Teladoc Health (TDOC) 10-Q 2 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	Apr. 26, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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		163,670,601
Entity Central Index Key	0001477449
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 888,579	$ 918,182
Accounts receivable, net of allowance of $6,106 and $4,324, respectively	215,981	210,554
Inventories	45,801	56,342
Prepaid expenses and other current assets	136,346	130,310
Total current assets	1,286,707	1,315,388
Property and equipment, net	29,791	29,641
Goodwill	1,073,190	1,073,190
Intangible assets, net	1,815,948	1,836,765
Operating lease - right-of-use assets	39,518	41,831
Other assets	63,993	48,540
Total assets	4,309,147	4,345,355
Current liabilities:
Accounts payable	38,625	47,690
Accrued expenses and other current liabilities	184,642	168,693
Accrued compensation	50,900	81,554
Deferred revenue-current	95,930	90,457
Advances from financing companies	11,247	11,375
Total current liabilities	381,344	399,769
Other liabilities	1,749	1,618
Operating lease liabilities, net of current portion	35,927	38,042
Deferred revenue, net of current portion	4,117	3,872
Advances from financing companies, net of current portion	8,037	8,082
Deferred taxes, net	50,613	50,939
Convertible senior notes, net	1,536,134	1,535,288
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 163,919,394 shares and 162,840,360 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	164	163
Additional paid-in capital	17,409,574	17,358,645
Accumulated deficit	(15,077,515)	(15,008,287)
Accumulated other comprehensive loss	(40,997)	(42,776)
Total stockholders' equity	2,291,226	2,307,745
Total liabilities and stockholders' equity	$ 4,309,147	$ 4,345,355

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Allowance for accounts receivable	$ 6,106	$ 4,324
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	163,919,394	162,840,360
Common stock, shares outstanding	163,919,394	162,840,360

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 629,244	$ 565,350
Expenses:
Cost of revenue (exclusive of depreciation and amortization, which is shown separately below)	190,107	187,025
Operating expenses:
Advertising and marketing	176,790	133,600
Sales	54,490	58,329
Technology and development	86,985	87,412
General and administrative	114,145	104,923
Acquisition, integration, and transformation costs	5,944	4,507
Restructuring costs	8,102	0
Depreciation and amortization	69,783	58,933
Goodwill impairment	0	6,600,000
Total expenses	706,346	7,234,729
Loss from operations	(77,102)	(6,669,379)
Other income, net	(4,907)	(724)
Interest (income) expense, net	(3,648)	5,480
Loss before provision for income taxes	(68,547)	(6,674,135)
Provision for income taxes	681	388
Net loss	(69,228)	(6,674,523)
Other comprehensive income (loss), net of tax:
Currency translation adjustment and other	1,779	(5,139)
Comprehensive loss	$ (67,449)	$ (6,679,662)
Net loss per share, basic (in dollars per share)	$ (0.42)	$ (41.58)
Net loss per share, diluted (in dollars per share)	$ (0.42)	$ (41.58)
Weighted-average shares used to compute basic net loss per share	162,922,691	160,532,301
Weighted-average shares used to compute diluted net loss per share	162,922,691	160,532,301

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock Cumulative effect adjustment due to adoption of ASU 2020-06	Common Stock	Additional Paid-In Capital Cumulative effect adjustment due to adoption of ASU 2020-06	Additional Paid-In Capital	Accumulated Deficit Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Deficit	Accumulated Other Comprehensive Loss Cumulative effect adjustment due to adoption of ASU 2020-06	Accumulated Other Comprehensive Loss	Cumulative effect adjustment due to adoption of ASU 2020-06	Total
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		160,469,325
Stockholders' Equity (Deficit)
Exercise of stock options		$ 0		3,585,000		0		0		3,585,000
Exercise of stock options (in shares)		267,586
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)		697,602
Stock-based compensation		$ 0		63,963,000		0		0		63,963,000
Other comprehensive income (loss), net of tax		0		0		0		(5,139,000)		(5,139,000)
Net loss		0		0		(6,674,523,000)		0		(6,674,523,000)
Balance as of end of the period at Mar. 31, 2022		$ 161,000		17,177,152,000		(8,023,279,000)		(11,424,000)		9,142,610,000
Balance as of end of the period (in shares) at Mar. 31, 2022		161,434,513
Balance as of beginning of the period at Dec. 31, 2022		$ 163,000		17,358,645,000		(15,008,287,000)		(42,776,000)		2,307,745,000
Balance as of beginning of the period (in shares) at Dec. 31, 2022		162,840,360
Stockholders' Equity (Deficit)
Exercise of stock options		$ 0		296,000		0		0		$ 296,000
Exercise of stock options (in shares)		28,127								28,127
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)		1,050,907
Stock-based compensation		$ 0		50,634,000		0		0		50,634,000
Other comprehensive income (loss), net of tax		0		0		0		1,779,000		1,779,000
Net loss		0		0		(69,228,000)		0		(69,228,000)
Balance as of end of the period at Mar. 31, 2023		$ 164,000		$ 17,409,574,000		$ (15,077,515,000)		$ (40,997,000)		$ 2,291,226,000
Balance as of end of the period (in shares) at Mar. 31, 2023		163,919,394

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (69,228)	$ (6,674,523)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	0	6,600,000
Depreciation and amortization	69,783	58,933
Depreciation of rental equipment	681	770
Amortization of right-of-use assets	3,056	3,173
Provision for allowances	9,034	4,591
Stock-based compensation	46,038	60,436
Deferred income taxes	(355)	(2,319)
Accretion of interest	845	826
Other, net	(3,522)	0
Changes in operating assets and liabilities:
Accounts receivable	(14,046)	(27,842)
Prepaid expenses and other current assets	(6,165)	(18,993)
Inventory	10,000	2,023
Other assets	(9,939)	(6,047)
Accounts payable	(9,132)	492
Accrued expenses and other current liabilities	15,452	11,706
Accrued compensation	(32,265)	(48,819)
Deferred revenue	5,648	7,479
Operating lease liabilities	(2,858)	(3,626)
Other liabilities	129	(7)
Net cash provided by (used in) operating activities	13,156	(31,747)
Cash flows from investing activities:
Capital expenditures	(2,363)	(3,913)
Capitalized software	(43,261)	(26,918)
Other, net	0	3,264
Net cash used in investing activities	(45,624)	(27,567)
Cash flows from financing activities:
Net proceeds from the exercise of stock options	296	3,585
Proceeds from advances from financing companies	3,375	2,232
Payment against advances from financing companies	(3,548)	(3,921)
Proceeds from employee stock purchase plan	2,731	3,680
Cash received for withholding taxes on stock-based compensation, net	496	103
Other, net	3	(2,863)
Net cash provided by financing activities	3,353	2,816
Net decrease in cash and cash equivalents	(29,115)	(56,498)
Foreign exchange difference	(488)	(538)
Cash and cash equivalents at beginning of the period	918,182	893,480
Cash and cash equivalents at end of the period	888,579	836,444
Income taxes paid	346	261
Interest paid	$ 194	$ 7

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2023
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 focusing on forging a new healthcare experience with better convenience, outcomes, and value around the world. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience ​ The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York.

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation	3 Months Ended
	Mar. 31, 2023
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 quarters ended March 31, 2023 and 2022, 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, 2022 (the “2022 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These consolidated financial statements include the results of Teladoc Health, as well as two professional associations and 10 professional corporations (collectively, the “THMG Association”). ​ Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”), is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. ​ The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. ​ Total revenue and net loss for the VIE were $61.6 million and $0.0 million, and $60.1 million and ($2.3) million, for the quarters ended March 31, 2023 and 2022, respectively. The VIE’s total assets, all of which were current, were $157.6 million and $106.7 million at March 31, 2023 and December 31, 2022, respectively. The VIE’s total liabilities, all of which were current, were $206.2 million and $143.8 million at March 31, 2023 and December 31, 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at March 31, 2023 and December 31, 2022, respectively. ​ All intercompany transactions and balances have been eliminated. ​ Certain prior year amounts have been reclassified to conform to the current year presentation. ​ 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 the 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 the Condensed Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements. ​ Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the 2022 Form 10-K. ​ Recently Adopted Accounting Standards ​ In September 2022, the financial accounting standards board issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50) – Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a 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. The adoption of ASU 2022-04 did not have any impact on the Company’s financial information.

Revenue, Deferred Revenue, and

Revenue, Deferred Revenue, and Deferred Device and Contract Costs	3 Months Ended
	Mar. 31, 2023
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, which primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively “Clients”), as well as individual members who utilize the Company’s solutions, accessing its professional provider network, hosted virtual healthcare platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, and other specialty visits and is reported as a component of other revenue in the condensed consolidated financial statements. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue. Access fees revenue accounted for 88% and 87% of the Company’s total revenue for the quarters ended March 31, 2023 and 2022, respectively. ​ The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Revenue by Type ​ ​ ​ ​ ​ ​ ​ Access fees ​ $ 550,870 ​ $ 491,337 ​ Other ​ ​ 78,374 ​ ​ 74,013 ​ Total Revenue ​ $ 629,244 ​ $ 565,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue by Geography ​ ​ ​ ​ ​ ​ ​ U.S. Revenue ​ $ 541,662 ​ $ 491,200 ​ International Revenue ​ ​ 87,582 ​ ​ 74,150 ​ Total Revenue ​ $ 629,244 ​ $ 565,350 ​ ​ During the fourth quarter of 2022, the Company refined its definition of other revenue to capture revenues associated with visit fee, virtual healthcare device equipment sales, and its hosted virtual healthcare platform. Prior period amounts have been recast to conform with the current presentation. ​ Deferred Revenue ​ Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. 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 next 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 periods before the service is delivered to the member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue, current plus long-term, was $100.0 million at March 31, 2023 and $87.1 million at March 31, 2022. The net increase of $5.7 million and $7.6 million in the deferred revenue balance for the quarters ended March 31, 2023 and 2022, respectively, was primarily driven by increased cash payments received in advance of satisfying performance obligations primarily related to the services of the BetterHelp segment and, to a lesser extent, the Teladoc Health Integrated Care segment, offset by revenue recognized that was 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 quarter ended March 31, 2023 and 2022 that was included in deferred revenue at the beginning of the periods was $61.5 million and $51.6 million, respectively. ​ The Company expects to recognize $87.8 million of revenue throughout the remainder of 2023 of revenue in the year ending December 31, 2024 ​ 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 March 31, ​ As of December 31, ​ ​ 2023 ​ 2022 ​ Deferred device and contract costs, current ​ $ 26,576 ​ $ 29,956 ​ Deferred device and contract costs, noncurrent ​ ​ 17,033 ​ ​ 8,404 ​ Total deferred device and contract costs ​ $ 43,609 ​ $ 38,360 ​ ​ Deferred device and contract costs were as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Device and Contract Costs Beginning balance as of December 31, 2022 ​ $ 38,360 Additions ​ ​ 16,572 Cost of revenue recognized ​ ​ (11,323) Ending balance as of March 31, 2023 ​ $ 43,609 ​

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Fair Value Measurements	​ Note 4. Fair Value Measurements ​ The carrying value of the Company’s cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. ​ The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ​ A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ​ Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. ​ The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets. ​ The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 888,579 ​ $ 0 ​ $ 888,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 918,182 ​ $ 0 ​ $ 918,182 ​ There were no transfers between fair value measurement levels during any of the periods presented.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2023
Inventories
Inventories	Note 5. Inventories ​ Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Raw materials and purchased parts ​ $ 26,403 ​ $ 30,126 ​ Work in process ​ ​ 934 ​ ​ 433 ​ Finished goods ​ ​ 26,338 ​ ​ 31,977 ​ Inventory reserve ​ (7,874) ​ (6,194) ​ Total inventories ​ $ 45,801 ​ $ 56,342 ​ ​

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2023
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	Note 6. Prepaid Expenses and Other Current Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Prepaid expenses ​ $ 77,526 ​ $ 63,159 Deferred device and contract costs, current ​ 26,576 ​ ​ 29,956 Other receivables ​ ​ 25,099 ​ ​ 25,091 Other current assets ​ ​ 7,145 ​ ​ 12,104 Total prepaid expenses and other current assets ​ $ 136,346 ​ $ 130,310 ​

Goodwill

Goodwill	3 Months Ended
	Mar. 31, 2023
Goodwill
Goodwill	Note 7. Goodwill ​ Goodwill consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Teladoc Health Integrated Care ​ ​ BetterHelp ​ ​ Total Balance as of December 31, 2022 and March 31, 2023 $ 0 ​ $ 1,073,190 ​ $ 1,073,190 ​ ​ ​ ​ ​ ​ Goodwill is net of accumulated impairment losses of $13.4 billion, of which $12.3 billion was recognized prior to the Company reorganizing its reporting structure to include two reportable segments on October 1, 2022 and $1.1 billion was recognized on the goodwill assigned to the Teladoc Health Integrated Care segment.

Intangible Assets, Net and Cert

Intangible Assets, Net and Certain Cloud Computing Costs	3 Months Ended
	Mar. 31, 2023
Intangible Assets, Net and Certain Cloud Computing Costs
Intangible Assets, Net and Certain Cloud Computing Costs	Note 8. Intangible Assets, Net and Certain Cloud Computing Costs ​ Intangible assets, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,459,719 ​ $ (316,839) ​ $ 1,142,880 ​ 13.3 ​ Trademarks ​ 2 to 15 years ​ ​ 325,368 ​ ​ (111,724) ​ ​ 213,644 ​ 6.9 ​ Software 3 to 5 years 339,643 ​ ​ (94,838) ​ ​ 244,805 ​ 2.7 ​ Technology ​ 4 to 7 years ​ ​ 343,070 ​ ​ (128,451) ​ ​ 214,619 ​ 4.4 ​ Intangible assets, net ​ ​ ​ $ 2,467,800 ​ $ (651,852) ​ $ 1,815,948 ​ 10.1 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,458,384 ​ $ (291,993) ​ $ 1,166,391 ​ 13.5 ​ Trademarks ​ 2 to 15 years ​ ​ 325,171 ​ ​ (98,303) ​ ​ 226,868 ​ 7.0 ​ Software 3 to 5 years 294,629 ​ ​ (78,373) ​ ​ 216,256 ​ 2.7 ​ Technology ​ 4 to 7 years ​ ​ 343,067 ​ ​ (115,817) ​ ​ 227,250 ​ 4.7 ​ Intangible assets, net ​ ​ ​ $ 2,421,251 ​ $ (584,486) ​ $ 1,836,765 ​ 10.4 ​ ​ Amortization expense for intangible assets was $66.9 million and $56.6 million for the quarters ended March 31, 2023 and 2022, respectively. Included in the total amortization expense was amortization for capitalized software development cost of $16.6 million and $6.7 million for the quarters ended March 31, 2023 and 2022, respectively. ​ Net cloud computing costs are recorded in other assets within the balance sheets. As of March 31, 2023 and December 31, 2022, those costs were $32.5 million and $25.4 million, respectively. The associated expense for cloud computing costs is amortized in general and administration expense and was $0.8 million and $0.3 million for the quarters ended March 31 2023 and 2022, respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2023
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 9. Accrued Expenses and Other Current Liabilities ​ Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ ​ 2023 2022 Professional fees ​ $ 14,158 ​ $ 10,152 ​ Consulting fees/provider fees ​ 22,345 ​ ​ 16,407 ​ Client performance guarantees ​ ​ 6,909 ​ ​ 4,145 ​ Interest payable ​ ​ 5,811 ​ ​ 1,480 ​ Income tax payable ​ ​ 4,694 ​ ​ 3,817 ​ Insurance ​ ​ 5,125 ​ ​ 5,981 ​ Lease abandonment obligation - current ​ ​ 3,136 ​ ​ 0 ​ Marketing ​ ​ 40,427 ​ ​ 35,055 ​ Operating lease liabilities – current ​ ​ 12,958 ​ ​ 13,592 ​ Franchise and sales taxes ​ ​ 13,272 ​ ​ 10,183 ​ Accrued rebates ​ ​ 17,831 ​ ​ 14,542 ​ Staff augmentation ​ ​ 4,479 ​ ​ 3,391 ​ Other ​ 33,497 ​ ​ 49,948 ​ Total ​ $ 184,642 ​ $ 168,693 ​ ​

Convertible Senior Notes

Convertible Senior Notes	3 Months Ended
	Mar. 31, 2023
Convertible Senior Notes
Convertible Senior Notes	Note 10. Convertible Senior Notes ​ Outstanding Convertible Senior Notes ​ As of March 31, 2023, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo on June 4, 2020 for which the Company had agreed to guarantee Livongo’s obligations (the “Livongo Notes;” and together with the 2027 Notes and the 2025 Notes, the “Notes”). On January 1, 2023, the Company agreed to assume all of Livongo’s rights and obligations under the Livongo Notes and the applicable indenture, and Livongo was released from such obligations. ​ The following table presents certain terms of the Notes that were outstanding as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of March 31, 2023 (in millions) $ 1,000.0 ​ $ 0.7 ​ $ 550.0 ​ Interest Rate Per Year ​ 1.25 % ​ 1.375 % ​ 0.875 % Fair Value as of March 31, 2023 (in millions) (1) $ 771.3 ​ $ 0.4 ​ $ 484.3 ​ Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 ​ $ 0.3 ​ $ 480.6 ​ Maturity Date ​ June 1, 2027 ​ ​ May 15, 2025 ​ ​ June 1, 2025 ​ Optional Redemption Date ​ June 5, 2024 ​ ​ May 22, 2022 ​ ​ June 5, 2023 ​ Conversion Date ​ December 1, 2026 ​ ​ November 15, 2024 ​ ​ March 1, 2025 ​ Conversion Rate Per $1,000 Principal Amount as of March 31, 2023 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of March 31, 2023 ​ 4.2 years ​ ​ 2.1 years ​ ​ 2.2 years ​ (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.” ​ All of the Notes are unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries. ​ Holders may convert all or any portion of their Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances: ​ ● during any quarter (and only during such quarter), if the last reported sale price of the shares of Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the applicable Notes on each applicable trading day; ● during the five business day period after any ten consecutive trading day period (or five consecutive trading day period in the case of the Livongo Notes) in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the applicable Notes on each such trading day; ● upon the occurrence of specified corporate events described under the applicable indenture; or ● if the Company calls the applicable Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date. ​ On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of such Notes, regardless of the foregoing circumstances. ​ The 2027 Notes and the 2025 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period. ​ The Livongo Notes are convertible at the applicable conversion rate shown in the table above into “units of reference property,” each of which is comprised of 0.592 of a share of the Company’s common stock and $4.24 in cash, without interest. Upon conversion, the Company will pay or deliver, as the case may be, cash, units of reference property, or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and units of reference property, the amount of cash and units of reference property, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 consecutive trading day observation period. ​ For each Note series, the Company may redeem for cash all or part of the Notes, at its option, on or after the applicable optional redemption date shown in the table above (and prior to the 41 st ​ 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 March 31, ​ As of December 31, 2027 Notes 2023 2022 Principal ​ $ 1,000,000 ​ $ 1,000,000 Less: Debt discount, net (1) ​ ​ (14,584) ​ ​ (15,430) Net carrying amount ​ ​ 985,416 ​ ​ 984,570 ​ ​ ​ ​ ​ ​ ​ 2025 Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 725 ​ ​ 725 Less: Debt discount, net (1) ​ ​ (7) ​ ​ (7) Net carrying amount ​ ​ 718 ​ ​ 718 ​ ​ ​ ​ ​ ​ ​ Livongo Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 550,000 ​ ​ 550,000 Less: Debt discount, net (1) ​ ​ 0 ​ ​ 0 Net carrying amount ​ ​ 550,000 ​ ​ 550,000 ​ ​ ​ ​ ​ ​ ​ Total net carrying amount ​ $ 1,536,134 ​ $ 1,535,288 ​ ​ ​ ​ ​ ​ ​ (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 Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. ​ The following table sets forth total interest expense recognized related to the Notes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ March 31, ​ 2027 Notes ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ Amortization of debt discount ​ 844 ​ ​ 831 ​ Total ​ $ 3,969 ​ $ 3,956 ​ Effective interest rate ​ 1.6 % ​ 0.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ March 31, ​ 2025 Notes ​ ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 2 ​ $ 3 ​ Amortization of debt discount ​ 1 ​ ​ 1 ​ Total ​ $ 3 ​ $ 4 ​ Effective interest rate ​ ​ 1.6 % ​ 0.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ March 31, ​ Livongo Notes ​ ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 1,203 ​ $ 1,203 ​ Amortization of debt discount ​ 0 ​ ​ 0 ​ Total ​ $ 1,203 ​ $ 1,203 ​ Effective interest rate ​ ​ 1.3 % ​ 0 % ​ ​ ​ ​ ​ ​ ​ ​ ​

Advances from Financing Compani

Advances from Financing Companies	3 Months Ended
	Mar. 31, 2023
Advances from Financing Companies
Advances from Financing Companies	Note 11. 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 March 31, 2023 ranged from 3.35% to 10.98%. ​ Client lease payments to third party financing companies will reduce the advances from financing companies as of March 31, 2023 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 ​ Remainder of 2023 ​ $ 8,908 ​ 2024 ​ ​ 7,382 ​ 2025 ​ ​ 2,903 ​ 2026 ​ ​ 91 ​ Total ​ $ 19,284 ​ ​

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases.
Leases	Note 12. Leases ​ The Company has operating leases for facilities, hosting co-location facilities, and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of less than one one ​ The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ As of March 31, Operating Leases: ​ 2023 2023 ​ $ 11,783 2024 ​ 11,176 2025 ​ ​ 8,615 2026 ​ ​ 7,547 2027 ​ ​ 5,436 2028 and thereafter ​ ​ 13,375 Total future minimum payments ​ ​ 57,932 Less: imputed interest ​ ​ (9,047) Present value of lease liabilities $ 48,885 ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 12,958 Operating lease liabilities, net of current portion ​ $ 35,927 ​ The Company rents certain information systems to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two ​

Restructuring

Restructuring	3 Months Ended
	Mar. 31, 2023
Restructuring
Restructuring	Note 13. Restructuring ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring Plan ​ Severance ​ Lease Termination ​ Total ​ Accrued Balance, December 31, 2022 ​ $ 796 ​ $ 3,247 ​ $ 4,043 ​ Additions ​ ​ 7,170 ​ ​ 470 ​ ​ 7,640 Cash payments ​ ​ (5,932) ​ ​ (581) ​ ​ (6,513) ​ Accrued Balance, March 31, 2023 ​ $ 2,034 ​ $ 3,136 ​ $ 5,170 ​ ​

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
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 6,278,157 shares available for grant at March 31, 2023. ​ All stock-based awards to employees are measured based on the grant-date fair value, or replacement grant date fair value in relation to the Livongo transaction, and are generally recognized on a straight line basis in the Company’s 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”)). The Company recognizes the forfeiture of stock-based awards as they occur. ​ Stock Options ​ Options issued under the Plans are exercisable for periods not to exceed 10 years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plans, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. ​ Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Shares ​ Exercise ​ Contractual ​ Intrinsic ​ ​ Outstanding ​ Price ​ Life in Years ​ Value Balance at December 31, 2022 ​ 4,243,934 ​ $ 27.79 6.10 ​ $ 19,541 ​ Stock option grants ​ 20,431 ​ $ 23.65 N/A ​ ​ ​ ​ Stock options exercised ​ (28,127) ​ $ 10.51 N/A ​ $ (475) ​ Stock options forfeited ​ (40,725) ​ $ 47.20 N/A ​ ​ ​ ​ Balance at March 31, 2023 ​ 4,195,513 ​ $ 27.69 5.79 ​ $ 23,800 ​ Vested or expected to vest at March 31, 2023 ​ 4,195,513 ​ $ 27.69 5.79 ​ $ 23,800 ​ Exercisable at March 31, 2023 ​ 2,716,055 ​ $ 23.11 3.94 ​ $ 23,711 ​ ​ The total grant-date fair value of stock options granted during the quarters ended March 31, 2023 and 2022 were $0.2 million and $1.6 million, respectively. ​ The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. ​ The assumptions used are determined as follows: ​ Volatility. The expected volatility was derived from the historical stock volatilities of the Company’s stock over a period equivalent to the expected term of the stock option grants. ​ Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data. ​ Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options. ​ Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended March 31, ​ ​ 2023 ​ 2022 Volatility ​ 65.58% ​ ​ 56.69% - 57.86% ​ Expected term (in years) ​ 4.3 ​ ​ 4.1 ​ Risk-free interest rate ​ 4.07% ​ ​ 1.13% - 1.52% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options $ 12.85 ​ $ 35.94 ​ ​ For the quarters ended March 31, 2023 and 2022, the Company recorded compensation expense related to stock options granted of $2.2 million and $10.7 million, respectively. ​ As of March 31, 2023, the Company had $21.0 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.4 years. ​ ​ Restricted Stock Units ​ The fair value of RSUs is determined on the date of grant. The Company records compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one ​ RSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ RSUs Fair Value Per RSU Balance at December 31, 2022 ​ 6,481,669 ​ $ 63.63 Granted 6,301,052 ​ $ 26.83 Vested and issued ​ (942,132) ​ $ 100.72 Forfeited ​ (425,795) ​ $ 71.47 Balance at March 31, 2023 11,414,794 ​ $ 39.96 Vested and unissued at March 31, 2023 ​ 23,878 ​ $ 92.15 Non-vested at March 31, 2023 ​ 11,390,916 ​ $ 39.85 ​ The total grant-date fair value of RSUs granted during the quarters ended March 31, 2023 and 2022 was $169.1 million and $181.9 million, respectively. ​ For the quarters ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense related to RSUs of $43.4 million and $44.5 million, respectively. ​ As of March 31, 2023, the Company had $405.9 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.3 years. ​ Performance Stock Units ​ Stock-based compensation costs associated with the Company’s restricted stock units subject to performance criteria (“PSUs”) are initially determined using the fair market value of the Company’s common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement ranging from one 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 anges from 0% to ​ PSU activity under the Plans was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ Grant Date ​ Shares Fair Value Per PSU Balance at December 31, 2022 ​ 629,672 ​ $ 99.07 Granted 1,127,045 ​ $ 26.88 Vested and issued ​ (108,775) ​ $ 153.57 Forfeited ​ (5,999) ​ $ 88.78 Performance adjustment (1) ​ (283,282) ​ $ 79.12 Balance at March 31, 2023 1,358,661 ​ $ 39.03 Vested and unissued at March 31, 2023 ​ 0 ​ $ 0.00 Non-vested at March 31, 2023 ​ 1,358,661 ​ $ 39.03 ​ (1) Based on the Company's 2022 results, performance stock units were attained at rates ranging from 0% to 86.25% of the target award. ​ The total grant-date fair value of PSUs granted during the quarters ended March 31, 2023 and 2022 was $30.3 million and $30.1 million, respectively. ​ For the quarters ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense related to PSUs of $3.4 million and $7.3 million, respectively. ​ As of March 31, 2023, the Company had $44.2 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 2.0 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 1,113,343 shares of common stock were reserved for issuance under this plan as of March 31, 2023. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. ​ During the quarters ended March 31, 2023 and 2022, the Company did not issue any shares under the ESPP. As of March 31, 2023, 393,089 shares remained available for issuance. ​ For the quarters ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense related to the ESPP of $1.6 million and $1.5 million, respectively. ​ As of March 31, 2023, the Company had $0.7 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 ​ ​ ​ ​ March 31, ​ ​ ​ 2023 2022 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 1,353 ​ $ 2,196 ​ ​ Advertising and marketing ​ ​ 3,126 ​ ​ 3,711 ​ ​ Sales ​ 8,075 ​ 12,071 ​ ​ Technology and development ​ 12,729 ​ 18,087 ​ ​ General and administrative ​ 20,755 ​ 24,371 ​ ​ Total stock-based compensation expense (1) ​ $ 46,038 ​ $ 60,436 ​ ​ (1) Excludes the amount capitalized related to internal software development projects. ​ In the quarter ended March 31, 2023, the Company reversed $4.5 million of share-based compensation expense associated with individuals terminated under its restructuring plans. See Note 13, "Restructuring," for further information.

Provision for Income Taxes

Provision for Income Taxes	3 Months Ended
	Mar. 31, 2023
Provision for Income Taxes
Provision for Income Taxes	Note 15. Provision for Income Taxes ​ The Company’s provision for income taxes was an expense of $0.7 million for the quarter ended March 31, 2023 and $0.4 million for the quarter ended March 31, 2022. The tax expense for both quarters was primarily the result of the tax shortfall associated with the stock-based compensation awards that vested in the quarter.

Legal Matters

Legal Matters	3 Months Ended
	Mar. 31, 2023
Legal Matters
Legal Matters	​ ​ Note 16. 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 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 U.S. District Court for the Southern District of New York against the Company and certain of the Company’s officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period October 28, 2021 through April 27, 2022. The complaint asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On August 2, 2022, a duplicative purported securities class action complaint (De Schutter v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Eastern District of New York. The claims and parties in De Schutter were substantially similar to those in Schneider. The De Schutter case was transferred on consent to the Southern District court, and the Schneider and De Schutter actions have now been consolidated under the caption In re Teladoc Health, Inc. Securities Litigation. On August 23, 2022, the court appointed Leadersel Innotech ESG as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995. The lead plaintiff filed an amended complaint on September 30, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 24, 2021 to July 27, 2022, and filed a second amended complaint on December 6, 2022, on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period February 11, 2021 to July 27, 2022. The Company believes that these claims are without merit, and the Company and its named officers intend to defend the lawsuit vigorously, including through the filing of a motion to dismiss the complaint on January 20, 2023. ​ On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s officers and directors. The complaint asserts violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets in connection with factual assertions similar to those in the purported securities class action complaints described above. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On September 6, 2022, a duplicative verified stockholder derivative complaint (Hendry v. Teladoc Health, Inc., et. al) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn. The Vaughn and Hendry actions have now been consolidated under the caption In re Teladoc Stockholder Derivative Litigation, and a consolidated complaint was filed on November 29, 2022. The consolidated complaint also asserts violations of Section 14(a) of the Securities Exchange Act of 1934. The parties subsequently stipulated to transfer the action to the U.S. District Court for the District of Delaware, and on December 22, 2022 the parties agreed, and the Court ordered, to stay all proceedings until final resolution, including exhaustion of appeals, of the motion to dismiss filed in the purported securities class action complaint described above. ​ On July 30, 2020, the Company received a Civil Investigative Demand from the Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether the Company, through its BetterHelp business, engaged in unfair business practices in violation of the Federal Trade Commission Act (the “FTC Investigation”). The Company subsequently entered into settlement negotiations with the FTC in an effort to resolve all claims and allegations arising out of or relating to the FTC Investigation. During 2022, the Company determined that a loss stemming from the FTC Investigation in the amount of $7.8 million is probable. In March 2023, the Company and the FTC entered into a settlement, pending federal court approval, and agreed to a consent order, that will require the Company to make a $7.8 million payment to the FTC. ​ There have been multiple putative class-action litigations filed against BetterHelp in relation to the allegations detailed in the FTC’s consent order described above, in both California state court and U.S. federal court in California. The cases are substantially similar, involving allegations of misleading patients as to BetterHelp’s use of patient data and associated alleged violations of law involving privacy, advertising, contract and tort. The Company believes that these claims are without merit, and the Company intends to defend the lawsuits vigorously.

Segments

Segments	3 Months Ended
	Mar. 31, 2023
Segments
Segments	​ Note 17. Segments ​ ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the CODM and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. ​ The CODM measures and evaluates segments based on segment operating revenues together with Adjusted EBITDA. The Company excludes the following items from segment Adjusted EBITDA: provision for income taxes; other income, net; interest (income) expense, net; depreciation and amortization; goodwill impairment; loss on extinguishment of debt; stock-based compensation; restructuring costs; and acquisition, integration and transformation charges. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation that follows. ​ The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion. ​ Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such. ​ The Company has two reportable segments: Teladoc Health Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual mental health and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis. ​ The CODM does not review any information regarding total assets on a segment basis. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole. ​ The following table presents revenues by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ ​ March 31, ​ ​ ​ 2023 2022 ​ Teladoc Health Integrated Care ​ $ 349,972 ​ $ 332,384 ​ ​ BetterHelp ​ ​ 279,272 ​ ​ 230,174 ​ ​ Other (1) ​ ​ 0 ​ ​ 2,792 ​ ​ Total Consolidated Revenue ​ $ 629,244 ​ $ 565,350 ​ ​ ​ The following table presents Adjusted EBITDA by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Teladoc Health Integrated Care ​ $ 35,127 ​ $ 23,267 ​ ​ BetterHelp ​ ​ 17,638 ​ ​ 30,098 ​ ​ Other (1) ​ ​ 0 ​ ​ 1,132 ​ ​ Total Consolidated Adjusted EBITDA ​ $ 52,765 ​ $ 54,497 ​ ​ ​ (1) Other reflects certain revenues and expenses not related to ongoing segment operations. ​ The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Teladoc Health Integrated Care ​ $ 35,127 ​ $ 23,267 ​ BetterHelp ​ ​ 17,638 ​ ​ 30,098 ​ Other ​ ​ 0 ​ ​ 1,132 ​ Total consolidated Adjusted EBITDA ​ ​ 52,765 ​ ​ 54,497 ​ Adjustments to reconcile to GAAP net loss ​ ​ ​ ​ ​ ​ ​ Goodwill impairment ​ ​ 0 ​ ​ (6,600,000) ​ Other income, net ​ ​ 4,907 ​ ​ 724 ​ Interest income (expense), net ​ 3,648 ​ ​ (5,480) ​ Depreciation and amortization ​ (69,783) ​ ​ (58,933) ​ Stock-based compensation ​ ​ (46,038) ​ ​ (60,436) ​ Acquisition, integration, and transformation costs ​ ​ (5,944) ​ ​ (4,507) ​ Restructuring costs ​ ​ (8,102) ​ ​ 0 ​ Loss before provision for income taxes ​ ​ (68,547) ​ ​ (6,674,135) ​ Provision for income taxes ​ (681) ​ ​ (388) ​ Net loss ​ $ (69,228) ​ $ (6,674,523) ​ ​ ​ Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ ​ 2023 2022 United States ​ $ 25,957 ​ $ 25,935 ​ Other ​ 3,834 ​ 3,706 ​ Total long-lived assets ​ $ 29,791 ​ $ 29,641 ​ ​

Basis of Presentation and Pri_2

Basis of Presentation and Principles of Consolidations (Policies)	3 Months Ended
	Mar. 31, 2023
Basis Of Presentation And Principles Of Consolidation
Basis of Presentation and Principles of Consolidation	​ The accompanying unaudited condensed consolidated financial statements for the quarters ended March 31, 2023 and 2022, 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, 2022 (the “2022 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies. These consolidated financial statements include the results of Teladoc Health, as well as two professional associations and 10 professional corporations (collectively, the “THMG Association”). ​ Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A. (“THMG”), is party to a Services Agreement by and among it and the professional associations and professional corporations pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine. ​ The Company holds a variable interest in the THMG Association, which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the THMG Association and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. ​ Total revenue and net loss for the VIE were $61.6 million and $0.0 million, and $60.1 million and ($2.3) million, for the quarters ended March 31, 2023 and 2022, respectively. The VIE’s total assets, all of which were current, were $157.6 million and $106.7 million at March 31, 2023 and December 31, 2022, respectively. The VIE’s total liabilities, all of which were current, were $206.2 million and $143.8 million at March 31, 2023 and December 31, 2022, respectively. The VIE’s total stockholders’ deficit was $48.6 million and $37.1 million at March 31, 2023 and December 31, 2022, respectively. ​ All intercompany transactions and balances have been eliminated. ​ Certain prior year amounts have been reclassified to conform to the current year presentation. ​
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 the 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 the Condensed Consolidated Statement of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements. ​ Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the value of goodwill, the capitalization and amortization of software development costs, deferred device and contract costs, allowances for sales and for doubtful accounts, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies, litigation and related legal accruals, the accounting for stock-based compensation awards, and other items as described in the Summary of Significant Accounting policies in this Quarterly Report and in the 2022 Form 10-K. ​
Recently Adopted and Issued Accounting Standards	Recently Adopted Accounting Standards ​ In September 2022, the financial accounting standards board issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50) – Disclosure of Supplier Finance Program Obligations,” to provide guidance on disclosure requirements for supplier finance programs and improve information transparency by requiring the disclosure of key terms of the program, amounts outstanding that remain unpaid, a description of where those amounts are presented in the balance sheet, and a 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. The adoption of ASU 2022-04 did not have any impact on the Company’s financial information.

Revenue, Deferred Revenue, an_2

Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue, Deferred Revenue, and Deferred Device and Contract Costs
Schedule of disaggregation of revenue	The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Revenue by Type ​ ​ ​ ​ ​ ​ ​ Access fees ​ $ 550,870 ​ $ 491,337 ​ Other ​ ​ 78,374 ​ ​ 74,013 ​ Total Revenue ​ $ 629,244 ​ $ 565,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue by Geography ​ ​ ​ ​ ​ ​ ​ U.S. Revenue ​ $ 541,662 ​ $ 491,200 ​ International Revenue ​ ​ 87,582 ​ ​ 74,150 ​ Total Revenue ​ $ 629,244 ​ $ 565,350 ​ ​
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 March 31, ​ As of December 31, ​ ​ 2023 ​ 2022 ​ Deferred device and contract costs, current ​ $ 26,576 ​ $ 29,956 ​ Deferred device and contract costs, noncurrent ​ ​ 17,033 ​ ​ 8,404 ​ Total deferred device and contract costs ​ $ 43,609 ​ $ 38,360 ​ ​ Deferred device and contract costs were as follows (in thousands): ​ ​ ​ ​ ​ ​ Deferred Device and Contract Costs Beginning balance as of December 31, 2022 ​ $ 38,360 Additions ​ ​ 16,572 Cost of revenue recognized ​ ​ (11,323) Ending balance as of March 31, 2023 ​ $ 43,609

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 888,579 ​ $ 0 ​ $ 888,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Total Cash and cash equivalents ​ $ 918,182 ​ $ 0 ​ $ 918,182 ​

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2023
Inventories
Schedule of inventories	​ Inventories consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Raw materials and purchased parts ​ $ 26,403 ​ $ 30,126 ​ Work in process ​ ​ 934 ​ ​ 433 ​ Finished goods ​ ​ 26,338 ​ ​ 31,977 ​ Inventory reserve ​ (7,874) ​ (6,194) ​ Total inventories ​ $ 45,801 ​ $ 56,342 ​

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Prepaid Expenses and Other Current Assets
Schedule Of Prepaid Expenses and Other Current Assets	​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Prepaid expenses ​ $ 77,526 ​ $ 63,159 Deferred device and contract costs, current ​ 26,576 ​ ​ 29,956 Other receivables ​ ​ 25,099 ​ ​ 25,091 Other current assets ​ ​ 7,145 ​ ​ 12,104 Total prepaid expenses and other current assets ​ $ 136,346 ​ $ 130,310

Goodwill (Tables)

Goodwill (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill
Summary of goodwill	Goodwill consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Teladoc Health Integrated Care ​ ​ BetterHelp ​ ​ Total Balance as of December 31, 2022 and March 31, 2023 $ 0 ​ $ 1,073,190 ​ $ 1,073,190 ​ ​

Intangible Assets, Net and Ce_2

Intangible Assets, Net and Certain Cloud Computing Costs (Tables)	3 Months Ended
	Mar. 31, 2023
Intangible Assets, Net and Certain Cloud Computing Costs
Schedule of finite lived intangible assets	Intangible assets, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ Useful ​ ​ Accumulated Net Carrying ​ Useful Life ​ ​ ​ Life ​ Gross Value ​ Amortization ​ Value (Years) ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,459,719 ​ $ (316,839) ​ $ 1,142,880 ​ 13.3 ​ Trademarks ​ 2 to 15 years ​ ​ 325,368 ​ ​ (111,724) ​ ​ 213,644 ​ 6.9 ​ Software 3 to 5 years 339,643 ​ ​ (94,838) ​ ​ 244,805 ​ 2.7 ​ Technology ​ 4 to 7 years ​ ​ 343,070 ​ ​ (128,451) ​ ​ 214,619 ​ 4.4 ​ Intangible assets, net ​ ​ ​ $ 2,467,800 ​ $ (651,852) ​ $ 1,815,948 ​ 10.1 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client relationships 2 to 20 years $ 1,458,384 ​ $ (291,993) ​ $ 1,166,391 ​ 13.5 ​ Trademarks ​ 2 to 15 years ​ ​ 325,171 ​ ​ (98,303) ​ ​ 226,868 ​ 7.0 ​ Software 3 to 5 years 294,629 ​ ​ (78,373) ​ ​ 216,256 ​ 2.7 ​ Technology ​ 4 to 7 years ​ ​ 343,067 ​ ​ (115,817) ​ ​ 227,250 ​ 4.7 ​ Intangible assets, net ​ ​ ​ $ 2,421,251 ​ $ (584,486) ​ $ 1,836,765 ​ 10.4 ​ ​

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
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 March 31, ​ As of December 31, ​ ​ 2023 2022 Professional fees ​ $ 14,158 ​ $ 10,152 ​ Consulting fees/provider fees ​ 22,345 ​ ​ 16,407 ​ Client performance guarantees ​ ​ 6,909 ​ ​ 4,145 ​ Interest payable ​ ​ 5,811 ​ ​ 1,480 ​ Income tax payable ​ ​ 4,694 ​ ​ 3,817 ​ Insurance ​ ​ 5,125 ​ ​ 5,981 ​ Lease abandonment obligation - current ​ ​ 3,136 ​ ​ 0 ​ Marketing ​ ​ 40,427 ​ ​ 35,055 ​ Operating lease liabilities – current ​ ​ 12,958 ​ ​ 13,592 ​ Franchise and sales taxes ​ ​ 13,272 ​ ​ 10,183 ​ Accrued rebates ​ ​ 17,831 ​ ​ 14,542 ​ Staff augmentation ​ ​ 4,479 ​ ​ 3,391 ​ Other ​ 33,497 ​ ​ 49,948 ​ Total ​ $ 184,642 ​ $ 168,693 ​

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	3 Months Ended
	Mar. 31, 2023
Convertible Senior Notes
Summary of the Notes	The following table presents certain terms of the Notes that were outstanding as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2027 Notes 2025 Notes Livongo Notes Principal Amount Outstanding as of March 31, 2023 (in millions) $ 1,000.0 ​ $ 0.7 ​ $ 550.0 ​ Interest Rate Per Year ​ 1.25 % ​ 1.375 % ​ 0.875 % Fair Value as of March 31, 2023 (in millions) (1) $ 771.3 ​ $ 0.4 ​ $ 484.3 ​ Fair Value as of December 31, 2022 (in millions) (1) $ 768.2 ​ $ 0.3 ​ $ 480.6 ​ Maturity Date ​ June 1, 2027 ​ ​ May 15, 2025 ​ ​ June 1, 2025 ​ Optional Redemption Date ​ June 5, 2024 ​ ​ May 22, 2022 ​ ​ June 5, 2023 ​ Conversion Date ​ December 1, 2026 ​ ​ November 15, 2024 ​ ​ March 1, 2025 ​ Conversion Rate Per $1,000 Principal Amount as of March 31, 2023 ​ 4.1258 ​ ​ 18.6621 ​ ​ 13.94 ​ Remaining Contractual Life as of March 31, 2023 ​ 4.2 years ​ ​ 2.1 years ​ ​ 2.2 years ​ (1) The Notes are classified as Level 2 within the fair value hierarchy, as defined in Note 4. “Fair Value Measurements.” ​
Schedule of net carrying values of the Notes	The net carrying values of the Notes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, 2027 Notes 2023 2022 Principal ​ $ 1,000,000 ​ $ 1,000,000 Less: Debt discount, net (1) ​ ​ (14,584) ​ ​ (15,430) Net carrying amount ​ ​ 985,416 ​ ​ 984,570 ​ ​ ​ ​ ​ ​ ​ 2025 Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 725 ​ ​ 725 Less: Debt discount, net (1) ​ ​ (7) ​ ​ (7) Net carrying amount ​ ​ 718 ​ ​ 718 ​ ​ ​ ​ ​ ​ ​ Livongo Notes ​ ​ ​ ​ ​ ​ Principal ​ ​ 550,000 ​ ​ 550,000 Less: Debt discount, net (1) ​ ​ 0 ​ ​ 0 Net carrying amount ​ ​ 550,000 ​ ​ 550,000 ​ ​ ​ ​ ​ ​ ​ Total net carrying amount ​ $ 1,536,134 ​ $ 1,535,288 ​ ​ ​ ​ ​ ​ ​ (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 ​ ​ ​ March 31, ​ 2027 Notes ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 3,125 ​ $ 3,125 ​ Amortization of debt discount ​ 844 ​ ​ 831 ​ Total ​ $ 3,969 ​ $ 3,956 ​ Effective interest rate ​ 1.6 % ​ 0.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ March 31, ​ 2025 Notes ​ ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 2 ​ $ 3 ​ Amortization of debt discount ​ 1 ​ ​ 1 ​ Total ​ $ 3 ​ $ 4 ​ Effective interest rate ​ ​ 1.6 % ​ 0.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarters Ended ​ ​ ​ March 31, ​ Livongo Notes ​ ​ 2023 ​ ​ 2022 ​ Contractual interest expense ​ $ 1,203 ​ $ 1,203 ​ Amortization of debt discount ​ 0 ​ ​ 0 ​ Total ​ $ 1,203 ​ $ 1,203 ​ Effective interest rate ​ ​ 1.3 % ​ 0 % ​ ​ ​ ​ ​ ​ ​ ​

Advances from Financing Compa_2

Advances from Financing Companies (Tables)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023 by year as follows (in thousands): ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 ​ Remainder of 2023 ​ $ 8,908 ​ 2024 ​ ​ 7,382 ​ 2025 ​ ​ 2,903 ​ 2026 ​ ​ 91 ​ Total ​ $ 19,284 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases.
Schedule of future minimum lease payments	​ ​ ​ ​ ​ ​ As of March 31, Operating Leases: ​ 2023 2023 ​ $ 11,783 2024 ​ 11,176 2025 ​ ​ 8,615 2026 ​ ​ 7,547 2027 ​ ​ 5,436 2028 and thereafter ​ ​ 13,375 Total future minimum payments ​ ​ 57,932 Less: imputed interest ​ ​ (9,047) Present value of lease liabilities $ 48,885 ​ ​ ​ ​ Accrued expenses and other current liabilities ​ $ 12,958 Operating lease liabilities, net of current portion ​ $ 35,927

Restructuring (Tables)

Restructuring (Tables)	3 Months Ended
	Mar. 31, 2023
Restructuring
Summary of the accrual and charges incurred with respect to restructuring	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring Plan ​ Severance ​ Lease Termination ​ Total ​ Accrued Balance, December 31, 2022 ​ $ 796 ​ $ 3,247 ​ $ 4,043 ​ Additions ​ ​ 7,170 ​ ​ 470 ​ ​ 7,640 Cash payments ​ ​ (5,932) ​ ​ (581) ​ ​ (6,513) ​ Accrued Balance, March 31, 2023 ​ $ 2,034 ​ $ 3,136 ​ $ 5,170 ​

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2023
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, 2022 ​ 4,243,934 ​ $ 27.79 6.10 ​ $ 19,541 ​ Stock option grants ​ 20,431 ​ $ 23.65 N/A ​ ​ ​ ​ Stock options exercised ​ (28,127) ​ $ 10.51 N/A ​ $ (475) ​ Stock options forfeited ​ (40,725) ​ $ 47.20 N/A ​ ​ ​ ​ Balance at March 31, 2023 ​ 4,195,513 ​ $ 27.69 5.79 ​ $ 23,800 ​ Vested or expected to vest at March 31, 2023 ​ 4,195,513 ​ $ 27.69 5.79 ​ $ 23,800 ​ Exercisable at March 31, 2023 ​ 2,716,055 ​ $ 23.11 3.94 ​ $ 23,711 ​ ​
Assumptions used for estimate of fair value of options	​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended March 31, ​ ​ 2023 ​ 2022 Volatility ​ 65.58% ​ ​ 56.69% - 57.86% ​ Expected term (in years) ​ 4.3 ​ ​ 4.1 ​ Risk-free interest rate ​ 4.07% ​ ​ 1.13% - 1.52% ​ Dividend yield ​ 0 ​ ​ 0 ​ Weighted-average fair value of underlying stock options $ 12.85 ​ $ 35.94 ​ ​
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, 2022 ​ 6,481,669 ​ $ 63.63 Granted 6,301,052 ​ $ 26.83 Vested and issued ​ (942,132) ​ $ 100.72 Forfeited ​ (425,795) ​ $ 71.47 Balance at March 31, 2023 11,414,794 ​ $ 39.96 Vested and unissued at March 31, 2023 ​ 23,878 ​ $ 92.15 Non-vested at March 31, 2023 ​ 11,390,916 ​ $ 39.85 ​
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, 2022 ​ 629,672 ​ $ 99.07 Granted 1,127,045 ​ $ 26.88 Vested and issued ​ (108,775) ​ $ 153.57 Forfeited ​ (5,999) ​ $ 88.78 Performance adjustment (1) ​ (283,282) ​ $ 79.12 Balance at March 31, 2023 1,358,661 ​ $ 39.03 Vested and unissued at March 31, 2023 ​ 0 ​ $ 0.00 Non-vested at March 31, 2023 ​ 1,358,661 ​ $ 39.03 ​ (1) Based on the Company's 2022 results, performance stock units were attained at rates ranging from 0% to 86.25% of the target award. ​
Schedule of total compensation costs for stock-based awards	Total compensation costs for stock-based awards were recorded as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ ​ March 31, ​ ​ ​ 2023 2022 Cost of revenue (exclusive of depreciation and amortization, which is shown separately) ​ $ 1,353 ​ $ 2,196 ​ ​ Advertising and marketing ​ ​ 3,126 ​ ​ 3,711 ​ ​ Sales ​ 8,075 ​ 12,071 ​ ​ Technology and development ​ 12,729 ​ 18,087 ​ ​ General and administrative ​ 20,755 ​ 24,371 ​ ​ Total stock-based compensation expense (1) ​ $ 46,038 ​ $ 60,436 ​ ​ (1) Excludes the amount capitalized related to internal software development projects. ​

Segments (Tables)

Segments (Tables)	3 Months Ended
	Mar. 31, 2023
Segments
Schedule of segment reporting information	The following table presents revenues by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ ​ March 31, ​ ​ ​ 2023 2022 ​ Teladoc Health Integrated Care ​ $ 349,972 ​ $ 332,384 ​ ​ BetterHelp ​ ​ 279,272 ​ ​ 230,174 ​ ​ Other (1) ​ ​ 0 ​ ​ 2,792 ​ ​ Total Consolidated Revenue ​ $ 629,244 ​ $ 565,350 ​ ​ ​ The following table presents Adjusted EBITDA by segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Teladoc Health Integrated Care ​ $ 35,127 ​ $ 23,267 ​ ​ BetterHelp ​ ​ 17,638 ​ ​ 30,098 ​ ​ Other (1) ​ ​ 0 ​ ​ 1,132 ​ ​ Total Consolidated Adjusted EBITDA ​ $ 52,765 ​ $ 54,497 ​ ​ ​ (1) Other reflects certain revenues and expenses not related to ongoing segment operations. ​
Reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes	The following table presents a reconciliation of segment Adjusted EBITDA to consolidated GAAP income before income taxes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Ended ​ ​ ​ March 31, ​ ​ 2023 2022 Teladoc Health Integrated Care ​ $ 35,127 ​ $ 23,267 ​ BetterHelp ​ ​ 17,638 ​ ​ 30,098 ​ Other ​ ​ 0 ​ ​ 1,132 ​ Total consolidated Adjusted EBITDA ​ ​ 52,765 ​ ​ 54,497 ​ Adjustments to reconcile to GAAP net loss ​ ​ ​ ​ ​ ​ ​ Goodwill impairment ​ ​ 0 ​ ​ (6,600,000) ​ Other income, net ​ ​ 4,907 ​ ​ 724 ​ Interest income (expense), net ​ 3,648 ​ ​ (5,480) ​ Depreciation and amortization ​ (69,783) ​ ​ (58,933) ​ Stock-based compensation ​ ​ (46,038) ​ ​ (60,436) ​ Acquisition, integration, and transformation costs ​ ​ (5,944) ​ ​ (4,507) ​ Restructuring costs ​ ​ (8,102) ​ ​ 0 ​ Loss before provision for income taxes ​ ​ (68,547) ​ ​ (6,674,135) ​ Provision for income taxes ​ (681) ​ ​ (388) ​ Net loss ​ $ (69,228) ​ $ (6,674,523) ​ ​
Schedule of geographic data for long-lived assets (representing property, plant and equipment)	Geographic data for long-lived assets (representing property, plant and equipment) were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ ​ 2023 2022 United States ​ $ 25,957 ​ $ 25,935 ​ Other ​ 3,834 ​ 3,706 ​ Total long-lived assets ​ $ 29,791 ​ $ 29,641 ​

Basis of Presentation and Pri_3

Basis of Presentation and Principles of Consolidation - VIE (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) item	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs | item	2
Number of professional corporations consolidated as VIEs | item	10
Revenue	$ 629,244	$ 565,350
Net income (loss)	(69,228)	(6,674,523)
Assets	4,309,147		$ 4,345,355
(Equity) deficit	(2,291,226)	(9,142,610)	(2,307,745)	$ (16,045,757)
Primary beneficiary
Variable interest entity
Revenue	61,600	60,100
Net income (loss)	0	$ (2,300)
Assets	157,600		106,700
Liabilities	206,200		143,800
(Equity) deficit	$ 48,600		$ 37,100

Revenue, Deferred Revenue, an_3

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Other Disclosures (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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%	87%

Revenue, Deferred Revenue, an_4

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation and Other (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Revenue	$ 629,244	$ 565,350
Deferred revenue	100,000	87,100
Net increase in deferred revenue	5,700	7,600
Revenue recognized, included in deferred revenue balance at beginning of period	61,500	51,600
United States
Revenue
Revenue	541,662	491,200
Other
Revenue
Revenue	87,582	74,150
Access Fees Revenue
Revenue
Revenue	550,870	491,337
Other..
Revenue
Revenue	$ 78,374	$ 74,013

Revenue, Deferred Revenue, an_5

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Revenue Remaining Performance Obligation (Details) $ in Millions	Mar. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 87.8
Period of performance obligation	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Future Performance Obligations
Revenue recognized, performance obligation	$ 10.6
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	Mar. 31, 2023	Dec. 31, 2022
Deferred Device and Contract Costs
Deferred device and contract costs, current	$ 26,576	$ 29,956
Deferred device and contract costs, noncurrent	17,033	8,404
Total deferred device and contract costs	$ 43,609	$ 38,360

Revenue, Deferred Revenue, an_7

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Cost and Other Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Change in Deferred Costs And Other
Beginning balance	$ 38,360
Additions	16,572
Cost of revenue recognized	(11,323)
Ending Balance	$ 43,609

Fair Value Measurements - Recur

Fair Value Measurements - Recurring (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value
Transfers between fair value measurement levels, amount	$ 0	$ 0
Recurring
Fair Value
Cash and cash equivalents	888,579	918,182
Level 1 | Recurring
Fair Value
Cash and cash equivalents	888,579	918,182
Level 2 | Recurring
Fair Value
Cash and cash equivalents	$ 0	$ 0

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventories
Raw materials and purchased parts	$ 26,403	$ 30,126
Work in process	934	433
Finished goods	26,338	31,977
Inventory reserve	(7,874)	(6,194)
Total inventories	$ 45,801	$ 56,342

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid expenses	$ 77,526	$ 63,159
Deferred device and contract costs, current	26,576	29,956
Other receivables	25,099	25,091
Other current assets	7,145	12,104
Total prepaid expenses and other current assets	$ 136,346	$ 130,310

Goowill - Other (Details)

Goowill - Other (Details) $ in Thousands		3 Months Ended
	Oct. 01, 2022 USD ($) segment	Mar. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)
Goodwill
Goodwill		$ 1,073,190	$ 1,073,190
Accumulated impairment losses		$ 13,400,000		$ 12,300,000
Number of reportable segments | segment	2	2
Teladoc Health Integrated Care
Goodwill
Goodwill		$ 0
Accumulated impairment losses	$ 1,100,000
BetterHelp
Goodwill
Goodwill		$ 1,073,190

Intangible Assets, Net and Ce_3

Intangible Assets, Net and Certain Cloud Computing Costs - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Intangible assets
Gross Value	$ 2,467,800		$ 2,421,251
Accumulated Amortization	(651,852)		(584,486)
Net Carrying Value	1,815,948		1,836,765
Amortization expense for intangible assets	66,900	$ 56,600
Capitalized software development cost	16,600	6,700
Net cloud computing costs	32,500		$ 25,400
Cloud computing expense	$ 800	$ 300
Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	10 years 1 month 6 days		10 years 4 months 24 days
Client relationships
Intangible assets
Gross Value	$ 1,459,719		$ 1,458,384
Accumulated Amortization	(316,839)		(291,993)
Net Carrying Value	$ 1,142,880		$ 1,166,391
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 3 months 18 days		13 years 6 months
Trademarks
Intangible assets
Gross Value	$ 325,368		$ 325,171
Accumulated Amortization	(111,724)		(98,303)
Net Carrying Value	$ 213,644		$ 226,868
Trademarks | Minimum
Intangible assets
Useful life	2 years		2 years
Trademarks | Maximum
Intangible assets
Useful life	15 years		15 years
Trademarks | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	6 years 10 months 24 days		7 years
Capitalized software development costs
Intangible assets
Gross Value	$ 339,643		$ 294,629
Accumulated Amortization	(94,838)		(78,373)
Net Carrying Value	$ 244,805		$ 216,256
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 8 months 12 days		2 years 8 months 12 days
Technology
Intangible assets
Gross Value	$ 343,070		$ 343,067
Accumulated Amortization	(128,451)		(115,817)
Net Carrying Value	$ 214,619		$ 227,250
Technology | Minimum
Intangible assets
Useful life	4 years		4 years
Technology | Maximum
Intangible assets
Useful life	7 years		7 years
Technology | Weighted Average
Intangible assets
Weighted Average Remaining Useful Life	4 years 4 months 24 days		4 years 8 months 12 days

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Professional fees	$ 14,158	$ 10,152
Consulting fees/provider fees	22,345	16,407
Client performance guarantees	6,909	4,145
Interest payable	5,811	1,480
Income tax payable	4,694	3,817
Insurance	5,125	5,981
Lease abandonment obligation - current	3,136	0
Marketing	40,427	35,055
Operating lease liabilities - current	12,958	13,592
Acquisition & Integration	13,272	10,183
Accrued rebates	17,831	14,542
Staff augmentation	4,479	3,391
Other	33,497	49,948
Total	$ 184,642	$ 168,693

Convertible Senior Notes - Outs

Convertible Senior Notes - Outstanding Convertible Senior Notes - Issuances (Details) - USD ($) $ in Thousands	May 19, 2020	May 08, 2018	Mar. 31, 2023	Dec. 31, 2022	Jun. 04, 2020
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	725
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%

Convertible Senior Notes - Cert

Convertible Senior Notes - Certain terms of the Notes (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
2027 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 1,000,000,000
Interest Rate Per Year	1.25%
Fair value	$ 771,300,000	$ 768,200,000
Share conversion rate Per $1,000 principal amount	0.00413
Remaining contractual life	4 years 2 months 12 days
2025 Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 700,000
Interest Rate Per Year	1.375%
Fair value	$ 400,000	300,000
Share conversion rate Per $1,000 principal amount	0.01866
Remaining contractual life	2 years 1 month 6 days
Livongo Notes
Convertible Senior Notes
Principal Amount Outstanding	$ 550,000,000
Interest Rate Per Year	0.875%
Fair value	$ 484,300,000	$ 480,600,000
Share conversion rate Per $1,000 principal amount	0.01394
Remaining contractual life	2 years 2 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	3 Months Ended
	Mar. 31, 2023 USD ($) D $ / shares shares
Livongo Notes
Convertible Senior Notes
Convertible debt, number of consecutive trading days, measurement period	5
Convertible debt, Reference property rate	0.592
Convertible debt, Reference property , conversion price (in dollars per share) | $ / shares	$ 4.24
Trading day observation period used to determine the amount of cash and shares, if any, that are due upon conversion	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
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 04, 2020	May 19, 2020	May 08, 2018
Convertible Senior Notes
Net carrying amount	$ 1,536,134		$ 1,535,288
2027 Notes
Convertible Senior Notes
Principal	1,000,000		1,000,000		$ 1,000,000
Less: Debt discount, net	(14,584)		(15,430)
Net carrying amount	985,416		984,570
Interest Expense
Contractual interest expense	3,125	$ 3,125
Amortization of debt discount	844	831
Total	$ 3,969	$ 3,956
Effective interest rate of the liability component (as a percent)	1.60%	0.80%
2025 Notes
Convertible Senior Notes
Principal	$ 725		725			$ 287,500
Less: Debt discount, net	(7)		(7)
Net carrying amount	718		718
Interest Expense
Contractual interest expense	2	$ 3
Amortization of debt discount	1	1
Total	$ 3	$ 4
Effective interest rate of the liability component (as a percent)	1.60%	0.90%
Livongo Notes
Convertible Senior Notes
Principal	$ 550,000		550,000	$ 550,000
Less: Debt discount, net	0		0
Net carrying amount	550,000		$ 550,000
Interest Expense
Contractual interest expense	1,203	$ 1,203
Amortization of debt discount	0	0
Total	$ 1,203	$ 1,203
Effective interest rate of the liability component (as a percent)	1.30%	0%

Advances from Financing Compa_3

Advances from Financing Companies (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Remainder of 2023	$ 8,908
2024	7,382
2025	2,903
2026	91
Total	$ 19,284
Minimum
Advances from financing companies, interest rate (as a percent)	3.35%
Maximum
Advances from financing companies, interest rate (as a percent)	10.98%

Leases - Other (Details)

Leases - Other (Details)	3 Months Ended
	Mar. 31, 2023
Leases and Contractual Obligations
Options to extend	true
Minimum
Leases and Contractual Obligations
Remaining lease terms	1 year
Options to extend lease terms	1 year
Lessor lease term	2 years
Maximum
Leases and Contractual Obligations
Remaining lease terms	10 years
Options to extend lease terms	5 years
Lessor lease term	5 years

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Future minimum lease payments under non cancelable operating leases:
2023	$ 11,783
2024	11,176
2025	8,615
2026	7,547
2027	5,436
2028 and thereafter	13,375
Total future minimum payments	57,932
Less: imputed interest	(9,047)
Present value of lease liabilities	48,885
Operating Leases
Operating lease liabilities - current	$ 12,958	$ 13,592
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities And Other Liabilities Excluding Accrued Compensation Current
Operating lease liabilities, net of current portion	$ 35,927	$ 38,042

Restructuring (Details)

Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2023	Jun. 30, 2023
Restructuring
Restructuring costs	$ 8,102	$ 0
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	4,043
Additions	7,640
Cash payments	(6,513)
Balance at end of year	5,170
Forecast
Restructuring
Remaining expected cost			$ 17,000	$ 9,000
Lease Termination
Restructuring
Restructuring costs	900
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	3,247
Additions	470
Cash payments	(581)
Balance at end of year	3,136
Lease Termination | Forecast
Restructuring
Remaining expected cost			8,000
Severance
Restructuring
Restructuring costs	7,200
Restructuring Plan, Summary of Accrual and Charges Incurred
Balance at beginning of year	796
Additions	7,170
Cash payments	(5,932)
Balance at end of year	$ 2,034
Severance | Forecast
Restructuring
Remaining expected cost			$ 9,000

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		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Common Stock and Stockholders' Equity
Shares available for grant	6,278,157
Number of Shares Outstanding
Balance at beginning of period (in shares)	4,243,934
Stock option grants (in shares)	20,431
Stock options exercised (in shares)	(28,127)
Stock options forfeited (in shares)	(40,725)
Balance at end of period (in shares)	4,195,513		4,243,934
Vested or expected to vest at end of period (in shares)	4,195,513
Exercisable at end of period (in shares)	2,716,055
Weighted-Average Exercise Price
Balance at beginning of period (in dollars per share)	$ 27.79
Stock option grants (in dollars per share)	23.65
Stock options exercised (in dollars per share)	10.51
Stock options forfeited (in dollars per share)	47.20
Balance at end of period (in dollars per share)	27.69		$ 27.79
Vested or expected to vest at end of period (in dollars per share)	27.69
Exercisable at end of period (in dollars per share)	$ 23.11
Weighted-average remaining contractual life in Years
Weighted-average remaining contractual life (in years)	5 years 9 months 14 days		6 years 1 month 6 days
Vested or expected to vest at end of period (in years)	5 years 9 months 14 days
Exercisable at end of period (in years)	3 years 11 months 8 days
Aggregate Intrinsic Value
Balance at beginning of period	$ 19,541
Stock options exercised	(475)
Balance at end of period	23,800		$ 19,541
Vested or expected to vest at end of period	23,800
Exercisable at end of period	23,711
Grant-date fair value of stock options granted during the period	$ 200	$ 1,600
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
RSUs | Maximum
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
	Mar. 31, 2023	Mar. 31, 2022
Other disclosures
Compensation expense	$ 46,038	$ 60,436
Stock options
Fair value assumptions
Volatility, minimum (as a percent)	65.58%	56.69%
Volatility, maximum (as a percent)		57.86%
Expected term (in years)	4 years 3 months 18 days	4 years 1 month 6 days
Risk-free interest rate, minimum	4.07%	1.13%
Risk-free interest rate, maximum		1.52%
Dividend yield (as a percent)	0%	0%
Weighted-average fair value of the underlying stock options	$ 12.85	$ 35.94
Other disclosures
Compensation expense	$ 2,200	$ 10,700
Unrecognized compensation cost	$ 21,000
Period over which unrecognized compensation cost is expected to be recognized	2 years 4 months 24 days

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other disclosures
Stock-based compensation	$ 46,038	$ 60,436
RSUs
Common Stock and Stockholders' Equity
Vesting period	3 years
Shares
Balance at beginning of period (in shares)	6,481,669
Granted (in shares)	6,301,052
Vested and issued (in shares)	(942,132)
Forfeited (in shares)	(425,795)
Balance at end of period (in shares)	11,414,794
Vested and unissued (in shares)	23,878
Nonvested (in shares)	11,390,916
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 63.63
Granted	26.83
Vested and issued (in dollars per share)	100.72
Forfeited (in dollars per share)	71.47
Outstanding at end of period (in dollars per share)	39.96
Vested and unissued (in dollars per share)	92.15
Non-vested (in dollars per share)	$ 39.85
Other disclosures
Grant date fair value of RSUs granted	$ 169,100	181,900
Stock-based compensation	43,400	$ 44,500
Unrecognized compensation cost related to non vested awards	$ 405,900
Period over which unrecognized compensation cost is expected to be recognized	2 years 3 months 18 days
Minimum | RSUs
Common Stock and Stockholders' Equity
Vesting period	1 year
Maximum | RSUs
Common Stock and Stockholders' Equity
Vesting period	3 years

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other disclosures
Stock-based compensation	$ 46,038	$ 60,436
PSUs
Shares
Balance at beginning of period (in shares)	629,672
Granted (in shares)	1,127,045
Vested and issued (in shares)	(108,775)
Forfeited (in shares)	(5,999)
Performance adjustment (in shares)	(283,282)
Balance at end of period (in shares)	1,358,661
Vested and unissued (in shares)	0
Nonvested (in shares)	1,358,661
Weighted-Average Grant Date Fair Value Per Share
Outstanding at beginning of period (in dollars per share)	$ 99.07
Granted (in dollars per share)	26.88
Vested and issued (in dollars per share)	153.57
Forfeited (in dollars per share)	88.78
Performance adjustment (in dollars per share)	79.12
Outstanding at end of period (in dollars per share)	39.03
Vested and unissued (in dollars per share)	0
Non-vested (in dollars per share)	$ 39.03
Other disclosures
Grant date fair value of PSUs granted	$ 30,300	30,100
Stock-based compensation	3,400	$ 7,300
Unrecognized compensation cost related to non vested awards	$ 44,200
Period over which unrecognized compensation cost is expected to be recognized	2 years
PSUs | Minimum
Common Stock and Stockholders' Equity
Vesting period	1 year
Actual performance compared to performance conditions percentage	0%
Other disclosures
PSUs, rate as a percentage of target award	0%
PSUs | Maximum
Common Stock and Stockholders' Equity
Vesting period	3 years
Actual performance compared to performance conditions percentage	200%
Other disclosures
PSUs, rate as a percentage of target award	86.25%

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Other Disclosures
Stock-based compensation	$ 46,038	$ 60,436
ESPP
Other Disclosures
Shares reserved for issuance under the plan (in shares)	1,113,343
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
Remaining shares available for issuance under the plan (in shares)	393,089
Stock-based compensation	$ 1,600	$ 1,500
Unrecognized compensation cost	$ 700
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
	Mar. 31, 2023	Mar. 31, 2022
Compensation costs charged as an expense
Stock-based compensation	$ 46,038	$ 60,436
Reversal of share-based compensation expense associated with individuals terminated under restructuring plans	4,500
Cost of revenue (exclusive of depreciation and amortization, which is shown separately)
Compensation costs charged as an expense
Stock-based compensation	1,353	2,196
Advertising and marketing
Compensation costs charged as an expense
Stock-based compensation	3,126	3,711
Sales
Compensation costs charged as an expense
Stock-based compensation	8,075	12,071
Technology and development
Compensation costs charged as an expense
Stock-based compensation	12,729	18,087
General and administrative expenses
Compensation costs charged as an expense
Stock-based compensation	$ 20,755	$ 24,371

Provision for Income Taxes (Det

Provision for Income Taxes (Details) - 10Q - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Provision for Income Taxes
Provision for income taxes	$ 681	$ 388

Legal Matters (Details)

Legal Matters (Details) - Federal Trade Commission - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Pending Litigation
Legal Matters
Estimate of probable loss		$ 7.8
Settled Litigation
Legal Matters
Loss contingency accrual	$ 7.8

Segments - Information (Details

Segments - Information (Details) $ in Thousands		3 Months Ended
	Oct. 01, 2022 segment	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Segments
Number of reportable segments | segment	2	2
Revenues by segment
Revenue		$ 629,244	$ 565,350
Adjusted EBITDA by segment
Adjusted EBITDA		52,765	54,497
Operating Segments | Teladoc Health Integrated Care
Revenues by segment
Revenue		349,972	332,384
Adjusted EBITDA by segment
Adjusted EBITDA		35,127	23,267
Operating Segments | BetterHelp
Revenues by segment
Revenue		279,272	230,174
Adjusted EBITDA by segment
Adjusted EBITDA		17,638	30,098
Other.
Revenues by segment
Revenue		0	2,792
Adjusted EBITDA by segment
Adjusted EBITDA		$ 0	$ 1,132

Segments - Reconciliation (Deta

Segments - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments
Adjusted EBITDA	$ 52,765	$ 54,497
Adjustments to reconcile to GAAP net loss:
Goodwill impairment	0	(6,600,000)
Other expense (income), net	4,907	724
Interest expense, net	3,648	(5,480)
Depreciation and amortization	(69,783)	(58,933)
Stock-based compensation	(46,038)	(60,436)
Acquisition, integration, and transformation costs	(5,944)	(4,507)
Restructuring costs	(8,102)	0
Loss before provision for income taxes	(68,547)	(6,674,135)
Provision for income taxes	(681)	(388)
Net loss	(69,228)	(6,674,523)
Operating Segments | Teladoc Health Integrated Care
Segments
Adjusted EBITDA	35,127	23,267
Operating Segments | BetterHelp
Segments
Adjusted EBITDA	17,638	30,098
Other.
Segments
Adjusted EBITDA	$ 0	$ 1,132

Segments - Long-lived assets (D

Segments - Long-lived assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	$ 29,791	$ 29,641
United States
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	25,957	25,935
Other
Geographic data for long-lived assets (representing property, plant and equipment)
Total long-lived assets	$ 3,834	$ 3,706