v3.25.0.1
Acquisitions, Divestitures and Asset Sales (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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$9,579 
Fair value of replacement equity awards for pre-combination services (3.9 million shares) (1)
118 
Effective settlement of pre-existing relationship (2)
(29)
Total consideration transferred$9,668 
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(1)The fair value of the replacement equity awards issued by the Company was determined as of the Oak Street Health Acquisition Date. The fair value of the awards attributed to pre-combination services of $118 million is included in the consideration transferred and the fair value of the awards attributed to post-combination services of $165 million has been, or will be, included in the Company’s post-combination financial statements as compensation costs.
(2)The purchase price included $29 million of effectively settled liabilities the Company owed to Oak Street Health from their pre-existing relationship.
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 
_____________________________________________
(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 Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions
Cash and cash equivalents$201 
Investments168 
Accounts receivable1,143 
Other current assets46 
Property and equipment180 
Operating lease right-of-use assets316 
Goodwill7,213 
Intangible assets4,233 
Other long-term assets7 
Total assets acquired13,507 
Health care costs payable 1,098 
Other current liabilities444 
Operating lease liabilities (current and long-term)378 
Debt (current and long-term)1,028 
Deferred income taxes796 
Other long-term liabilities 29 
Total liabilities assumed3,773 
Noncontrolling interests66 
Total consideration transferred$9,668 
The transaction has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values at the date of acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:
In millions
Cash and cash equivalents$376 
Accounts receivable190 
Other current assets (including restricted cash of $28)
147 
Property and equipment25 
Goodwill5,909 
Intangible assets1,920 
Other long-term assets23 
Total assets acquired8,590 
Other current liabilities606 
Debt (current and long-term)346 
Deferred income taxes259 
Other long-term liabilities 26 
Total liabilities assumed1,237 
Total consideration transferred$7,353 
Summary of the Valuation of Goodwill Allocated to Business Segments Goodwill was allocated to the Company’s business segments as follows:
In millions
Health Services$6,936 
Pharmacy & Consumer Wellness156 
Health Care Benefits121 
Total goodwill$7,213 
Goodwill was allocated to the Company’s business segments as follows:
In millions
Health Services$3,406 
Health Care Benefits2,473 
Pharmacy & Consumer Wellness30 
Total goodwill$5,909 
Summary of Fair Values and Weighted Average Useful Lives for Intangible Assets Acquired
The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Oak Street Health Acquisition:
In millions, except weighted average useful lifeGross
Fair Value		Weighted
Average Useful
Life (years)
Customer relationships (1)
$3,620 19.9
Technology143 3.0
Trademark (definite-lived)470 8.0
Total intangible assets$4,233 18.0
_____________________________________________
(1) The substantial majority of the customer relationships intangible asset relates to relationships with health plan payors.
The following table summarizes the fair values and weighted average useful lives for intangible assets acquired in the Signify Health Acquisition:
In millions, except weighted average useful lifeGross
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