ 191,479 ​ 176,187 ​ International ​ ​ 2,800 ​ ​ 2,690 ​ ​ 8,748 ​ ​ 9,131 ​ Total ​ ​ 65,566 ​ ​ 62,553 ​ ​ 200,227 ​ ​ 185,318 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 5,555 ​ ​ 9,583 ​ ​ 17,856 ​ ​ 29,617 ​ International ​ ​ 202 ​ ​ 604 ​ ​ 902 ​ ​ 1,448 ​ Total ​ ​ 5,757 ​ ​ 10,187 ​ ​ 18,758 ​ ​ 31,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenues ​ $ 611,402 ​ $ 521,658 ​ $ 1,769,131 ​ $ 1,478,472 ​ ​ During the fourth quarter of 2021, the Company refined its definition of international revenues to reflect all international revenues based on location of the customer. Previously, Direct-to-Consumer (“DTC”) activities were primarily reflected based on the location of operations. In addition, certain activities related to the Company’s international operations are now reflected in visit revenues versus access fee revenues. Prior period amounts have been recast to conform with 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. Deferred revenue associated with upfront payments for a device is amortized ratably over the expected member enrollment period. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent deferred revenue. ​ For certain services, payment is required for future months before the service is delivered to the member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue, current plus long-term, was $93.4 million at September 30, 2022 and $76.9 million at September 30, 2021. The net increase of $14.0 million and $21.8 million in the deferred revenue balance for the nine months ended September 30, 2022 and 2021, respectively, was primarily driven by BetterHelp, the Company’s DTC mental health product, InTouch, and Livongo, and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligation associated with the deferred revenue within the prospective fiscal year. Revenue recognized during the quarters ended September 30, 2022 and 2021 that was included in deferred revenue at the beginning of the periods was $59.5 million and $47.2 million, respectively. Revenue recognized during the nine months ended September 30, 2022 and 2021 that was included in deferred revenue at the beginning of the periods was $68.2 million and $48.5 million, respectively. ​ The Company expects to recognize $64.5 million and $23.8 million of revenue in the remainder of 2022 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, ​ ​ 2022 ​ 2021 ​ Deferred device and contract costs, current ​ $ 30,762 ​ $ 22,304 ​ Deferred device and contract costs, noncurrent ​ $ 9,488 ​ $ 6,249 ​ Total deferred device and contract costs ​ $ 40,250 ​ $ 28,553 ​ ​ Deferred costs and other activity were as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Device and Contract Costs Beginning balance as of December 31, 2021 ​ $ 28,553 Additions ​ $ 41,109 Cost of revenue recognized ​ $ (29,412) Ending balance as of September 30, 2022 ​ $ 40,250 ​

Inventories

Inventories	9 Months Ended
	Sep. 30, 2022
Inventories
Inventories	Note 4. Inventories Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2022 2021 Raw materials and purchased parts ​ $ 27,565 ​ $ 28,540 ​ Work in process ​ ​ 1,187 ​ ​ 597 ​ Finished goods ​ ​ 36,803 ​ ​ 49,146 ​ Inventory reserve ​ (6,211) ​ (5,204) ​ Total inventories ​ $ 59,344 ​ $ 73,079 ​ ​

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2022
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	Note 5. Prepaid Expenses and Other Current Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2022 2021 Prepaid expenses ​ $ 59,141 ​ $ 38,255 Deferred device and contract costs, current ​ 30,762 ​ ​ 22,304 Other receivables ​ ​ 24,468 ​ ​ 21,168 Other current assets ​ ​ 12,541 ​ ​ 5,660 Total prepaid expenses and other current assets ​ $ 126,912 ​ $ 87,387 ​

Intangible Assets, Net and Cert

Intangible Assets, Net and Certain Cloud Computing Costs	9 Months Ended
	Sep. 30, 2022
Intangible Assets, Net and Certain Cloud Computing Costs
Intangible Assets, Net and Certain Cloud Computing Costs	Note 6. Intangible Assets, Net and Certain Cloud Computing Costs Intangible assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,451,374 ​ $ (267,063) ​ $ 1,184,311 ​ 13.9 ​ Trademarks ​ 2 to 15 years ​ ​ 324,098 ​ ​ (84,385) ​ ​ 239,713 ​ 7.1 ​ Software 3 to 5 years 252,095 ​ ​ (61,709) ​ ​ 190,386 ​ 2.9 ​ Technology ​ 5 to 7 years ​ ​ 343,025 ​ ​ (103,172) ​ ​ 239,853 ​ 4.8 ​ Intangible assets, net ​ ​ ​ $ 2,370,592 ​ $ (516,329) ​ $ 1,854,263 ​ 10.7 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,465,926 ​ $ (199,866) ​ $ 1,266,060 ​ 14.5 ​ Trademarks ​ 3 to 15 years ​ ​ 326,392 ​ ​ (45,555) ​ ​ 280,837 ​ 9.5 ​ Software 3 to 5 years 126,188 ​ ​ (40,767) ​ ​ 85,421 ​ 2.7 ​ Technology ​ 5 to 7 years ​ ​ 343,262 ​ ​ (65,302) ​ ​ 277,960 ​ 5.6 ​ Intangible assets, net ​ ​ ​ $ 2,261,768 ​ $ (351,490) ​ $ 1,910,278 ​ 12.0 ​ Amortization expense for intangible assets net of foreign currency remeasurement for intangible assets was $58.2 million and $49.6 million for the quarters ended September 30, 2022 and 2021, respectively. Amortization expense for intangible assets net of foreign currency remeasurement for intangible assets was $171.5 million and $145.3 million for the nine months ended September 30, 2022 and 2021, respectively. In January 2022, the Company embarked upon a two-year migration strategy that integrates and moves selected consumer brands under Teladoc Health, which will serve as the primary business-to-business-to-consumer brand that meets all consumer healthcare needs. The evolution of brand names resulted in the weighted average life of the trademarks decreasing from 9.5 years to 7.5 years as of January 1, 2022, and an acceleration of amortization expense being expensed over 2022 and 2023. This change resulted in additional amortization expense of $5.8 million (or $0.04 per basic and diluted share) and $17.4 million (or $0.11 per basic and diluted share) for the quarter and nine months ended September 30, 2022, respectively. Refer to Note 7 to the condensed consolidated financial statements for the results of impairment testing of the Company’s intangible assets, including goodwill. Net cloud computing costs are recorded in other assets within the Company’s balance sheet. As of September 30, 2022 and December 31, 2021, those costs were $21.8 million and $2.6 million, respectively. The associated expense for cloud computing costs, which are recorded in general and administration expense, was $0.6 million and less than $0.1 million for the quarter ended September 30, 2022 and 2021, respectively. The associated expense for cloud computing costs was $1.1 million and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively.

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2022
Goodwill
Goodwill	Note 7. Goodwill Goodwill consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ ​ 2022 2021 ​ Beginning balance as of December 31, 2021 and 2020, respectively ​ $ 14,504,174 ​ $ 14,581,255 ​ Impairment ​ ​ (9,630,000) ​ ​ 0 ​ Additions associated with acquisitions ​ ​ 0 ​ ​ 64,269 ​ Purchase consideration adjustments net of deferred tax impacts ​ ​ 0 ​ ​ (122,306) ​ Currency translation adjustment ​ (28,173) ​ (19,044) ​ Ending balance as of September 30, 2022 and December 31, 2021 ​ $ 4,846,001 ​ $ 14,504,174 ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company has experienced a pair of triggering events in 2022 due to sustained decreases in the Company’s share price, prompting impairment assessments of goodwill and long-lived assets including definite-lived intangibles, first as of March 31, 2022, and again as of June 30, 2022. ​ Both impairment assessments in 2022 reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach continues to be appropriate as it more directly reflects the Company’s future growth and profitability expectations. The table below indicates changes in the most significant inputs to the Company’s impairment analysis on each testing date since its last annual test. ​ ​ ​ ​ ​ Testing dates Discount Rate Peer Group Revenue Multiples % Excess of Reporting Unit Fair Value over Carrying Value December 1, 2021 10.5% 7.0x/5.5x 15.0% March 31, 2022 12.0% 3.5x/3.0x 0% post impairment June 30, 2022 16.0% 2.0x/1.8x 0% post impairment ​ ​ In March 2022, the Company updated the forecasted future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect current conditions. Other changes in valuation assumptions included increases in interest rates and market volatility, resulting in a higher discount rate, and selection of lower revenue multiples based upon an assessment of a relevant peer group. As a result of this review, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but the Company recorded a $6.6 billion non-deductible goodwill impairment charge (or $41.11 per basic and diluted share) for the quarter ended March 31, 2022. The non-cash charges had no impact on the provision for income taxes. ​ As of June 30, 2022, the Company updated valuation assumptions. The discount rate was increased for a company risk premium to reflect the current perception of risks of achieving projected cash flows and, to a lesser extent, to reflect further increases in interest rates and market volatility. Additionally, revenue market multiples were lowered based upon an updated analysis of a consistent peer group. The assessment did not result in an impairment of definite-lived intangible assets or other long-lived assets, but resulted in an additional $3.0 billion non-deductible goodwill impairment charge (or $18.78 per basic and diluted share). For the nine months ended September 30, 2022, a $9.6 billion non-deductible goodwill impairment charge (or $59.73 per basic and diluted share) was recognized. The non-cash charges had no impact on the provision for income taxes. ​ In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower market multiples, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record additional non-cash impairment charges to its goodwill, other intangibles, and/or long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s condensed consolidated statement of operations and balance sheet in the reporting period of the charge. Following the June 2022 impairment, there is no excess of reporting unit fair value over the carrying amount, so any further decrease in estimated fair value would result in an additional impairment charge. The assessment is most sensitive to broader market conditions, including the discount rate and market multiples, and to the Company’s estimated future cash flows.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2022
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 8. 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, ​ ​ 2022 2021 Professional fees ​ $ 13,424 ​ $ 7,124 ​ Consulting fees/provider fees ​ 17,243 ​ ​ 19,010 ​ Client performance guarantees ​ ​ 4,896 ​ ​ 3,034 ​ Interest payable ​ ​ 5,810 ​ ​ 1,480 ​ Income tax payable ​ ​ 4,511 ​ ​ 3,098 ​ Insurance ​ ​ 8,568 ​ ​ 3,884 ​ Marketing ​ ​ 39,075 ​ ​ 2,958 ​ Operating lease liabilities – current ​ ​ 12,864 ​ ​ 12,687 ​ Franchise and sales taxes ​ ​ 11,454 ​ ​ 9,965 ​ Device replacement cost ​ ​ 5,925 ​ ​ 6,263 ​ Accrued rebates ​ ​ 12,581 ​ ​ 4,619 ​ Staff augmentation ​ ​ 7,582 ​ ​ 1,858 ​ Other ​ 33,178 ​ ​ 26,953 ​ Total ​ $ 177,111 ​ $ 102,933 ​ ​

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Fair Value Measurements	Note 9. 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 Company’s short-term investments held as of December 31, 2021 consisted primarily of a certificate of deposit held at a financial institution. The amortized cost of these investments, which are classified as Level 2, approximated their fair value. 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, 2022 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 899,631 ​ $ 0 ​ $ 899,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 893,480 ​ $ 0 ​ $ 893,480 Short-term investments ​ $ 0 ​ $ 2,537 ​ $ 2,537 ​ There were no transfers between fair value measurement levels during any of the periods presented.

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases.
Leases	Note 10. 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 1 year to 10 years, with options to extend the lease term from 1 Operating Leases ​ 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): ​ ​ ​ ​ ​ ​ As of September 30, Operating Leases: ​ 2022 Remainder of 2022 ​ $ 4,339 2023 ​ 15,979 2024 ​ ​ 10,856 2025 ​ ​ 8,295 2026 ​ ​ 7,224 2027 and thereafter ​ ​ 17,695 Total future minimum payments ​ ​ 64,388 Less: imputed interest ​ ​ (10,444) Present value of lease liabilities $ 53,944 ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 12,864 Operating lease liabilities, net of current portion ​ $ 41,080 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 2 The Company recorded lease abandonment and exit costs of $3.7 million for both the quarter and nine months ended September 30, 2022, which primarily consisted of lease impairments and 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, 2022.

Convertible Senior Notes

Convertible Senior Notes	9 Months Ended
	Sep. 30, 2022
Convertible Senior Notes
Convertible Senior Notes	Note 11. Convertible Senior Notes ​ Outstanding Convertible Senior Notes As of September 30, 2022, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company has agreed to guarantee Livongo’s obligations (the “Livongo Notes;” and together with the 2027 Notes, the 2025 Notes and the 2022 Notes (as defined below), the “Notes”). On June 27, 2017, the Company issued, at par value, $275.0 million aggregate principal amount of 3% convertible senior notes due 2022 (the “2022 Notes”), which were redeemed during the quarter ended March 31, 2021 as described below. ​ The following table presents certain terms of the Notes that were outstanding as of September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of September 30, 2022 (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, 2022 (in millions) (1) $ 731.3 ​ $ 0.3 ​ $ 458.7 ​ Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 ​ $ 1.3 ​ $ 605.0 ​ 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, 2022 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of September 30, 2022 ​ 4.7 years ​ ​ 2.6 years ​ ​ 2.7 years ​ (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 9. 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 0.5920 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 Following the adoption of ASU 2020-06 on January 1, 2022 as described in Note 2, 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 2022 2021 Principal ​ $ 1,000,000 ​ $ 1,000,000 Less: Debt discount, net (1) ​ ​ (16,269) ​ ​ (250,846) Net carrying amount ​ ​ 983,731 ​ ​ 749,154 ​ ​ ​ ​ ​ ​ ​ 2025 Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 725 ​ ​ 730 Less: Debt discount, net (1) ​ ​ (8) ​ ​ (166) Net carrying amount ​ ​ 717 ​ ​ 564 ​ ​ ​ ​ ​ ​ ​ Livongo Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 550,000 ​ ​ 550,000 Less: Debt discount, net (1) ​ ​ 0 ​ ​ (74,047) Net carrying amount ​ ​ 550,000 ​ ​ 475,953 ​ ​ ​ ​ ​ ​ ​ Total net carrying amount ​ $ 1,534,448 ​ $ 1,225,671 ​ ​ ​ ​ ​ ​ ​ (1) Included in the accompanying condensed consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method. ​ The following table sets forth total interest expense recognized related to the Notes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ ​ September 30, ​ 2027 Notes: ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ ​ $ 9,375 ​ $ 9,375 ​ Amortization of debt discount ​ 838 ​ ​ 9,370 ​ ​ 2,502 ​ 27,592 ​ Total ​ $ 3,963 ​ $ 12,495 ​ ​ $ 11,877 ​ $ 36,967 ​ Effective interest rate ​ 1.6 % ​ 3.4 % ​ ​ 1.6 % 3.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ September 30, 2025 Notes: ​ ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 2 ​ $ 10 ​ ​ $ 7 ​ $ 1,080 ​ Amortization of debt discount ​ 1 ​ ​ 48 ​ ​ 2 ​ 4,546 ​ Total ​ $ 3 ​ $ 58 ​ ​ $ 9 ​ $ 5,626 ​ Effective interest rate ​ ​ 1.8 % ​ 4.7 % ​ ​ 1.8 % ​ 4.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ Livongo Notes: ​ ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 1,203 ​ $ 1,203 ​ ​ $ 3,609 ​ $ 3,609 ​ Amortization of debt discount ​ 0 ​ ​ 4,858 ​ ​ 0 ​ 14,389 ​ Total ​ $ 1,203 ​ $ 6,061 ​ ​ $ 3,609 ​ $ 17,998 ​ Effective interest rate ​ ​ 0.9 % ​ 5.2 % ​ ​ 0.9 % ​ 5.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exchanges and Conversions of Convertible Senior Notes Due 2025 In June 2021, the Company entered into privately negotiated agreements with certain holders of the 2025 Notes to exchange approximately $206.4 million aggregate principal amount of 2025 Notes for an aggregate of approximately 3.9 million shares of the Company’s common stock in private placement transactions pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). In addition, certain holders of the 2025 Notes converted their 2025 Notes in exchange for 1.2 million shares of the Company’s common stock during the nine months ended September 30, 2021. As a result of the exchanges and conversions, the Company recorded a charge associated with the loss on extinguishment of debt, net of transaction fees, of $31.4 million and $39.5 million during the quarter and nine months ended September 30, 2021, respectively. Redemption of Convertible Senior Notes Due 2022 In March 2021, the Company completed a redemption of all of the then outstanding 2022 Notes in exchange for approximately $0.1 million in cash (including accrued and unpaid interest). Prior to that redemption, certain holders of the 2022 Notes converted their 2022 Notes in exchange for 1.1 million shares of the Company’s common stock during the quarter ended March 31, 2021. As a result of the redemption and conversions, the Company recorded a charge associated with the loss on extinguishment of debt of $3.4 million during the quarter ended March 31, 2021.

Advances from Financing Compani

Advances from Financing Companies	9 Months Ended
	Sep. 30, 2022
Advances from Financing Companies
Advances from Financing Companies	Note 12. Advances from Financing Companies The Company utilizes a third-party financing company to provide certain Clients with a rental option. The principal portion of these up-front payments are reported as advances from financing companies in the accompanying condensed consolidated balance sheets. Interest rates applicable to the outstanding advances as of September 30, 2022 ranged from 3.35% to 8.50%. Client lease payments to third party financing companies will reduce the advances from financing companies as of September 30, 2022 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of September 30, ​ ​ 2022 ​ Remainder of 2022 ​ $ 3,375 ​ 2023 ​ ​ 9,708 ​ 2024 ​ ​ 4,290 ​ 2025 ​ ​ 568 ​ Total ​ $ 17,941 ​ ​

Legal Matters

Legal Matters	9 Months Ended
	Sep. 30, 2022
Legal Matters
Legal Matters	Note 13. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions, and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages, or remedies ultimately resulting from such matters could reasonably have a material effect on the Company’s business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations, or cash flows. On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (the “TCPA”) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. On May 27, 2022, the Court entered an order preliminarily approving the terms of a tentative settlement reached by the parties and conditionally certified the settlement class. The Company will continue to vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial. 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 Livongo merger. 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. The Company believes that these claims are without merit, and the Company and its named current and former officers and directors intend to defend the lawsuit vigorously, including through the filing of a motion to dismiss the complaint on April 8, 2022. On June 6, 2022, a purported securities class action complaint (Schneider v. Teladoc Health, Inc., et. al.) was filed in the United States 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 United States 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. The Company believes that these claims are without merit, and the Company and its named officers intend to defend the lawsuit vigorously. On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the United States 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 United States District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Common Stock and Stockholders'Equity
Common Stock and Stockholders' Equity	Note 14. Common Stock and Stockholders’ Equity Stock Plans The Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (collectively, the “Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. The Company had 15,095,263 shares available for grant at September 30, 2022. ​ 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 statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each restricted stock unit (“RSU”)). ​ Stock Options ​ Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Shares ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Outstanding ​ Price ​ Life in Years ​ Value Balance at December 31, 2021 ​ 3,426,978 ​ $ 22.88 5.32 ​ $ 242,569 ​ Stock option grants ​ 1,407,809 ​ $ 34.33 N/A ​ ​ ​ ​ Stock options exercised ​ (552,400) ​ $ 10.22 N/A ​ $ (23,208) ​ Stock options forfeited ​ (69,761) ​ $ 57.38 N/A ​ ​ ​ ​ Balance at September 30, 2022 ​ 4,212,626 ​ $ 27.81 6.25 ​ $ 23,805 ​ Vested or expected to vest at September 30, 2022 ​ 4,212,626 ​ $ 27.81 6.25 ​ $ 23,805 ​ Exercisable at September 30, 2022 ​ 2,770,160 ​ $ 22.06 4.50 ​ $ 23,805 ​ ​ The total grant-date fair value of stock options granted during the quarters ended September 30, 2022 and 2021 were $0.3 million and $3.0 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2022 and 2021 were $24.9 million and $5.8 million, respectively. ​ The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Company recognizes forfeitures as they occur. The assumptions used in the Black-Scholes option-pricing model are determined as follows: Volatility. The expected volatility was derived from the historical stock volatilities of the Company’s stock volatility 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 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 September 30, ​ ​ 2022 ​ 2021 Volatility ​ 56.69% - 67.95% ​ ​ 56.52% - 58.14% ​ Expected term (in years) ​ 4.1 ​ ​ 4.1 ​ Risk-free interest rate ​ 1.13% - 3.46% ​ ​ 0.31% - 0.70% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options $ $17.72 ​ $ $72.46 ​ ​ For the quarters ended September 30, 2022 and 2021, the Company recorded compensation expense related to stock options of $2.4 million and $23.3 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded compensation expense related to stock options of $18.0 million and $77.1 million, respectively. As of September 30, 2022, the Company had $25.1 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.8 years. Restricted Stock Units The fair value of RSUs is determined on the date of grant. ​ RSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ RSUs Fair Value Per RSU Balance at December 31, 2021 ​ 2,133,501 ​ $ 168.43 Granted 5,649,470 ​ $ 51.94 Vested and issued ​ (826,297) ​ $ 155.01 Forfeited ​ (814,313) ​ $ 112.22 Balance at September 30, 2022 6,142,361 ​ $ 70.72 Vested and unissued at September 30, 2022 ​ 23,878 ​ $ 92.15 Non-vested at September 30, 2022 ​ 6,118,483 ​ $ 70.77 ​ The total grant-date fair value of RSUs granted during the quarters ended September 30, 2022 and 2021 was $18.8 million and $23.1 million, respectively. The total grant-date fair value of RSUs granted during the nine months ended September 30, 2022 and 2021 was $293.5 million and $125.0 million, respectively. For the quarters ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $53.7 million and $42.8 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to RSUs of $147.8 million and $142.6 million, respectively. As of September 30, 2022, the Company had $351.8 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.1 years. Performance Stock Units ​ Stock-based compensation costs associated with the Company’s performance stock units (“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 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 ange from PSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Per PSU Balance at December 31, 2021 ​ 356,249 ​ $ 140.01 Granted 471,659 ​ $ 74.16 Vested and issued ​ (199,066) ​ $ 109.37 Forfeited ​ (27,530) ​ $ 90.44 Balance at September 30, 2022 601,312 ​ $ 103.44 Vested and unissued at September 30, 2022 ​ 0 ​ $ 0.00 Non-vested at September 30, 2022 ​ 601,312 ​ $ 103.44 ​ ​ The total grant-date fair value of PSUs granted during the quarter ended September 30, 2022 and 2021 was $0.0 million and $2.5 million, respectively. The total grant-date fair value of PSUs granted during the nine months ended September 30, 2022 and 2021 was $35.0 million and $70.4 million, respectively. ​ For the quarters ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to PSUs of $3.1 million and $4.2 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to PSUs of $12.5 million and $16.7 million, respectively. ​ As of September 30, 2022, the Company had $8.8 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.3 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. A total of 1,019,726 shares of common stock were reserved for issuance under this plan as of September 30, 2022. 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 quarters ended September 30, 2022 and 2021, the Company did not issue any shares under the ESPP. During the nine months ended September 30, 2022 and 2021, the Company issued 148,609 shares and 82,088 shares, respectively, under the ESPP. As of September 30, 2022, 422,022 shares remained available for issuance. For the quarters ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $0.9 million and $1.4 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $2.0 million and $4.6 million, respectively. As of September 30, 2022, the Company had $0.4 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 year. Total compensation costs for stock-based awards were recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 2021 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 675 ​ $ 2,162 ​ $ 4,994 ​ $ 6,310 ​ ​ Advertising and marketing ​ ​ 3,614 ​ ​ 5,244 ​ ​ 10,523 ​ ​ 15,141 ​ ​ Sales ​ 11,064 ​ 17,518 ​ 33,845 ​ 57,638 ​ ​ Technology and development ​ 17,660 ​ 22,910 ​ 51,532 ​ 77,335 ​ ​ General and administrative ​ 22,649 ​ 23,867 ​ 66,204 ​ 84,547 ​ ​ Total stock-based compensation expense (1) ​ $ 55,662 ​ $ 71,701 ​ $ 167,098 ​ $ 240,971 ​ ​ (1) Excludes the amount capitalized related to internal software development projects.

Provision for Income Taxes

Provision for Income Taxes	9 Months Ended
	Sep. 30, 2022
Provision for Income Taxes
Provision for Income Taxes	Note 15. Provision for Income Taxes The Company’s provision for income taxes were benefits of $1.2 million and $2.0 million for the quarter and nine months ended September 30, 2022, respectively. The Company recorded income tax expenses for the quarter and nine months ended September 30, 2021 of $3.6 million and $93.9 million, respectively. The prior year included $87.0 million, recognized in the first quarter ended March 31, 2021, primarily related to the additional valuation allowance recorded on excess stock compensation associated with the Livongo merger.

Basis of Presentation and Pri_2

Basis of Presentation and Principles of Consolidations (Policies)	9 Months Ended
	Sep. 30, 2022
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	​ The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) 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, 2021 (the “2021 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These financial statements include the results of Teladoc Health, as well as three professional associations and twelve professional corporations (collectively, the “THMG Association”). All intercompany transactions and balances have been eliminated. Certain prior year amounts have been reclassified to conform to the current year presentation. 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 the Company. 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 income (loss) for the VIE were $57.5 million and ($1.1) million, and $58.8 million and $1.0 million, for the quarters ended September 30, 2022 and 2021, respectively. Total revenue and net income (loss) for the VIE were $176.9 million and ($3.9) million, and $169.6 million and ($0.2) million, for the nine months ended September 30, 2022 and 2021, respectively. The VIE’s total assets, all of which were current, were $51.0 million and $58.5 million at September 30, 2022 and December 31, 2021, respectively. The VIE’s total liabilities, all of which were current, were $91.0 million and $94.6 million at September 30, 2022 and December 31, 2021, respectively. The VIE’s total stockholders’ deficit was $40.0 million and $36.1 million at September 30, 2022 and December 31, 2021, respectively.
Business Combinations	Business Combinations ​ The Company accounts for its business combinations using the acquisition method of accounting. The purchase price is attributed to the fair value of the assets acquired and liabilities assumed. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The excess of the purchase price of acquisition over the fair value of the identifiable net assets of the acquiree is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. ​ When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. In connection with determination of fair values, the Company may engage a third-party valuation specialist to assist with the valuation of intangible and certain tangible assets acquired and certain obligations assumed. Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an operating expense in the period in which the costs are incurred.
Use of Estimates	Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the condensed consolidated financial statements. ​ Significant estimates and assumptions by management affect areas including the carrying value and useful life of long-lived assets (including intangible assets), the carrying value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, sales and bad debt allowances, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingences, 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 2021 Form 10-K.
Recently Adopted and Issued Accounting Standards	Recently Adopted Accounting Standards ​ In August 2020, the financial accounting standards board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the conversion option separation model for convertible debt that can be settled in cash and by eliminating the measurement model for beneficial conversion features. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. This ASU also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The Company adopted ASU 2020-06 as of January 1, 2022, under the modified retrospective transition method, and, accordingly, its prior period financial statements were not restated. Upon adoption of ASU 2020-06, the conversion feature of the Company’s convertible senior notes is no longer reported as a component of equity. Instead, the previously-separated equity component is now combined with the liability component, thereby eliminating the amortization of the debt discount arising from the conversion option separation model. As such, the Company currently anticipates a reduction of approximately $58 million in non-cash interest to be recorded on its convertible senior notes for the year ended December 31, 2022, as compared to the year ended December 31, 2021. To reflect the adoption of ASU 2020-06, the Company recorded an increase to convertible senior notes of $306.3 million and decreases to additional paid-in capital, accumulated deficit and net deferred tax liabilities of $363.7 million, $72.7 million and $15.3 million, respectively, as of January 1, 2022. Recently Issued Accounting Standards In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” to clarify that an equity security subject to a contractual sale restriction does not take that restriction into consideration when measuring its fair value and to require specific disclosures related to such an equity security. ASU 2022-03 is effective for annual reporting periods, including interim periods, beginning after December 15, 2023, with early adoption permitted. The provisions of ASU 2022-03 are to be applied prospectively with any adjustments made to earnings on the date of adoption. The adoption of ASU 2022-03 is not expected to have a material impact on the Company’s financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50) – Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a rollforward 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. Early adoption is permitted. The Company is currently evaluating what the impact of adopting ASU 2022-04 may have on its financial statements.

Revenue, Deferred Revenue, an_2

Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables)	9 Months Ended
	Sep. 30, 2022
Revenue, Deferred Revenue, and Deferred Device and Contract Costs
Schedule of disaggregation of revenue	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ 2022 2021 2022 2021 Access Fees Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ $ 465,692 ​ $ 386,181 ​ $ 1,337,264 ​ $ 1,085,325 ​ International ​ ​ 74,387 ​ ​ 62,737 ​ ​ 212,882 ​ ​ 176,764 ​ Total ​ ​ 540,079 ​ ​ 448,918 ​ ​ 1,550,146 ​ ​ 1,262,089 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Visit Fee Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 62,766 ​ 59,863 ​ 191,479 ​ 176,187 ​ International ​ ​ 2,800 ​ ​ 2,690 ​ ​ 8,748 ​ ​ 9,131 ​ Total ​ ​ 65,566 ​ ​ 62,553 ​ ​ 200,227 ​ ​ 185,318 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. ​ ​ 5,555 ​ ​ 9,583 ​ ​ 17,856 ​ ​ 29,617 ​ International ​ ​ 202 ​ ​ 604 ​ ​ 902 ​ ​ 1,448 ​ Total ​ ​ 5,757 ​ ​ 10,187 ​ ​ 18,758 ​ ​ 31,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenues ​ $ 611,402 ​ $ 521,658 ​ $ 1,769,131 ​ $ 1,478,472 ​
Schedule of 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, ​ ​ 2022 ​ 2021 ​ Deferred device and contract costs, current ​ $ 30,762 ​ $ 22,304 ​ Deferred device and contract costs, noncurrent ​ $ 9,488 ​ $ 6,249 ​ Total deferred device and contract costs ​ $ 40,250 ​ $ 28,553 ​ ​ Deferred costs and other activity were as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Device and Contract Costs Beginning balance as of December 31, 2021 ​ $ 28,553 Additions ​ $ 41,109 Cost of revenue recognized ​ $ (29,412) Ending balance as of September 30, 2022 ​ $ 40,250

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2022
Inventories
Schedule of inventories	Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2022 2021 Raw materials and purchased parts ​ $ 27,565 ​ $ 28,540 ​ Work in process ​ ​ 1,187 ​ ​ 597 ​ Finished goods ​ ​ 36,803 ​ ​ 49,146 ​ Inventory reserve ​ (6,211) ​ (5,204) ​ Total inventories ​ $ 59,344 ​ $ 73,079 ​

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Prepaid Expenses and Other Current Assets
Schedule Of Prepaid Expenses and Other Current Assets	​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ 2022 2021 Prepaid expenses ​ $ 59,141 ​ $ 38,255 Deferred device and contract costs, current ​ 30,762 ​ ​ 22,304 Other receivables ​ ​ 24,468 ​ ​ 21,168 Other current assets ​ ​ 12,541 ​ ​ 5,660 Total prepaid expenses and other current assets ​ $ 126,912 ​ $ 87,387

Intangible Assets, Net and Ce_2

Intangible Assets, Net and Certain Cloud Computing Costs (Tables)	9 Months Ended
	Sep. 30, 2022
Intangible Assets, Net and Certain Cloud Computing Costs
Schedule of finite lived intangible assets	Intangible assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ September 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,451,374 ​ $ (267,063) ​ $ 1,184,311 ​ 13.9 ​ Trademarks ​ 2 to 15 years ​ ​ 324,098 ​ ​ (84,385) ​ ​ 239,713 ​ 7.1 ​ Software 3 to 5 years 252,095 ​ ​ (61,709) ​ ​ 190,386 ​ 2.9 ​ Technology ​ 5 to 7 years ​ ​ 343,025 ​ ​ (103,172) ​ ​ 239,853 ​ 4.8 ​ Intangible assets, net ​ ​ ​ $ 2,370,592 ​ $ (516,329) ​ $ 1,854,263 ​ 10.7 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,465,926 ​ $ (199,866) ​ $ 1,266,060 ​ 14.5 ​ Trademarks ​ 3 to 15 years ​ ​ 326,392 ​ ​ (45,555) ​ ​ 280,837 ​ 9.5 ​ Software 3 to 5 years 126,188 ​ ​ (40,767) ​ ​ 85,421 ​ 2.7 ​ Technology ​ 5 to 7 years ​ ​ 343,262 ​ ​ (65,302) ​ ​ 277,960 ​ 5.6 ​ Intangible assets, net ​ ​ ​ $ 2,261,768 ​ $ (351,490) ​ $ 1,910,278 ​ 12.0 ​

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill
Summary of goodwill	Goodwill consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, ​ ​ 2022 2021 ​ Beginning balance as of December 31, 2021 and 2020, respectively ​ $ 14,504,174 ​ $ 14,581,255 ​ Impairment ​ ​ (9,630,000) ​ ​ 0 ​ Additions associated with acquisitions ​ ​ 0 ​ ​ 64,269 ​ Purchase consideration adjustments net of deferred tax impacts ​ ​ 0 ​ ​ (122,306) ​ Currency translation adjustment ​ (28,173) ​ (19,044) ​ Ending balance as of September 30, 2022 and December 31, 2021 ​ $ 4,846,001 ​ $ 14,504,174 ​
Schedule of significant inputs used in goodwill impairment analysis on each testing date	​ ​ ​ ​ ​ Testing dates Discount Rate Peer Group Revenue Multiples % Excess of Reporting Unit Fair Value over Carrying Value December 1, 2021 10.5% 7.0x/5.5x 15.0% March 31, 2022 12.0% 3.5x/3.0x 0% post impairment June 30, 2022 16.0% 2.0x/1.8x 0% post impairment

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Accrued Expenses and Other Current Liabilities
Schedule of 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, ​ ​ 2022 2021 Professional fees ​ $ 13,424 ​ $ 7,124 ​ Consulting fees/provider fees ​ 17,243 ​ ​ 19,010 ​ Client performance guarantees ​ ​ 4,896 ​ ​ 3,034 ​ Interest payable ​ ​ 5,810 ​ ​ 1,480 ​ Income tax payable ​ ​ 4,511 ​ ​ 3,098 ​ Insurance ​ ​ 8,568 ​ ​ 3,884 ​ Marketing ​ ​ 39,075 ​ ​ 2,958 ​ Operating lease liabilities – current ​ ​ 12,864 ​ ​ 12,687 ​ Franchise and sales taxes ​ ​ 11,454 ​ ​ 9,965 ​ Device replacement cost ​ ​ 5,925 ​ ​ 6,263 ​ Accrued rebates ​ ​ 12,581 ​ ​ 4,619 ​ Staff augmentation ​ ​ 7,582 ​ ​ 1,858 ​ Other ​ 33,178 ​ ​ 26,953 ​ Total ​ $ 177,111 ​ $ 102,933 ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Measurements
Schedule 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, 2022 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 899,631 ​ $ 0 ​ $ 899,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 893,480 ​ $ 0 ​ $ 893,480 Short-term investments ​ $ 0 ​ $ 2,537 ​ $ 2,537

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases.
Schedule of future minimum lease payments	​ ​ ​ ​ ​ ​ As of September 30, Operating Leases: ​ 2022 Remainder of 2022 ​ $ 4,339 2023 ​ 15,979 2024 ​ ​ 10,856 2025 ​ ​ 8,295 2026 ​ ​ 7,224 2027 and thereafter ​ ​ 17,695 Total future minimum payments ​ ​ 64,388 Less: imputed interest ​ ​ (10,444) Present value of lease liabilities $ 53,944 ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 12,864 Operating lease liabilities, net of current portion ​ $ 41,080

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	9 Months Ended
	Sep. 30, 2022
Convertible Senior Notes
Summary of the Notes	​ The following table presents certain terms of the Notes that were outstanding as of September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of September 30, 2022 (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, 2022 (in millions) (1) $ 731.3 ​ $ 0.3 ​ $ 458.7 ​ Fair Value as of December 31, 2021 (in millions) (1) $ 940.0 ​ $ 1.3 ​ $ 605.0 ​ 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, 2022 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of September 30, 2022 ​ 4.7 years ​ ​ 2.6 years ​ ​ 2.7 years ​ (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 9. The net carrying values of the Notes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, ​ As of December 31, 2027 Notes 2022 2021 Principal ​ $ 1,000,000 ​ $ 1,000,000 Less: Debt discount, net (1) ​ ​ (16,269) ​ ​ (250,846) Net carrying amount ​ ​ 983,731 ​ ​ 749,154 ​ ​ ​ ​ ​ ​ ​ 2025 Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 725 ​ ​ 730 Less: Debt discount, net (1) ​ ​ (8) ​ ​ (166) Net carrying amount ​ ​ 717 ​ ​ 564 ​ ​ ​ ​ ​ ​ ​ Livongo Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 550,000 ​ ​ 550,000 Less: Debt discount, net (1) ​ ​ 0 ​ ​ (74,047) Net carrying amount ​ ​ 550,000 ​ ​ 475,953 ​ ​ ​ ​ ​ ​ ​ Total net carrying amount ​ $ 1,534,448 ​ $ 1,225,671 ​ ​ ​ ​ ​ ​ ​ (1) Included in the accompanying condensed consolidated balance sheet within convertible senior notes and amortized to interest expense over the expected life of the Notes using the effective interest rate method.
Schedule of total interest expense recognized related to the Notes	The following table sets forth total interest expense recognized related to the Notes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ ​ September 30, ​ 2027 Notes: ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ ​ $ 9,375 ​ $ 9,375 ​ Amortization of debt discount ​ 838 ​ ​ 9,370 ​ ​ 2,502 ​ 27,592 ​ Total ​ $ 3,963 ​ $ 12,495 ​ ​ $ 11,877 ​ $ 36,967 ​ Effective interest rate ​ 1.6 % ​ 3.4 % ​ ​ 1.6 % 3.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ September 30, 2025 Notes: ​ ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 2 ​ $ 10 ​ ​ $ 7 ​ $ 1,080 ​ Amortization of debt discount ​ 1 ​ ​ 48 ​ ​ 2 ​ 4,546 ​ Total ​ $ 3 ​ $ 58 ​ ​ $ 9 ​ $ 5,626 ​ Effective interest rate ​ ​ 1.8 % ​ 4.7 % ​ ​ 1.8 % ​ 4.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ Nine Months Ended ​ ​ ​ September 30, ​ ​ September 30, ​ Livongo Notes: ​ ​ 2022 ​ ​ 2021 ​ ​ ​ 2022 ​ 2021 ​ Contractual interest expense ​ $ 1,203 ​ $ 1,203 ​ ​ $ 3,609 ​ $ 3,609 ​ Amortization of debt discount ​ 0 ​ ​ 4,858 ​ ​ 0 ​ 14,389 ​ Total ​ $ 1,203 ​ $ 6,061 ​ ​ $ 3,609 ​ $ 17,998 ​ Effective interest rate ​ ​ 0.9 % ​ 5.2 % ​ ​ 0.9 % ​ 5.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Advances from Financing Compa_2

Advances from Financing Companies (Tables)	9 Months Ended
	Sep. 30, 2022
Advances from Financing Companies
Schedule of client lease payments to third party financing companies	Client lease payments to third party financing companies will reduce the advances from financing companies as of September 30, 2022 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of September 30, ​ ​ 2022 ​ Remainder of 2022 ​ $ 3,375 ​ 2023 ​ ​ 9,708 ​ 2024 ​ ​ 4,290 ​ 2025 ​ ​ 568 ​ Total ​ $ 17,941 ​

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Common Stock and Stockholders'Equity
Summary of stock option activity under the Plan	Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Shares ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Outstanding ​ Price ​ Life in Years ​ Value Balance at December 31, 2021 ​ 3,426,978 ​ $ 22.88 5.32 ​ $ 242,569 ​ Stock option grants ​ 1,407,809 ​ $ 34.33 N/A ​ ​ ​ ​ Stock options exercised ​ (552,400) ​ $ 10.22 N/A ​ $ (23,208) ​ Stock options forfeited ​ (69,761) ​ $ 57.38 N/A ​ ​ ​ ​ Balance at September 30, 2022 ​ 4,212,626 ​ $ 27.81 6.25 ​ $ 23,805 ​ Vested or expected to vest at September 30, 2022 ​ 4,212,626 ​ $ 27.81 6.25 ​ $ 23,805 ​ Exercisable at September 30, 2022 ​ 2,770,160 ​ $ 22.06 4.50 ​ $ 23,805 ​
Assumptions used for estimate of fair value of options	​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2022 ​ 2021 Volatility ​ 56.69% - 67.95% ​ ​ 56.52% - 58.14% ​ Expected term (in years) ​ 4.1 ​ ​ 4.1 ​ Risk-free interest rate ​ 1.13% - 3.46% ​ ​ 0.31% - 0.70% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options $ $17.72 ​ $ $72.46 ​
Schedule of activity under the RSUs	RSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ RSUs Fair Value Per RSU Balance at December 31, 2021 ​ 2,133,501 ​ $ 168.43 Granted 5,649,470 ​ $ 51.94 Vested and issued ​ (826,297) ​ $ 155.01 Forfeited ​ (814,313) ​ $ 112.22 Balance at September 30, 2022 6,142,361 ​ $ 70.72 Vested and unissued at September 30, 2022 ​ 23,878 ​ $ 92.15 Non-vested at September 30, 2022 ​ 6,118,483 ​ $ 70.77
Schedule of activity under the PSUs	PSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Per PSU Balance at December 31, 2021 ​ 356,249 ​ $ 140.01 Granted 471,659 ​ $ 74.16 Vested and issued ​ (199,066) ​ $ 109.37 Forfeited ​ (27,530) ​ $ 90.44 Balance at September 30, 2022 601,312 ​ $ 103.44 Vested and unissued at September 30, 2022 ​ 0 ​ $ 0.00 Non-vested at September 30, 2022 ​ 601,312 ​ $ 103.44
Components of operating expense charged for compensation cost expense	Total compensation costs for stock-based awards were recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ Nine Months Ended ​ ​ ​ September 30, ​ September 30, ​ ​ ​ 2022 2021 2022 2021 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 675 ​ $ 2,162 ​ $ 4,994 ​ $ 6,310 ​ ​ Advertising and marketing ​ ​ 3,614 ​ ​ 5,244 ​ ​ 10,523 ​ ​ 15,141 ​ ​ Sales ​ 11,064 ​ 17,518 ​ 33,845 ​ 57,638 ​ ​ Technology and development ​ 17,660 ​ 22,910 ​ 51,532 ​ 77,335 ​ ​ General and administrative ​ 22,649 ​ 23,867 ​ 66,204 ​ 84,547 ​ ​ Total stock-based compensation expense (1) ​ $ 55,662 ​ $ 71,701 ​ $ 167,098 ​ $ 240,971 ​ ​ (1) Excludes the amount capitalized related to internal software development projects.

Basis of Presentation and Pri_3

Basis of Presentation and Principles of Consolidation - VIE (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | item			3
Number of professional corporations consolidated as VIEs | item			12
Revenue	$ 611,402	$ 521,658	$ 1,769,131	$ 1,478,472
Net income (loss)	(73,476)	(84,340)	(9,849,460)	(417,808)
Assets	8,103,965		8,103,965			$ 17,734,608
(Equity) deficit	(6,052,661)	(15,987,582)	(6,052,661)	(15,987,582)	$ (6,084,650)	(16,045,757)	$ (16,001,070)	$ (15,883,804)
Primary beneficiary
Variable interest entity
Revenue	57,500	58,800	176,900	169,600
Net income (loss)	(1,100)	$ 1,000	(3,900)	$ (200)
Assets	51,000		51,000			58,500
Liabilities	91,000		91,000			94,600
(Equity) deficit	$ 40,000		$ 40,000			$ 36,100

Basis of Presentation and Pri_4

Basis of Presentation and Principles of Consolidation - Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Recently Issued Accounting Pronouncements
Interest expense, net	$ 1,346	$ 18,895	$ 11,163	$ 61,493
Convertible senior notes, net	1,534,448		1,534,448				$ 1,225,671
Additional paid-in capital	(17,299,981)		(17,299,981)				(17,473,336)
Accumulated deficit	(11,198,216)		(11,198,216)				(1,421,454)
Net deferred tax liabilities	(51,742)		(51,742)				$ (75,777)
Operating lease liability	$ 53,944		$ 53,944
ASU 2020-06 | Cumulative effect adjustment due to adoption of ASU 2020-06
Recently Issued Accounting Pronouncements
Convertible senior notes, net						$ 306,300
Additional paid-in capital						363,700
Accumulated deficit						72,700
Net deferred tax liabilities						$ 15,300
ASU 2020-06 | Cumulative effect adjustment due to adoption of ASU 2020-06 | Pro Forma
Recently Issued Accounting Pronouncements
Interest expense, net					$ 58,000

Revenue, Deferred Revenue, an_3

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Other Disclosures (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Product and Service Concentration Risk | Revenue from Contract with Customer | Access Fees Revenue
Revenue, Deferred Revenue, Deferred Costs and Other
Concentration risk (as a percent)	88%	86%	88%	85%

Revenue, Deferred Revenue, an_4

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation and Other (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Revenue	$ 611,402	$ 521,658	$ 1,769,131	$ 1,478,472
Deferred revenue	93,400	76,900	93,400	76,900
Net increase in deferred revenue			14,000	21,800
Revenue recognized, included in deferred revenue balance at beginning of period	59,500	47,200	68,200	48,500
Access Fees Revenue
Revenue
Revenue	540,079	448,918	1,550,146	1,262,089
Access Fees Revenue | United States
Revenue
Revenue	465,692	386,181	1,337,264	1,085,325
Access Fees Revenue | Foreign.
Revenue
Revenue	74,387	62,737	212,882	176,764
Visit Fee Revenue
Revenue
Revenue	65,566	62,553	200,227	185,318
Visit Fee Revenue | United States
Revenue
Revenue	62,766	59,863	191,479	176,187
Visit Fee Revenue | Foreign.
Revenue
Revenue	2,800	2,690	8,748	9,131
Other
Revenue
Revenue	5,757	10,187	18,758	31,065
Other | United States
Revenue
Revenue	5,555	9,583	17,856	29,617
Other | Foreign.
Revenue
Revenue	$ 202	$ 604	$ 902	$ 1,448

Revenue, Deferred Revenue, an_5

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Revenue Remaining Performance Obligation (Details) $ in Millions	Sep. 30, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 64.5
Period of performance obligation	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 23.8
Period of performance obligation	1 year

Revenue, Deferred Revenue, an_6

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Cost and Other (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Deferred Device and Contract Costs
Deferred device and contract costs, current	$ 30,762	$ 22,304
Deferred costs and other, noncurrent	9,488	6,249
Total Deferred cost and other	$ 40,250	$ 28,553

Revenue, Deferred Revenue, an_7

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Cost and Other Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Change in Deferred Costs And Other
Beginning balance	$ 28,553
Additions	41,109
Cost of revenue recognized	(29,412)
Ending Balance	$ 40,250

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventories
Raw materials and purchased parts	$ 27,565	$ 28,540
Work in process	1,187	597
Finished goods	36,803	49,146
Inventory reserve	(6,211)	(5,204)
Total inventories	$ 59,344	$ 73,079

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid expenses	$ 59,141	$ 38,255
Deferred device and contract costs, current	30,762	22,304
Other receivables	24,468	21,168
Other current assets	12,541	5,660
Total prepaid expenses and other current assets	$ 126,912	$ 87,387

Intangible Assets, Net and Ce_3

Intangible Assets, Net and Certain Cloud Computing Costs - Summary (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Intangible assets
Gross Value		$ 2,261,768	$ 2,370,592		$ 2,370,592		$ 2,261,768
Accumulated Amortization		(351,490)	(516,329)		(516,329)		(351,490)
Net Carrying Value		1,910,278	1,854,263		1,854,263		$ 1,910,278
Amortization expense for intangible assets			58,200	$ 49,600	$ 171,500	$ 145,300
Weighted Average
Intangible assets
Weighted Average Remaining Useful Life					10 years 8 months 12 days		12 years
Client relationships
Intangible assets
Gross Value		1,465,926	1,451,374		$ 1,451,374		$ 1,465,926
Accumulated Amortization		(199,866)	(267,063)		(267,063)		(199,866)
Net Carrying Value		1,266,060	1,184,311		$ 1,184,311		$ 1,266,060
Client relationships | Minimum
Intangible assets
Useful life					2 years		2 years
Client relationships | Maximum
Intangible assets
Useful life					20 years		20 years
Client relationships | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life					13 years 10 months 24 days		14 years 6 months
Trademarks
Intangible assets
Gross Value		326,392	324,098		$ 324,098		$ 326,392
Accumulated Amortization		(45,555)	(84,385)		(84,385)		(45,555)
Net Carrying Value		$ 280,837	239,713		$ 239,713		$ 280,837
Trademarks | Minimum
Intangible assets
Useful life					2 years		3 years
Trademarks | Maximum
Intangible assets
Useful life					15 years		15 years
Trademarks | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	7 years 6 months	9 years 6 months			7 years 1 month 6 days		9 years 6 months
Capitalized software development costs
Intangible assets
Gross Value		$ 126,188	252,095		$ 252,095		$ 126,188
Accumulated Amortization		(40,767)	(61,709)		(61,709)		(40,767)
Net Carrying Value		85,421	190,386		$ 190,386		$ 85,421
Capitalized software development costs | Minimum
Intangible assets
Useful life					3 years		3 years
Capitalized software development costs | Maximum
Intangible assets
Useful life					5 years		5 years
Capitalized software development costs | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life					2 years 10 months 24 days		2 years 8 months 12 days
Technology
Intangible assets
Gross Value		343,262	343,025		$ 343,025		$ 343,262
Accumulated Amortization		(65,302)	(103,172)		(103,172)		(65,302)
Net Carrying Value		$ 277,960	$ 239,853		$ 239,853		$ 277,960
Technology | Minimum
Intangible assets
Useful life					5 years		5 years
Technology | Maximum
Intangible assets
Useful life					7 years		7 years
Technology | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life					4 years 9 months 18 days		5 years 7 months 6 days

Intangible Assets, Net and Ce_4

Intangible Assets, Net and Certain Cloud Computing Costs - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Intangible assets
Additional amortization expense related to two-year migration strategy			$ 5.8		$ 17.4
Additional amortization expense related to two-year migration strategy, per share			$ 0.04		$ 0.11
Net cloud computing costs		$ 2.6	$ 21.8		$ 21.8		$ 2.6
Cloud computing expense			$ 0.6		$ 1.1	$ 0.1
Weighted Average
Intangible assets
Weighted average remaining useful life					10 years 8 months 12 days		12 years
Maximum
Intangible assets
Cloud computing expense				$ 0.1
Trademarks | Weighted Average
Intangible assets
Weighted average remaining useful life	7 years 6 months	9 years 6 months			7 years 1 month 6 days		9 years 6 months

Goodwill - Summary of Activity

Goodwill - Summary of Activity (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill
Beginning balance			$ 14,504,174		$ 14,504,174	$ 14,581,255	$ 14,581,255
Impairment	$ 0	$ (3,000,000)	$ (6,600,000)	$ 0	(9,630,000)	$ 0	0
Additions associated with acquisitions					0		64,269
Purchase consideration adjustments					0		(122,306)
Currency translation adjustment					(28,173)		(19,044)
Ending balance	$ 4,846,001				$ 4,846,001		$ 14,504,174

Goodwill - Additional Informati

Goodwill - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill
Goodwill impairment	$ 0	$ 3,000,000	$ 6,600,000	$ 0	$ 9,630,000	$ 0	$ 0
Goodwill impairment loss per share		$ 18.78	$ 41.11		$ 59.73

Goodwill - Impairment Analysis

Goodwill - Impairment Analysis (Details)	Jun. 30, 2022	Mar. 31, 2022	Dec. 01, 2021
Discount Rate
Goodwill Impairment Testing
Goodwill Measurement Input	0.160	0.120	0.105
Peer Group Revenue Multiples | Peer Group Revenue Multiples, Current Year
Goodwill Impairment Testing
Goodwill Measurement Input	2	3.5	7
Peer Group Revenue Multiples | Peer Group Revenue Multiples, Subsequent Year
Goodwill Impairment Testing
Goodwill Measurement Input	1.8	3	5.5
Percentage Excess of Reporting Unit Fair Value over Carrying Value
Goodwill Impairment Testing
Goodwill Measurement Input	0	0	15
Market Approach
Goodwill Impairment Testing
Valuation approach, allocation percentage	25%
Income Approach
Goodwill Impairment Testing
Valuation approach, allocation percentage	75%

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Professional fees	$ 13,424	$ 7,124
Consulting fees/provider fees	17,243	19,010
Client performance guarantees	4,896	3,034
Interest payable	5,810	1,480
Income tax payable	4,511	3,098
Insurance	8,568	3,884
Marketing	39,075	2,958
Operating lease liabilities - current	12,864	12,687
Acquisition & Integration	11,454	9,965
Device replacement cost	5,925	6,263
Accrued rebates	12,581	4,619
Staff augmentation	7,582	1,858
Other	33,178	26,953
Total	$ 177,111	$ 102,933

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Fair Value
Short-term investments	$ 0	$ 2,537
Transfers between fair value measurement levels, amount	0	0
Recurring
Fair Value
Cash and cash equivalents	899,631	893,480
Short-term investments		2,537
Level 1 | Recurring
Fair Value
Cash and cash equivalents	899,631	893,480
Short-term investments		0
Level 2 | Recurring
Fair Value
Cash and cash equivalents	$ 0	0
Short-term investments		$ 2,537

Leases - Other (Details)

Leases - Other (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Leases and Contractual Obligations
Options to extend		true
Lease abandonment costs	$ 3.7	$ 3.7
Minimum
Leases and Contractual Obligations
Remaining lease terms	1 year	1 year
Options to extend lease terms	1 year	1 year
Lessor lease term	2 years	2 years
Maximum
Leases and Contractual Obligations
Remaining lease terms	10 years	10 years
Options to extend lease terms	6 years	6 years
Lessor lease term	5 years	5 years

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Future minimum lease payments under non cancelable operating leases:
Remainder of 2022	$ 4,339
2023	15,979
2024	10,856
2025	8,295
2026	7,224
2027 and thereafter	17,695
Total future minimum payments	64,388
Less: imputed interest	(10,444)
Present value of lease liabilities	53,944
Operating Leases
Operating lease liabilities - current	$ 12,864	$ 12,687
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities And Other Liabilities Excluding Accrued Compensation Current	Accrued Liabilities And Other Liabilities Excluding Accrued Compensation Current
Operating lease liabilities, net of current portion	$ 41,080	$ 41,773

Convertible Senior Notes - Outs

Convertible Senior Notes - Outstanding Convertible Senior Notes - Issuances (Details) - USD ($) $ in Thousands	May 19, 2020	May 08, 2018	Sep. 30, 2022	Dec. 31, 2021	Jun. 04, 2020	Jun. 27, 2017
2027 Notes
Convertible Senior Notes
Face amount	$ 1,000,000		$ 1,000,000	$ 1,000,000
Interest rate (as a percent)	1.25%
Net proceeds from issuance of Notes	$ 975,900
Offering costs	$ 24,100
2025 Notes
Convertible Senior Notes
Face amount		$ 287,500	725	730
Interest rate (as a percent)		1.375%
Net proceeds from issuance of Notes		$ 279,100
Offering costs		$ 8,400
Livongo Notes
Convertible Senior Notes
Face amount			$ 550,000	$ 550,000	$ 550,000
Interest rate (as a percent)					0.875%
2022 Notes
Convertible Senior Notes
Face amount						$ 275,000
Interest rate (as a percent)						3%

Convertible Senior Notes - Cert

Convertible Senior Notes - Certain terms of the Notes (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
2027 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 1,000,000,000
Interest Rate Per Year	1.25%
Fair value	$ 731,300,000	$ 940,000,000
Share conversion rate Per $1,000 principal amount	0.00413
Remaining contractual life	4 years 8 months 12 days
2025 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 700,000
Interest Rate Per Year	1.375%
Fair value	$ 300,000	1,300,000
Share conversion rate Per $1,000 principal amount	0.01866
Remaining contractual life	2 years 7 months 6 days
Livongo Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 550,000,000
Interest Rate Per Year	0.875%
Fair value	$ 458,700,000	$ 605,000,000
Share conversion rate Per $1,000 principal amount	0.01394
Remaining contractual life	2 years 8 months 12 days
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument	$ 1,000

Convertible Senior Notes - Term

Convertible Senior Notes - Terms (Details) $ / shares in Units, shares in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) D $ / shares shares
Livongo Notes
Convertible Senior Notes
Convertible debt, number of consecutive trading days, measurement period	5
Convertible debt, Reference property rate	0.5920
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	40
Percentage of principal for repurchase price (as percent)	100
Notes
Convertible Senior Notes
Principal multiple amount used in the conversion of the debt instrument | $	$ 1,000
Convertible debt, threshold, trading days	20
Convertible debt, threshold, consecutive trading days	30
Minimum percentage of common stock price as a percentage of the conversion price	130%
Convertible debt, number of business days, measurement period	5
Convertible debt, number of consecutive trading days, measurement period	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
Convertible Senior Notes
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	25

Convertible Senior Notes - Ou_2

Convertible Senior Notes - Outstanding Convertible Senior Notes - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jun. 04, 2020	May 19, 2020	May 08, 2018	Jun. 27, 2017
Convertible Senior Notes
Net carrying amount	$ 1,534,448		$ 1,534,448		$ 1,225,671
2027 Notes
Convertible Senior Notes
Principal	1,000,000		1,000,000		1,000,000		$ 1,000,000
Less: Debt discount, net	(16,269)		(16,269)		(250,846)
Net carrying amount	983,731		983,731		749,154
Interest Expense
Contractual interest expense	3,125	$ 3,125	9,375	$ 9,375
Amortization of debt discount	838	9,370	2,502	27,592
Total	$ 3,963	$ 12,495	$ 11,877	$ 36,967
Effective interest rate of the liability component (as a percent)	1.60%	3.40%	1.60%	3.40%
2025 Notes
Convertible Senior Notes
Principal	$ 725		$ 725		730			$ 287,500
Less: Debt discount, net	(8)		(8)		(166)
Net carrying amount	717		717		564
Interest Expense
Contractual interest expense	2	$ 10	7	$ 1,080
Amortization of debt discount	1	48	2	4,546
Total	$ 3	$ 58	$ 9	$ 5,626
Effective interest rate of the liability component (as a percent)	1.80%	4.70%	1.80%	4.70%
Livongo Notes
Convertible Senior Notes
Principal	$ 550,000		$ 550,000		550,000	$ 550,000
Less: Debt discount, net	0		0		(74,047)
Net carrying amount	550,000		550,000		$ 475,953
Interest Expense
Contractual interest expense	1,203	$ 1,203	3,609	$ 3,609
Amortization of debt discount	0	4,858	0	14,389
Total	$ 1,203	$ 6,061	$ 3,609	$ 17,998
Effective interest rate of the liability component (as a percent)	0.90%	5.20%	0.90%	5.20%
2022 Notes
Convertible Senior Notes
Principal									$ 275,000

Convertible Senior Notes - Exch

Convertible Senior Notes - Exchange/Redemption of Convertible Senior Notes Due (Details) - USD ($) $ in Thousands, shares in Millions	1 Months Ended		3 Months Ended			9 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Convertible Senior Notes
Loss on extinguishment of debt			$ 0	$ 850		$ 0	$ 43,728
2025 Notes
Convertible Senior Notes
Shares issued for conversion/exchange of debt	3.9						1.2
Principal amount of debt exchanged for shares of the Company's common stock in private placement transactions	$ 206,400
Loss on extinguishment of debt				$ 31,400			$ 39,500
2022 Notes
Convertible Senior Notes
Shares issued for conversion/exchange of debt		1.1
Cash exchanged, redemption of convertible notes		$ 100
Loss on extinguishment of debt					$ 3,400

Advances from Financing Compa_3

Advances from Financing Companies (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Remainder of 2022	$ 3,375
2023	9,708
2024	4,290
2025	568
Total	$ 17,941
Minimum
Advances from financing companies, interest rate (as a percent)	3.35%
Maximum
Advances from financing companies, interest rate (as a percent)	8.50%

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Stock Plan and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Common Stock and Stockholders' Equity
Shares available for grant	15,095,263		15,095,263		15,095,263
Number of Shares Outstanding
Balance at beginning of period (in shares)					3,426,978
Stock option grants (in shares)					1,407,809
Stock options exercised (in shares)					(552,400)
Stock options forfeited (in shares)					(69,761)
Balance at end of period (in shares)	4,212,626	3,426,978	4,212,626		4,212,626
Vested or expected to vest at end of period (in shares)	4,212,626		4,212,626		4,212,626
Exercisable at end of period (in shares)	2,770,160		2,770,160		2,770,160
Weighted-Average Exercise Price
Balance at beginning of period (in dollars per share)					$ 22.88
Stock option grants (in dollars per share)					34.33
Stock options exercised (in dollars per share)					10.22
Stock options forfeited (in dollars per share)					57.38
Balance at end of period (in dollars per share)	$ 27.81	$ 22.88	$ 27.81		27.81
Vested or expected to vest at end of period (in dollars per share)	27.81		27.81		27.81
Exercisable at end of period (in dollars per share)	$ 22.06		$ 22.06		$ 22.06
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)	6 years 3 months	5 years 3 months 25 days
Vested or expected to vest at end of period (in years)	6 years 3 months
Exercisable at end of period (in years)	4 years 6 months
Aggregate Intrinsic Value
Balance at beginning of period					$ 242,569
Stock options exercised					(23,208)
Balance at end of period	$ 23,805	$ 242,569	$ 23,805		23,805
Vested or expected to vest at end of period	23,805		23,805		23,805
Exercisable at end of period	$ 23,805		23,805		23,805
Grant-date fair value of stock options granted during the period			$ 300	$ 3,000	$ 24,900	$ 5,800
Stock options
Common Stock and Stockholders' Equity
Vesting period					4 years
Stock options | Maximum
Common Stock and Stockholders' Equity
Exercisable period (in years)					10 years
RSUs
Common Stock and Stockholders' Equity
Vesting period					3 years

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Fair Value Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other disclosures
Compensation expense	$ 55,662	$ 71,701	$ 167,098	$ 240,971
Stock options
Fair value assumptions
Volatility, minimum (as a percent)			56.69%	56.52%
Volatility, maximum (as a percent)			67.95%	58.14%
Expected term (in years)			4 years 1 month 6 days	4 years 1 month 6 days
Risk-free interest rate, minimum			1.13%	0.31%
Risk-free interest rate, maximum			3.46%	0.70%
Dividend yield (as a percent)			0%	0%
Weighted-average fair value of the underlying stock options			$ 17.72	$ 72.46
Other disclosures
Compensation expense	2,400	$ 23,300	$ 18,000	$ 77,100
Unrecognized compensation cost	$ 25,100		$ 25,100
Period over which unrecognized compensation cost is expected to be recognized			2 years 9 months 18 days

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other disclosures
Stock-based compensation	$ 55,662	$ 71,701	$ 167,098	$ 240,971
RSUs
Common Stock and Stockholders' Equity
Vesting period			3 years
Shares
Balance at beginning of period (in shares)			2,133,501
Granted (in shares)			5,649,470
Vested and issued (in shares)			(826,297)
Forfeited (in shares)			(814,313)
Balance at end of period (in shares)	6,142,361		6,142,361
Vested and unissued (in shares)	23,878		23,878
Nonvested (in shares)	6,118,483		6,118,483
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)			$ 168.43
Granted			51.94
Vested and issued (in dollars per share)			155.01
Forfeited (in dollars per share)			112.22
Outstanding at end of period (in dollars per share)	$ 70.72		70.72
Vested and unissued (in dollars per share)	92.15		92.15
Non-vested (in dollars per share)	$ 70.77		$ 70.77
Other disclosures
Grant date fair value of RSUs granted	$ 18,800	23,100	$ 293,500	125,000
Stock-based compensation	53,700	$ 42,800	147,800	$ 142,600
Unrecognized compensation cost related to non vested awards	$ 351,800		$ 351,800
Period over which unrecognized compensation cost is expected to be recognized			2 years 1 month 6 days

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other disclosures
Stock-based compensation	$ 55,662	$ 71,701	$ 167,098	$ 240,971
PSUs
Shares
Balance at beginning of period (in shares)			356,249
Granted (in shares)			471,659
Vested and issued (in shares)			(199,066)
Forfeited (in shares)			(27,530)
Balance at end of period (in shares)	601,312		601,312
Vested and unissued (in shares)	0		0
Nonvested (in shares)	601,312		601,312
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)			$ 140.01
Granted (in dollars per share)			74.16
Vested and issued (in dollars per share)			109.37
Forfeited (in dollars per share)			90.44
Outstanding at end of period (in dollars per share)	$ 103.44		103.44
Vested and unissued (in dollars per share)	0		0
Non-vested (in dollars per share)	$ 103.44		$ 103.44
Other disclosures
Grant date fair value of PSUs granted	$ 0	2,500	$ 35,000	70,400
Stock-based compensation	3,100	$ 4,200	12,500	$ 16,700
Unrecognized compensation cost related to non vested awards	$ 8,800		$ 8,800
Period over which unrecognized compensation cost is expected to be recognized			1 year 3 months 18 days
PSUs | Minimum
Common Stock and Stockholders' Equity
Vesting period			1 year
Actual performance compared to performance conditions percentage			25%
PSUs | Maximum
Common Stock and Stockholders' Equity
Vesting period			3 years
Actual performance compared to performance conditions percentage			200%

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other Disclosures
Stock-based compensation	$ 55,662	$ 71,701	$ 167,098	$ 240,971
ESPP
Other Disclosures
Shares reserved for issuance under the plan (in shares)	1,019,726		1,019,726
Maximum offering period			27 months
Stock purchase price as a percentage of fair value (as a percent)			85%
Issuance of stock under employee stock purchase plan (in shares)	0	0	148,609	82,088
Remaining shares available for issuance under the plan (in shares)	422,022		422,022
Stock-based compensation	$ 900	$ 1,400	$ 2,000	$ 4,600
Unrecognized compensation cost	$ 400		$ 400
Period over which unrecognized compensation cost is expected to be recognized			1 month 6 days

Common Stock and Stockholders_8

Common Stock and Stockholders' Equity - Compensation Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Compensation costs charged as an expense
Stock-based compensation	$ 55,662	$ 71,701	$ 167,098	$ 240,971
Cost of revenue (exclusive of depreciation and amortization, which is shown separately)
Compensation costs charged as an expense
Stock-based compensation	675	2,162	4,994	6,310
Advertising and marketing
Compensation costs charged as an expense
Stock-based compensation	3,614	5,244	10,523	15,141
Sales
Compensation costs charged as an expense
Stock-based compensation	11,064	17,518	33,845	57,638
Technology and development
Compensation costs charged as an expense
Stock-based compensation	17,660	22,910	51,532	77,335
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 22,649	$ 23,867	$ 66,204	$ 84,547

Provision for Income Taxes (Det

Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Provision for Income Taxes
(Benefit) Provision for income taxes	$ (1,171)	$ 3,643	$ 87,000	$ (1,971)	$ 93,878