Acquisition and Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Value of Consideration Transferred

The fair value of the consideration transferred on the date of acquisition consisted of the following:

In millions
Cash	$	7,450
Fair value of replacement equity awards for pre-combination services (3.2 million shares) (1)	14
Effective settlement of pre-existing relationship (2)	(111)
Total consideration transferred	$	7,353

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(1)The fair value of the replacement equity awards issued by the Company was determined as of the Signify Health Acquisition Date. The fair value of the awards attributed to pre-combination services of $14 million is included in the consideration transferred and the fair value of the awards attributed to post-combination services of $167 million has been, or will be, included in the Company’s post-combination financial statements as compensation costs.

(2)The purchase price included $111 million of effectively settled liabilities the Company owed to Signify Health from their pre-existing relationship.

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

In millions
Cash and cash equivalents	$	376
Accounts receivable	190
Other current assets (including restricted cash of $28)	149
Property and equipment	25
Goodwill	5,907
Intangible assets	1,920
Other long-term assets	23
Total assets acquired	8,590
Other current liabilities	609
Debt (current and long-term)	346
Deferred income taxes	256
Other long-term liabilities	26
Total liabilities assumed	1,237
Total consideration transferred	$	7,353

Summary of the Preliminary Valuation of Goodwill Allocated to Business Segments

The preliminary valuation of goodwill was allocated to the Company’s business segments as follows:

In millions
Health Services	$	3,404
Health Care Benefits	2,473
Pharmacy & Consumer Wellness	30
Total goodwill	$	5,907

Summary of Preliminary Fair Values and Weighted Average Useful Lives for Intangible Assets Acquired

The following table summarizes the preliminary fair values and weighted average useful lives for intangible assets acquired in the Signify Health Acquisition, each of which is subject to change as the Company finalizes its purchase accounting:

In millions, except weighted average useful life	Gross Fair Value		Weighted Average Useful Life (years)
Customer relationships	$	1,810	16.7
Technology	50		3.0
Trademark (definite-lived)	60		5.0
Total intangible assets	$	1,920	16.0

Summary of Assets and Liabilities Held for Sale

The following table summarizes the assets and liabilities held for sale at March 31, 2023 and December 31, 2022:

In millions	March 31, 2023		December 31, 2022
Assets:
Accounts receivable, net	$	211	$	227
Inventories	183		188
Property and equipment, net	—		244
Deferred income taxes	214		131
Other	17		118
Total assets held for sale	$	625	$	908
Liabilities:
Accounts payable	$	84	$	86
Accrued expenses	58		71
Other	71		71
Total liabilities held for sale	$	213	$	228