Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________________________________________________

Form 10-Q


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 001-37477

______________________________________

TELADOC HEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware						04-3705970
(State of incorporation)						(I.R.S. Employer Identification No.)

2 Manhattanville Road, Suite 203
Purchase, New York						10577
(Address of principal executive office)						(Zip code)

(203) 635-2002

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TDOC	New York Stock Exchange

______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of October 24, 2024, the Registrant had 172,166,723 shares of Common Stock outstanding.

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TELADOC HEALTH, INC.

QUARTERLY REPORT ON FORM 10-Q

For the period ended September 30, 2024

TABLE OF CONTENTS


		Page Number

PART I	Financial Information	2
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2024 and 2023	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38
PART II	Other Information	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 5.	Other Information	40
Item 6.	Exhibits	40
Exhibit Index		40
Signatures		42

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PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,243,866	$	1,123,675
Accounts receivable, net of allowance for doubtful accounts of $4,318 and $4,240 at September 30, 2024 and December 31, 2023, respectively	212,039		217,423
Inventories	36,993		29,513
Prepaid expenses and other current assets	115,738		118,437
Total current assets	1,608,636		1,489,048
Property and equipment, net	28,030		32,032
Goodwill	283,190		1,073,190
Intangible assets, net	1,496,698		1,677,781
Operating lease—right-of-use assets	34,115		40,060
Other assets	77,912		80,258
Total assets	$	3,528,581	$	4,392,369
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,801	$	43,637
Accrued expenses and other current liabilities	188,095		178,634
Accrued compensation	66,437		102,686
Deferred revenue—current	88,325		95,659
Convertible senior notes, net—current	550,723		—
Total current liabilities	931,381		420,616
Other liabilities	736		1,080
Operating lease liabilities, net of current portion	36,896		42,837
Deferred revenue, net of current portion	10,469		13,623
Deferred taxes, net	50,846		49,452
Convertible senior notes, net—non-current	990,551		1,538,688
Total liabilities	2,020,879		2,066,296
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 171,944,014 shares and 166,658,253 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	172		167
Additional paid-in capital	17,726,127		17,591,551
Accumulated deficit	(16,181,491)		(15,228,655)
Accumulated other comprehensive loss	(37,106)		(36,990)
Total stockholders’ equity	1,507,702		2,326,073
Total liabilities and stockholders’ equity	$	3,528,581	$	4,392,369

See accompanying notes to unaudited condensed consolidated financial statements.

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TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data, unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	179,745		185,960		562,342		566,607
Advertising and marketing	177,462		186,152		531,061		541,698
Sales	47,465		52,309		152,267		160,329
Technology and development	72,383		84,289		230,522		258,583
General and administrative	114,245		115,716		335,494		355,702
Goodwill impairment	—		—		790,000		—
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Restructuring costs	3,580		411		14,753		16,043
Amortization of intangible assets	86,906		91,834		276,825		231,205
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Total costs and expenses	684,909		724,963		2,901,754		2,155,360
Loss from operations	(44,401)		(64,725)		(972,671)		(213,472)
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Interest expense	5,660		5,646		16,957		16,744
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Loss before provision for income taxes	(32,496)		(59,557)		(945,482)		(194,233)
Provision for income taxes	780		(2,484)		7,354		(2,755)
Net loss	(33,276)		(57,073)		(952,836)		(191,478)
Other comprehensive loss, net of tax:
Currency translation adjustment	1,860		(2,740)		(116)		1,256
Comprehensive loss	$	(31,416)	$	(59,813)	$	(952,952)	$	(190,222)

Net loss per share, basic and diluted	$	(0.19)	$	(0.35)	$	(5.61)	$	(1.17)

Weighted-average shares used to compute basic and diluted net loss per share	171,496,282		165,119,379		169,824,993		164,079,194

See accompanying notes to unaudited condensed consolidated financial statements.

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TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data, unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Gain (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance as of June 30, 2024	171,124,883	$	171	$	17,689,096	$	(16,148,215)	$	(38,966)	$	1,502,086
Exercise of stock options	6,133	—		34		—		—		34
Issuance of common stock upon vesting of restricted stock units	812,998	1		(1)		—		—		—
Issuance of stock under employee stock purchase plan	—	—		—		—		—		—
Stock-based compensation	—	—		36,998		—		—		36,998
Other comprehensive income, net of tax	—	—		—		—		1,860		1,860
Net loss	—	—		—		(33,276)		—		(33,276)
Balances as of September 30, 2024	171,944,014	$	172	$	17,726,127	$	(16,181,491)	$	(37,106)	$	1,507,702

Balance as of December 31, 2023	166,658,253	$	167	$	17,591,551	$	(15,228,655)	$	(36,990)	$	2,326,073
Exercise of stock options	253,146	—		2,711		—		—		2,711
Issuance of common stock upon vesting of restricted stock units	4,728,547	5		(5)		—		—		—
Issuance of stock under employee stock purchase plan	304,068	—		3,153		—		—		3,153
Stock-based compensation	—	—		128,717		—		—		128,717
Other comprehensive loss, net of tax	—	—		—		—		(116)		(116)
Net loss	—	—		—		(952,836)		—		(952,836)
Balance as of September 30, 2024	171,944,014	$	172	$	17,726,127	$	(16,181,491)	$	(37,106)	$	1,507,702

Balance as of June 30, 2023	164,877,180	$	165	$	17,476,451	$	(15,142,692)	$	(38,780)	$	2,295,144
Exercise of stock options	93,855	—		746		—		—		746
Issuance of common stock upon vesting of restricted stock units	586,270	1		(1)		—		—		—
Issuance of stock under employee stock purchase plan	—	—		—		—		—		—
Stock-based compensation	—	—		57,973		—		—		57,973
Other comprehensive loss, net of tax	—	—		—		—		(2,740)		(2,740)
Net loss	—	—		—		(57,073)		—		(57,073)
Balances as of September 30, 2023	165,557,305	$	166	$	17,535,169	$	(15,199,765)	$	(41,520)	$	2,294,050

Balance as of December 31, 2022	162,840,360	$	163	$	17,358,645	$	(15,008,287)	$	(42,776)	$	2,307,745
Exercise of stock options	171,888	—		1,423		—		—		1,423
Issuance of common stock upon vesting of restricted stock units	2,273,321	3		(3)		—		—		—
Issuance of stock under employee stock purchase plan	271,736	—		5,790		—		—		5,790
Stock-based compensation	—	—		169,314		—		—		169,314
Other comprehensive income, net of tax	—	—		—		—		1,256		1,256
Net loss	—	—		—		(191,478)		—		(191,478)
Balance as of September 30, 2023	165,557,305	$	166	$	17,535,169	$	(15,199,765)	$	(41,520)	$	2,294,050

See accompanying notes to unaudited condensed consolidated financial statements.

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TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(952,836)	$	(191,478)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	790,000		—
Amortization of intangible assets	276,825		231,205
Depreciation of property and equipment	7,203		8,345
Amortization of right-of-use assets	7,144		8,325
Provision for allowances for doubtful accounts	2,199		4,935
Stock-based compensation	118,479		154,727
Deferred income taxes	611		(6,658)
Other, net	5,212		9,761
Changes in operating assets and liabilities:
Accounts receivable	3,675		(696)
Prepaid expenses and other current assets	2,849		14,070
Inventory	(8,328)		18,246
Other assets	1,439		(18,362)
Accounts payable	(5,851)		(21,670)
Accrued expenses and other current liabilities	13,980		17,075
Accrued compensation	(35,943)		433
Deferred revenue	(10,456)		(1,261)
Operating lease liabilities	(8,088)		(7,133)
Other liabilities	(336)		75
Net cash provided by operating activities	207,778		219,939
Cash flows from investing activities:
Capital expenditures	(4,658)		(10,060)
Capitalized software development costs	(89,750)		(109,781)
Net cash used in investing activities	(94,408)		(119,841)
Cash flows from financing activities:
Net proceeds from the exercise of stock options	2,711		1,423
Proceeds from employee stock purchase plan	3,721		8,597
Cash received for withholding taxes on stock-based compensation, net	(176)		2,609
Other, net	(2)		—
Net cash provided by financing activities	6,254		12,629
Net increase in cash and cash equivalents	119,624		112,727
Effect of foreign currency exchange rate changes	567		(382)
Cash and cash equivalents at beginning of the period	1,123,675		918,182
Cash and cash equivalents at end of the period	$	1,243,866	$	1,030,527

Cash paid for income taxes, net	$	7,234	$	6,317

Interest paid	$	8,662	$	8,687

Supplemental disclosure of non-cash investing activities
Accruals related to Property and equipment, net and Intangible assets, net	$	3,706	$	10,050

See accompanying notes to unaudited condensed consolidated financial statements.

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TELADOC HEALTH, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Description of Business

Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience.

The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York.

Note 2. Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2024 and 2023, 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, 2023 (the “2023 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., (“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 the activities that most significantly affect the THMG Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association.

Total revenue and net loss for the VIE were $65.6 million and $0.0 million and $56.1 million and $0.0 million for the three months ended September 30, 2024 and 2023, respectively. Total revenue and net loss for the VIE were

$199.7 million and $0.0 million and $176.6 million and $0.0 million for the nine months ended September 30, 2024 and 2023, respectively. The VIE’s total assets, all of which were current, were $23.2 million and $20.6 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total liabilities, all of which were current, were

$71.8 million and $69.2 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total stockholders’ deficit was $48.6 million at each of September 30, 2024 and December 31, 2023.

All intercompany transactions and balances have been eliminated.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.

Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, 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 Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation."

Fair Value Measurements

The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.

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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. As the guidance is a

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change to disclosures only, ASU 2023-07 will impact the "Segments" note within the Company's quarterly and annual financial statements but will not have an impact in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its financial disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures.

In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements.

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 paying users, 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. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue.

The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue by Type
Access fees	$	555,275	$	582,070	$	1,672,097	$	1,708,601
Other	85,233		78,168		256,986		233,287
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Revenue by Geography
U.S. Revenue	$	536,161	$	569,322	$	1,624,563	$	1,672,770
International Revenue	104,347		90,916		304,520		269,118
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Deferred Revenue

Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.

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The following table summarizes deferred revenue activities for the periods presented (in thousands):


	Nine Months Ended September 30,
	2024		2023
Beginning balance	$	109,282	$	113,786
Cash collected	68,858		87,155
Revenue recognized	(79,346)		(88,597)
Ending balance	$	98,794	$	112,344

The Company expects to recognize $60.1 million of revenue throughout the remainder of 2024, $30.1 million of revenue in the year ending December 31, 2025, and the remaining balance thereafter related to future performance obligations that are unsatisfied or partially unsatisfied as of September 30, 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 September 30, 2024		As of December 31, 2023
Deferred device and contract costs, current	$	34,781	$	32,703
Deferred device and contract costs, non-current	17,414		17,573
Total deferred device and contract costs	$	52,195	$	50,276

Deferred device and contract costs were as follows (in thousands):


	Deferred Device and Contract Costs
Beginning balance as of December 31, 2023	$	50,276
Additions	28,516
Cost of revenue recognized	(26,597)
Ending balance as of September 30, 2024	$	52,195

Note 4. Inventories

Inventories consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Raw materials and purchased parts	$	9,122	$	9,338
Work in process	804		299
Finished goods	27,067		19,876
Total inventories	$	36,993	$	29,513

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Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Prepaid expenses	$	68,471	$	65,651
Deferred device and contract costs, current	34,781		32,703
Other receivables	11,503		12,640
Other current assets	983		7,443
Total prepaid expenses and other current assets	$	115,738	$	118,437

Note 6. Goodwill

Goodwill consisted of the following (in thousands):


	Teladoc Health Integrated Care		BetterHelp		Total
Balance as of December 31, 2023	$	—	$	1,073,190	$	1,073,190
Impairment	—		(790,000)		(790,000)
Balance as of September 30, 2024	$	—	$	283,190	$	283,190

As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization as well as changes in the operating results of the BetterHelp reporting unit, the Company conducted an interim test of its goodwill, definite-lived intangibles, and other long-lived assets at June 30, 2024. Following this test, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but recorded a $790.0 million non-deductible, non-cash goodwill impairment charge for the three months ended June 30, 2024. No goodwill impairment charge was recognized for the three months ended September 30, 2024.

The Company’s June 30, 2024 goodwill impairment testing was performed using a discounted cash flow method under the income approach. Unlike in prior testing, the Company did not utilize the market approach because of limited availability of relevant comparable company information. The Company believes using only the income approach is appropriate as it most directly reflects its future growth and profitability expectations. For the Company’s June 30, 2024 impairment testing, the Company reduced its estimated future cash flows related to its BetterHelp reporting unit used in the impairment assessment, including revenues and margin, to reflect its best and most recent estimates at this time. The Company also updated certain significant inputs into the valuation models including the discount rate, which increased to 15%, reflecting, in part, higher interest rates. The Company’s updates to its discount rate and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit.

After recording this goodwill impairment charge, there is no excess of the BetterHelp reporting unit’s fair value over its carrying value, so any further decrease in the reporting unit’s fair value would result in an additional impairment charge. In the event there are further adverse changes in the Company’s projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, the Company may be required to record additional non-cash impairment charges to its goodwill, other intangibles, and other long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s Condensed Consolidated Statement of Operations and Balance Sheets in the reporting period of the charge.

Goodwill is net of accumulated impairment charges of $14.2 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, $1.1 billion was recognized in the year ended December 31, 2022 on the goodwill assigned to the Teladoc Health Integrated Care segment, and $0.8 billion was recognized on the goodwill assigned to the BetterHelp segment in the nine months ended September 30, 2024.

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Note 7. Intangible Assets, Net and Certain Cloud Computing Costs

Intangible assets, net consisted of the following (in thousands, except years):


	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life (Years)
September 30, 2024
Client relationships	2 to 20 years	$	1,462,287	$	(469,777)	$	992,510	11.8
Trademarks	2 to 15 years	325,677		(252,325)		73,352		6.1
Software	3 to 5 years	551,866		(259,623)		292,243		2.2
Acquired technology	4 to 7 years	341,850		(203,257)		138,593		3.0
Intangible assets, net		$	2,681,680	$	(1,184,982)	$	1,496,698	8.8
December 31, 2023
Client relationships	2 to 20 years	$	1,460,857	$	(391,196)	$	1,069,661	12.5
Trademarks	2 to 15 years	325,479		(189,330)		136,149		6.9
Software	3 to 5 years	456,583		(161,108)		295,475		2.5
Acquired technology	4 to 7 years	341,814		(165,318)		176,496		3.7
Intangible assets, net		$	2,584,733	$	(906,952)	$	1,677,781	9.3

The following table presents the Company's amortization of intangible assets expense by component (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization of acquired intangibles	$	51,089	$	69,189	$	179,372	$	172,210
Amortization of capitalized software development costs	35,817		22,645		97,453		58,995
Amortization of intangible assets expense	$	86,906	$	91,834	$	276,825	$	231,205

During the second half of 2023, the Company initiated a strategy to transition the majority of its chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, the Company has accelerated the amortization of intangible assets that are associated with the Livongo trademark, increasing amortization of intangible assets expense beginning in the second half of the year ended December 31, 2023 and continuing through the six months ended June 30, 2024, with corresponding reductions thereafter.

Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of September 30, 2024 was as follows (in thousands):


Years Ending December 31,
2024	$	91,312
2025	306,508
2026	248,779
2027	175,334
2028 and thereafter	674,765
	$	1,496,698

Net cloud computing costs, which are primarily related to the implementation of the Company's customer relationship management ("CRM") and enterprise resource planning ("ERP") systems, are recorded in "Other assets" within the Company's Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the cloud

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computing costs were $40.4 million and $41.1 million, respectively. The associated expense for cloud computing costs, which is recorded in general and administration expense, was $1.3 million and $0.6 million for the three months ended September 30, 2024 and 2023, respectively. The associated expense for cloud computing costs for the nine months ended September 30, 2024 and 2023 was $3.7 million and $2.4 million, respectively.

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Marketing and advertising	$	38,826	$	34,427
Client performance guarantees and accrued rebates	33,835		36,934
Franchise, sales and other taxes	18,492		12,933
Consulting fees/provider fees	15,943		16,416
Operating lease liabilities—current	10,708		10,752
Professional fees	9,832		9,910
Information technology	9,292		7,605
Insurance	7,278		5,777
Interest payable	5,813		1,481
Lease abandonment obligation—current	3,272		3,800
Staff augmentation	2,595		4,287
Other	32,209		34,312
Total	$	188,095	$	178,634

Note 9. Convertible Senior Notes

Outstanding Convertible Senior Notes

As of September 30, 2024, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the “2027 Notes”), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo Health, Inc. (“Livongo”) on June 4, 2020 for which the Company agreed to assume all of Livongo’s rights and obligations (the “Livongo Notes;” and together with the 2027 Notes and the 2025 Notes, the “Notes”).

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The following table presents certain terms of the Notes that were outstanding as of September 30, 2024:


	2027 Notes			2025 Notes			Livongo Notes
Principal Amount Outstanding as of September 30, 2024 (in millions)	$	1,000.0		$	0.7		$	550.0
Interest Rate Per Year	1.25		%	1.375		%	0.875		%
Fair Value as of September 30, 2024 (in millions) (1)	$	862.0		$	0.6		$	529.7
Fair Value as of December 31, 2023 (in millions) (1)	$	822.0		$	0.3		$	513.7
Maturity Date	June 1, 2027			May 15, 2025			June 1, 2025
Optional Redemption Date	June 5, 2024			May 22, 2022			June 5, 2023
Conversion Date	December 1, 2026			November 15, 2024			March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of September 30, 2024	4.1258			18.6621			13.9400
Remaining Contractual Life as of September 30, 2024	2.7 years			0.6 years			0.7 years

(1)The Company estimates the fair value of its Notes utilizing market quotations for debt that have quoted prices in active markets. Since the Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. “Basis of Presentation and Principles of Consolidation.”

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 the 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 10 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

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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 41st scheduled trading day immediately preceding the maturity date in the case of the Livongo Notes) if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2027 Note or 2025 Note for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture. If the Company undergoes a fundamental change (as defined in the applicable indenture) at any time prior to the maturity date of the Livongo Notes, holders will have the right, at their option, to require the Company to repurchase for cash all or any portion of their Livongo Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Livongo Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The Company accounts for each Note series at amortized cost within the liability section of its Condensed Consolidated Balance Sheets. The Company has reserved an aggregate of 8.7 million shares of common stock for the Notes.

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The net carrying values of the Notes consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
2025 Notes
Principal	$	725	$	725
Less: Debt discount, net (1)	(2)		(4)
Net carrying amount	723		721

Livongo Notes
Principal	550,000		550,000
Less: Debt discount, net (1)	—		—
Net carrying amount	550,000		550,000

2027 Notes
Principal	1,000,000		1,000,000
Less: Debt discount, net (1)	(9,449)		(12,033)
Net carrying amount	990,551		987,967

Total net carrying amount	$	1,541,274	$	1,538,688

Convertible senior notes, net—current	$	550,723	$	—
Convertible senior notes, net—non-current	990,551		1,538,688
Total net carrying amount	$	1,541,274	$	1,538,688

(1)Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the Notes using the effective interest rate method.

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The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
2025 Notes	2024			2023			2024			2023
Contractual interest expense	$	2		$	2		$	7		$	7
Amortization of debt discount	0			1			2			2
Total	$	2		$	3		$	9		$	9
Effective interest rate	1.8		%	1.8		%	1.8		%	1.8		%

	Three Months Ended September 30,						Nine Months Ended September 30,
Livongo Notes	2024			2023			2024			2023
Contractual interest expense	$	1,203		$	1,203		$	3,609		$	3,609
Amortization of debt discount	—			—			—			—
Total	$	1,203		$	1,203		$	3,609		$	3,609
Effective interest rate	0.9		%	0.9		%	0.9		%	0.9		%

	Three Months Ended September 30,						Nine Months Ended September 30,
2027 Notes	2024			2023			2024			2023
Contractual interest expense	$	3,125		$	3,125		$	9,375		$	9,375
Amortization of debt discount	865			851			2,584			2,542
Total	$	3,990		$	3,976		$	11,959		$	11,917
Effective interest rate	1.6		%	1.6		%	1.6		%	1.6		%

Note 10. Leases

Operating 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 to eight years, with options to extend the lease term from one to five years. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the terms covering the right to use property, plant or equipment for a stated period of time. For new and amended leases beginning in 2020 and after, the Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases.

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The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):


Operating Leases:	As of September 30, 2024
2024	$	3,464
2025	12,766
2026	11,580
2027	8,474
2028	6,319
2029 and thereafter	13,451
Total future minimum payments	56,054
Less: imputed interest	(8,450)
Present value of lease liabilities	$	47,604

Accrued expenses and other current liabilities	$	10,708
Operating lease liabilities, net of current portion	$	36,896

The Company rents certain virtual healthcare platforms 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 to five years.

The Company recorded certain restructuring costs related to lease impairments and the related charges due to the abandonment and/or exit of excess leased office space. However, the lease liabilities related to these spaces remain an outstanding obligation of the Company as of September 30, 2024. See Note. 11, “Restructuring,” for further information.

Note 11. Restructuring

The Company accounts for restructuring costs in accordance with Accounting Standards Codification ("ASC") Subtopic 420-10, "Exit or Disposal Cost Obligations" and ASC Section 360-10-35, "Property, Plant and Equipment-Subsequent Measurement." The costs are recorded to the "Restructuring costs" line item within the Company's Condensed Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized.

The Company previously disclosed that, as a result of its comprehensive operational review of the business and in order to drive efficiency to reduce costs and improve profit growth, it expected to incur pre-tax charges in the range of $12.0 million to $16.0 million in the year ending December 31, 2024.

During the three months ended September 30, 2024, the Company recorded $3.6 million of restructuring costs, of which $2.3 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was for office space reduction related costs, including $1.0 million of right-of-use asset impairment charges. During the nine months ended September 30, 2024, the Company recorded $14.8 million of restructuring costs, of which $10.7 million was for employee transition, severance, employee benefits, and related costs, $1.3 million was for office space reduction related costs, including $1.0 million of right-of-use asset impairment charges, and $2.8 million was for other restructuring related costs.

During the three months ended September 30, 2023, the Company recorded $0.4 million of restructuring costs, of which $0.2 million was for employee transition, severance, employee benefits, and related costs and $0.2 million was related to cost associated with office space reductions. During the nine months ended September 30, 2023, the Company recorded $16.0 million of restructuring costs, of which $7.9 million was for employee transition, severance, employee benefits, and related costs and $8.1 million was related to cost associated with office space reductions, including

$4.9 million of right-of-use asset impairment charges.

The portion of these expenses that are to be settled by cash disbursements were accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets.

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The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets as of September 30, 2024 (in thousands):


	Restructuring Plan
	Severance		Lease Termination		Other (1)		Total
Accrued Balance, December 31, 2023	$	—	$	3,800	$	—	$	3,800
Additional expenses	10,656		299		2,837		13,792
Cash payments	(9,179)		(827)		(2,837)		(12,843)
Accrued Balance, September 30, 2024	$	1,477	$	3,272	$	—	$	4,749

(1)Reflects amounts associated with other restructuring related costs.

Note 12. Common Stock and Stockholders’ Equity

Stock Plans

The Company’s 2023 Incentive Award Plan and 2023 Employment Inducement Incentive Award Plan (collectively, the “2023 Plans”) provide for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employee service providers. Previously, the Company’s 2015 Incentive Award Plan, 2017 Employment Inducement Incentive Award Plan and Livongo Acquisition Incentive Award Plan (together with the 2023 Plans, collectively, the “Plans”) also provided for the issuance of such awards. The Company had 12,913,482 shares available for grant under the 2023 Plans at September 30, 2024.

All stock-based awards to employees are measured based on the grant-date fair value. Expense is recognized in the Company’s Condensed Consolidated Statements of Operations over the requisite service period, which is generally the vesting period of the respective award. The Company recognizes the forfeiture of stock-based awards as they occur.

CEO New Hire Awards

In connection with the commencement of employment of the Company's new Chief Executive Officer ("CEO") on June 10, 2024, the Company granted a new-hire incentive equity award to the CEO under the Company’s 2023 Employment Inducement Incentive Award Plan. Such award had an aggregate grant date target value of approximately $15.0 million and consisted of 939,849 performance stock units and 469,924 restricted stock units. The fair value of approximately one-fourth of these performance stock units has not yet been determined and will be after the performance criteria for those awards has been established. The expense recognition for all the performance stock units will begin at the start of their performance periods, which will be January 1, 2025.

The restricted stock units issued to the CEO are expected to vest one-third on the first anniversary of the grant date and in eight substantially equal quarterly installments beginning on the 15-month anniversary of the grant date, in each case subject to the CEO's continued service on the applicable vesting date. The performance stock units issued to the CEO provide a target number of shares of the Company's common stock that would be earned at the end of a specified performance period based on (i) the Company's adjusted EBITDA for 2025 (“EBITDA PSUs”) and (ii) the Company's actual compound annual revenue growth rate during the period January 1, 2025 through December 31, 2027 (“Revenue CAGR PSUs”). Seven-twelfths of any earned EBITDA PSUs would vest on March 10, 2026 and the remaining five-twelfths would vest in five substantially equal quarterly installments over the subsequent 15 months. Any earned Revenue CAGR PSUs would vest on March 1, 2028.

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.

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Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years):


	Number of Shares Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Balance at December 31, 2023	4,182,187	$	27.37	5.26	$	13,732
Stock option grants	32,477	$	20.66	N/A
Stock options exercised	(253,146)	$	10.71	N/A	$	694
Stock options forfeited	(1,006,976)	$	31.93	N/A
Balance at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Vested or expected to vest at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Exercisable at September 30, 2024	2,493,425	$	27.06	2.95	$	1,951

The total grant-date fair value of stock options granted during the three months ended September 30, 2024 and 2023 were $0.0 million and $0.4 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 were $0.4 million and $1.2 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 volatility of the Company’s stock over a period equivalent to the expected term of the stock option grants.

Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data.

Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options.

Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of zero.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share:


	Nine Months Ended September 30,
	2024	2023
Volatility	67.86% - 67.94%	65.58% - 68.22%
Expected term (in years)	4.3	4.3
Risk-free interest rate	3.85% - 3.90%	3.68% - 4.34%
Dividend yield	0%	0%
Weighted-average fair value of underlying stock options	$11.55	$13.42

For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $1.9 million and $2.3 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to stock options granted of $5.8 million and $7.0 million, respectively.

As of September 30, 2024, the Company had $5.5 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 1.9 years.

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Restricted Stock Units

The fair value of RSUs is determined on the date of grant. The Company records compensation expense 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 to three years.

RSU activity under the Plans was as follows:


	RSUs	Weighted-Average Grant Date Fair Value Per RSU
Balance at December 31, 2023	9,452,412	$	34.70
Granted	5,362,335	$	14.37
Vested and issued	(4,482,291)	$	38.27
Forfeited	(2,132,247)	$	26.05
Balance at September 30, 2024	8,200,209	$	21.71
Vested and unissued at September 30, 2024	72,620	$	42.69
Non-vested at September 30, 2024	8,127,589	$	21.52

The total grant-date fair value of RSUs granted during the three months ended September 30, 2024 and 2023, was

$1.4 million and $7.5 million, respectively. The total grant-date fair value of RSUs granted during the nine months ended September 30, 2024 and 2023, was $77.1 million and $189.2 million, respectively.

For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $32.5 million and $46.9 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $109.1 million and $134.1 million, respectively.

As of September 30, 2024, the Company had $142.3 million in unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years.

Performance Stock Units

Stock-based compensation costs associated with the Company’s RSUs subject to performance criteria (“PSUs”) are initially determined using the fair market value of the Company’s common stock on the date the awards are granted (service inception date). The vesting of these PSUs is subject to certain performance conditions and a service requirement generally ranging from one to three years. Stock-based compensation costs associated with these PSUs are reassessed each reporting period based upon the estimated performance attainment on the reporting date until the performance conditions are met. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance targets and generally ranges from 0% to 200% of the initial grant. Stock compensation expense for PSUs is recognized on an accelerated tranche by tranche basis for performance-based awards.

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PSU activity under the Plans was as follows:


	Shares	Weighted-Average Grant Date Fair Value Per PSU
Balance at December 31, 2023	1,452,387	$	36.82
Granted (1)	2,102,495	$	13.56
Vested and issued	(246,256)	$	47.63
Forfeited	(863,852)	$	20.78
Performance adjustment (2)	(246,495)
Balance at September 30, 2024	2,198,279	$	19.25
Vested and unissued at September 30, 2024	—	$	—
Non-vested at September 30, 2024	2,198,279	$	19.25

(1)Granted excludes 0.2 million target shares for which the performance criteria has not been established as of September 30, 2024.

(2)Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award.

The total grant-date fair value of PSUs granted was $0.0 million during each of the three months ended September 30, 2024 and 2023. The total grant-date fair value of PSUs granted during the nine months ended September 30, 2024 and 2023 was $28.5 million and $34.9 million, respectively.

For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $(0.9) million and $2.6 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $1.9 million and $9.9 million, respectively.

As of September 30, 2024, the Company had $11.4 million in unrecognized compensation cost related to non-vested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years.

Employee Stock Purchase Plan

In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan (“ESPP”) in connection with its initial public offering. At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved an amendment to the ESPP to increase the number of shares of the Company’s common stock available for issuance under the ESPP by 3,000,000. As a result, a total of 4,113,343 shares of common stock have been reserved for issuance under this plan. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.

During the three months ended September 30, 2024 and 2023, the Company did not issue any shares under the ESPP. During the nine months ended September 30, 2024 and 2023, the Company issued 304,068 shares and 271,736 shares, respectively, under the ESPP. As of September 30, 2024, 2,496,713 shares remained available for issuance.

For the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $0.5 million and $1.2 million, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense related to the ESPP of $1.7 million and $3.6 million, respectively.

As of September 30, 2024, the Company had $0.2 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 years.

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Total compensation costs for stock-based awards were recorded as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)	$	1,075	$	1,464	$	3,782	$	4,060
Advertising and marketing	3,856		4,399		11,023		11,527
Sales	5,204		9,110		20,124		27,055
Technology and development	8,152		14,566		27,134		42,984
General and administrative	15,760		23,406		56,416		69,082
Total stock-based compensation expense	34,047		52,945		118,479		154,708
Capitalized stock-based compensation	2,951		5,028		10,238		14,606
Total stock-based compensation	$	36,998	$	57,973	$	128,717	$	169,314

Note 13. Provision for Income Taxes

The Company recorded income tax expense of $0.8 million and $7.4 million for the three and nine months ended September 30, 2024, respectively. The tax expenses recorded were the result of state tax law changes and the tax shortfall associated with the stock-based compensation awards that vested in the year.

The Company recorded income tax benefits of $2.5 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.

Note 14. Commitments and Contingencies

Commitments

The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which are presented in Note 9. Convertible Senior Notes, and its long-term operating leases, which are presented in Note 10. Leases.

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 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, which was consolidated with the Schneider case in the Southern District court under the caption In re

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Teladoc Health, Inc. Securities Litigation. The lead plaintiff subsequently filed amended complaints that expanded the alleged class period to February 11, 2021 to July 27, 2022. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint, and on September 24, 2024 the United States Court of Appeals for the Second Circuit affirmed in part, and vacated in part, the Southern District court's dismissal and remanded for further proceedings. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuit vigorously.

On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the 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. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuit vigorously.

On July 30, 2020, the Company’s subsidiary BetterHelp, Inc. (“BetterHelp”) received a Civil Investigative Demand from the U.S. Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether BetterHelp engaged in unfair business practices in violation of the Federal Trade Commission Act. In March 2023, BetterHelp and the FTC entered into a tentative settlement of all claims arising from the FTC’s investigation and agreed to a consent order that required the Company to make a $7.8 million payment to the FTC. The settlement, including the consent order, received final approval from the FTC on July 14, 2023.

There have been multiple putative class-action litigations filed against BetterHelp in connection with the above-referenced FTC settlement and consent order. The actions have been filed in California federal and state courts and in Canada. 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 it has substantial defenses, and the Company intends to defend the lawsuits vigorously.

On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously.

On May 17, 2024, a purported securities class action complaint (Stary v. Teladoc Health, Inc., et. al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s current and former 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 November 2, 2022 through February 20, 2024. The complaint asserts 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 July 15, 2024, a duplicative purported securities class action complaint (Waits 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 Waits were substantially similar to those in Stary. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuits vigorously.

On June 18, 2024, a verified shareholder derivative complaint (Roy v. Gorevic, 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 current and former officers and directors. The complaint asserts violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control in connection with factual assertions similar to those in the purported securities class action complaint described in the preceding paragraph. The complaint seeks damages to the

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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 October 4, 2024 the parties agreed, and the Court ordered, to stay all proceedings until any motion to dismiss filed in the purported securities class action complaint described above is granted with prejudice and any appeals therefrom are resolved, or any defendant files an answer in the purported securities class action complaint described above. On October 1, 2024, a duplicative verified stockholder derivative complaint (Brigman v. Daniel, et. al) was filed in the United States District Court for the Southern District of New York. The claims and parties in Brigman are substantially similar to those in Roy, and also alleges insider trading violations against certain defendants. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuits vigorously.

Note 15. 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: goodwill impairment; provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; stock-based compensation; restructuring costs; and acquisition, integration and transformation charges. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliation that follows.

The Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion.

Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such.

The Company has two reportable segments: Teladoc Health Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis.

The CODM does not review any information regarding total assets on a segment basis. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole.

The following table presents revenues by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	383,666	$	374,416	$	1,138,198	$	1,084,438
BetterHelp	256,842		285,822		790,885		857,450
Total Consolidated Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

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The following table presents Adjusted EBITDA by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total Consolidated Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total consolidated Adjusted EBITDA	83,255		88,757		235,876		213,677
Less adjustments to reconcile to GAAP net loss
Stock-based compensation	34,047		52,945		118,479		154,708
Goodwill impairment	—		—		790,000		—
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Restructuring costs	3,580		411		14,753		16,043
Amortization of intangible assets	86,906		91,834		276,825		231,205
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Interest expense	5,660		5,646		16,957		16,744
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Loss before provision for income taxes	(32,496)		(59,557)		(945,482)		(194,233)
Provision for income taxes	780		(2,484)		7,354		(2,755)
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)

Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):


	As of September 30, 2024		As of December 31, 2023
United States	$	24,458	$	28,096
International	3,572		3,936
Total long-lived assets	$	28,030	$	32,032

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

Many statements made in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipates,” “believes,” “suggests,” “targets,” “projects,” “plans,” “expects,” “future,” “intends,” “estimates,” “predicts,” “potential,” “may,” “will,” “should,” “could,” “would,” “likely,” “foresee,” “forecast,” “continue” and other similar words or phrases, as well as statements in the future tense to identify these forward-looking statements. These forward-looking statements and projections are contained throughout this Form 10-Q, including the section entitled” “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties, and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include, but are not limited to, the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and in our other reports and U.S. Securities and Exchange Commission (“SEC”) filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.

Overview

Teladoc, Inc. 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. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” the “Company,” or “we.” The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in whole person virtual care focused on forging a new healthcare experience with better convenience, outcomes, and value around the world.

We were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms. Today, we have a vision of making virtual care the first step on any healthcare journey, and we are delivering on this mission by providing whole person virtual care that includes primary care, mental health, chronic condition management, and more.

Key Factors Affecting Our Performance

We believe that our future performance will depend on many factors, including the following:

As it relates to the Integrated Care segment:

Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period. Our revenue growth rate and long-term profitability are affected by our ability to increase cross selling capability among our existing members over time because we derive a substantial portion of our revenue from access and other fees via Client contracts that provide members access to our professional provider network in exchange for a contractual based periodic fee. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan and employer Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate

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our services and support initiatives that will enhance members’ experiences. U.S. Integrated Care members increased by 3.7 million, or 4%, to 93.9 million at September 30, 2024, compared to the same period in 2023.

Chronic Care Program Enrollment. Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our whole person virtual care platform that we believe positions us to drive greater engagement with our platforms and increased revenue. Chronic care program enrollment increased by 5% to 1.179 million at September 30, 2024, compared to 1.122 million at September 30, 2023.

Average Monthly Revenue Per U.S. Integrated Care Member. Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 20% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption, the growth of our business, and future revenue potential. Average monthly revenue per U.S. Integrated Care member was $1.36 in the three months ended September 30, 2024, compared to $1.41 in the same period in 2023. Average monthly revenue per U.S. Integrated Care member decreased to $1.37 in the nine months ended September 30, 2024 from $1.40 in the same period in 2023. The change in average monthly revenue versus the indicated prior period is reflective of the growth of onboarding new members and the timing and mix of when fees are realized.

As it relates to the BetterHelp segment:

BetterHelp Paying Users. BetterHelp paying users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period. We believe that our ability to add new paying users and retain existing users is a key indicator of the market adoption of BetterHelp, the growth of that business, and future revenue potential. BetterHelp paying users decreased by 13% to 0.398 million for the three months ended September 30, 2024, compared to 0.459 million for the three months ended September 30, 2023, and decreased by 13% to 0.407 million for the nine months ended September 30, 2024, compared to 0.467 million for the nine months ended September 30, 2023.

As it relates to the Company:

Seasonality. Our business has historically been subject to seasonality. In our Integrated Care segment, a concentration of our new Client contracts have an effective date of January 1 as a result of many Clients’ introduction of new services at the start of each calendar year. Therefore, while membership increases, utilization and enrollment rates are dampened until service delivery ramps up over the course of the year. In addition, as a result of seasonal cold and flu trends, we historically have experienced our highest level of visit and other fee revenue during the first and fourth quarters of each year.

Due to the higher cost of customer acquisition during the end-of-year holiday season, our BetterHelp segment has historically reduced marketing activity during the fourth quarter. As a result of this dynamic, we have typically experienced fewer new member additions and the strongest operating income performance in the fourth quarter. Conversely, as marketing activity typically resumes at the start of the year, we typically experience the weakest operating income performance during the first quarter as new customer acquisition and revenue growth lags marketing spend.

Critical Accounting Estimates and Policies

Our discussion and analysis of our results of operations, liquidity and capital resources are based on our condensed consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, business combinations, goodwill and other intangible assets, income taxes, and other items. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are

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subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2023 Form 10-K.

Goodwill Impairment Charge

As a result of sustained decreases in our publicly quoted share price and market capitalization through June 30, 2024 as well as changes in the operating results of the BetterHelp reporting unit, we conducted an interim test of our goodwill, definite-lived intangibles, and other long-lived assets at June 30, 2024. Following this test, we did not identify an impairment to our definite-lived intangible assets or other long-lived assets, but recorded a $790.0 million non-deductible, non-cash goodwill impairment charge for the three months ended June 30, 2024. No goodwill impairment charge was recognized for the three months ended September 30, 2024.

Our June 30, 2024 goodwill impairment testing was performed using a discounted cash flow method under the income approach. Unlike in prior testing, we did not utilize the market approach because of limited availability of relevant comparable company information. We believe using only the income approach is appropriate as it most directly reflects our future growth and profitability expectations. For our June 30, 2024 impairment testing, we reduced our estimated future cash flows related to our BetterHelp reporting unit used in the impairment assessment, including revenues and margin, to reflect our best and most recent estimates at this time. We also updated certain significant inputs into the valuation models including the discount rate, which increased to 15%, reflecting, in part, higher interest rates. Our updates to our discount rate and estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit.

After recording this goodwill impairment charge, there is no excess of the BetterHelp reporting unit’s fair value over its carry value, so any further decrease in the reporting unit’s fair value would result in an additional impairment charge. In the event there are further adverse changes in our projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, we may be required to record additional non-cash impairment charges to our goodwill, other intangibles, and other long-lived assets. Such non-cash charges could have a material adverse effect on our Condensed Consolidated Statement of Operations and Balance Sheets in the reporting period of the charge.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include Adjusted EBITDA (as defined below) and free cash flow. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful financial metrics to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as a key measure of our performance.

Adjusted EBITDA consists of net loss before provision for income taxes; other (income) expense, net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation.

Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.

Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per

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share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:

•Adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and it does not reflect other (income) expense, net, interest income, or interest expense;

•Adjusted EBITDA does not reflect restructuring costs. Restructuring costs may include certain lease impairment costs, certain losses related to early lease terminations, and severance;

•Adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our CRM and ERP systems. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities;

•Adjusted EBITDA does not reflect goodwill impairment; and

•Adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.

In addition, although amortization of intangible assets and depreciation of property and equipment are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any expenditures for such replacements.

We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash provided by operating activities, and other performance measures.

In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

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Condensed Consolidated Results of Operations

The following table sets forth our Condensed Consolidated Statements of Operations data for the three months ended September 30, 2024 and 2023 and the dollar and percentage change between the respective periods (in thousands, except per share data):


	Three Months Ended September 30,
	2024		2023		Variance		%
Revenue	$	640,508	$	660,238	$	(19,730)	(3)	%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	179,745		185,960		(6,215)		(3)	%
Advertising and marketing	177,462		186,152		(8,690)		(5)	%
Sales	47,465		52,309		(4,844)		(9)	%
Technology and development	72,383		84,289		(11,906)		(14)	%
General and administrative	114,245		115,716		(1,471)		(1)	%
Goodwill impairment	—		—		—		N/M
Acquisition, integration, and transformation costs	457		5,824		(5,367)		(92)	%
Restructuring costs	3,580		411		3,169		N/M
Amortization of intangible assets	86,906		91,834		(4,928)		(5)	%
Depreciation of property and equipment	2,666		2,468		198		8	%
Total costs and expenses	684,909		724,963		(40,054)		(6)	%
Loss from operations	(44,401)		(64,725)		20,324		(31)	%
Interest income	(15,326)		(12,606)		(2,720)		22	%
Interest expense	5,660		5,646		14		—	%
Other (income) expense, net	(2,239)		1,792		(4,031)		(225)	%
Loss before provision for income taxes	(32,496)		(59,557)		27,061		(45)	%
Provision for income taxes	780		(2,484)		3,264		(131)	%
Net loss	$	(33,276)	$	(57,073)	$	23,797	(42)	%
Net loss per share, basic and diluted	$	(0.19)	$	(0.35)	$	0.16	(46)	%


Adjusted EBITDA (1)	$	83,255	$	88,757	$	(5,502)	(6)	%

___________________________

(1)Non-GAAP Financial Measure

(2)N/M - not meaningful

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The following table sets forth our Condensed Consolidated Statements of Operations data for the nine months ended September 30, 2024 and 2023 and the dollar and percentage change between the respective periods (in thousands, except per share data):


	Nine Months Ended September 30,
	2024		2023		Variance		%
Revenue	$	1,929,083	$	1,941,888	$	(12,805)	(1)	%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	562,342		566,607		(4,265)		(1)	%
Advertising and marketing	531,061		541,698		(10,637)		(2)	%
Sales	152,267		160,329		(8,062)		(5)	%
Technology and development	230,522		258,583		(28,061)		(11)	%
General and administrative	335,494		355,702		(20,208)		(6)	%
Goodwill impairment	790,000		—		790,000		N/M
Acquisition, integration, and transformation costs	1,287		16,848		(15,561)		(92)	%
Restructuring costs	14,753		16,043		(1,290)		(8)	%
Amortization of intangible assets	276,825		231,205		45,620		20	%
Depreciation of property and equipment	7,203		8,345		(1,142)		(14)	%
Total costs and expenses	2,901,754		2,155,360		746,394		35	%
Loss from operations	(972,671)		(213,472)		(759,199)		N/M
Interest income	(42,840)		(33,075)		(9,765)		30	%
Interest expense	16,957		16,744		213		1	%
Other (income) expense, net	(1,306)		(2,908)		1,602		(55)	%
Loss before provision for income taxes	(945,482)		(194,233)		(751,249)		N/M
Provision for income taxes	7,354		(2,755)		10,109		N/M
Net loss	$	(952,836)	$	(191,478)	$	(761,358)	N/M
Net loss per share, basic and diluted	$	(5.61)	$	(1.17)	$	(4.44)	N/M


Adjusted EBITDA (1)	$	235,876	$	213,677	$	22,199	10	%

___________________________

(1)Non-GAAP Financial Measure

(2)N/M - not meaningful

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The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)
Add:
Provision for income taxes	780		(2,484)		7,354		(2,755)
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Interest expense	5,660		5,646		16,957		16,744
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Amortization of intangible assets	86,906		91,834		276,825		231,205

Restructuring costs	3,580		411		14,753		16,043
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Goodwill impairment	—		—		790,000		—
Stock-based compensation	34,047		52,945		118,479		154,708
Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

Revenue. Total revenue was $640.5 million for the three months ended September 30, 2024, compared to $660.2 million during the three months ended September 30, 2023, a decrease of $19.7 million, or 3%. This decrease in revenue was driven substantially by lower revenue in our BetterHelp segment. Total access fees were $555.3 million for the three months ended September 30, 2024, compared to $582.1 million for the three months ended September 30, 2023, a decrease of $26.8 million, or 5%. Other revenue, which predominately includes visit fees and, to a lesser extent, revenue from the sales of our telehealth solutions for hospitals and health systems, was $85.2 million for the three months ended September 30, 2024, compared to $78.2 million for the three months ended September 30, 2023, an increase of $7.1 million, or 9%. For the three months ended September 30, 2024, 87% and 13% of our revenue was derived from access fees and other revenue, respectively, as compared to 88% and 12%, respectively, for the three months ended September 30, 2023. By geography, International revenue increased by 15% to $104.3 million while U.S. revenue decreased by 6% to $536.2 million, each compared to the three months ended September 30, 2023.

For the nine months ended September 30, 2024, the decrease of total revenue was 1%, from $1,941.9 million for the nine months ended September 30, 2023 to $1,929.1 million. This decrease was driven substantially by lower revenue in our BetterHelp segment. Revenue from access fees was $1,672.1 million for the nine months ended September 30, 2024, compared to $1,708.6 million for the nine months ended September 30, 2023, a decrease of $36.5 million, or 2%. Other revenue was $257.0 million for the nine months ended September 30, 2024, compared to $233.3 million for the nine months ended September 30, 2023, an increase of $23.7 million, or 10%. For the nine months ended September 30, 2024, 87% and 13% of our revenue was derived from access fees and other revenue, respectively, as compared to 88% and 12%, respectively, for the nine months ended September 30, 2023. By geography, International revenue increased by 13% to $304.5 million while U.S. revenue decreased by 3% to $1,624.6 million, each compared to the nine months ended September 30, 2023.

Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was $179.7 million for the three months ended September 30, 2024, compared to $186.0 million for the three months ended September 30, 2023, a decrease of $6.2 million, or 3%. The decrease was primarily driven by lower physician and product shipping costs, partially offset by higher amortization of device costs. On a year-to-date basis, cost of revenue decreased by $4.3 million, or 1%, to $562.3 million. The decrease was also primarily driven by lower physician and product shipping costs, partially offset by higher amortization of device costs.

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Advertising and Marketing Expenses. Advertising and marketing expenses were $177.5 million for the three months ended September 30, 2024, compared to $186.2 million for the three months ended September 30, 2023, a decrease of $8.7 million, or 5%. This decrease primarily reflects lower digital and media advertising costs. On a year-to-date basis, advertising and marketing expenses decreased by $10.6 million, or 2%, to $531.1 million. The decrease was driven mainly by lower digital and media advertising costs and lower employee compensation costs.

Sales Expenses. Sales expenses were $47.5 million for the three months ended September 30, 2024, compared to $52.3 million for the three months ended September 30, 2023, a decrease of $4.8 million, or 9%. On a year-to-date basis, sales expenses decreased by $8.1 million, or 5%, to $152.3 million. The decreases in both the three month and year-to-date periods reflect lower employee compensation costs, partially offset by higher costs for professional fees.

Technology and Development Expenses. Technology and development expenses were $72.4 million for the three months ended September 30, 2024, compared to $84.3 million for the three months ended September 30, 2023, a decrease of $11.9 million, or 14%. On a year-to-date basis, technology and development expenses decreased by $28.1 million, or 11%, to $230.5 million. The decreases for both the three month and year-to-date periods reflect lower employee compensation costs and professional fees, partially offset by higher infrastructure, hosting, and software license costs associated with running operations as well as ongoing projects and services to continuously improve and optimize our products and services.

For the three months ended September 30, 2024 and 2023, research and development costs, which exclude amounts reflected as capitalized software development costs, were $22.4 million and $31.8 million, respectively. For the nine months ended September 30, 2024 and 2023, research and development costs were $69.5 million and $95.4 million, respectively.

General and Administrative Expenses. General and administrative expenses decreased $1.5 million, or 1%, to $114.2 million for the three months ended September 30, 2024, compared to $115.7 million for the three months ended September 30, 2023. The decrease was primarily driven by lower employee compensation costs, indirect taxes, therapist onboarding costs, and bad debt expense, offset by higher legal costs, professional fees, and software and infrastructure costs. On a year-to-date basis, general and administrative expenses decreased $20.2 million, or 6%, to $335.5 million. The decrease was primarily driven by lower employee compensation costs, therapist onboarding costs, indirect taxes, and bad debt expenses, partially offset by higher legal costs and software and infrastructure costs.

As a result of the termination of our former CEO, we recognized approximately $6.4 million of related costs for the nine months ended September 30, 2024, with $1.2 million for cash severance costs and $5.2 million for stock-based compensation.

Goodwill Impairment. As discussed earlier under the section "Critical Accounting Estimates and Policies: Goodwill Impairment Charge," we recorded a non-cash goodwill impairment charge of $790.0 million for the nine months ended September 30, 2024 resulting from the June 30, 2024 interim goodwill impairment testing performed. The non-cash charge had no impact on the provision for income taxes.

Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our Customer Relationship Management and Enterprise Resource Planning ecosystem and were $0.5 million and $5.8 million for the three months ended September 30, 2024 and 2023 respectively, and were $1.3 million and $16.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Restructuring Costs. Restructuring costs for the three months ended September 30, 2024 were $3.6 million, of which $2.3 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was related to costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges. Restructuring costs for the nine months ended September 30, 2024, were $14.8 million, with $10.7 million of employee transition, severance, employee benefits, and related costs, $1.3 million of costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges, and $2.8 million of other restructuring related costs.

Restructuring costs for the three months ended September 30, 2023 were $0.4 million, of which $0.2 million was for employee transition, severance, employee benefits, and related costs and $0.2 million was related to costs associated with office space reductions. During the nine months ended September 30, 2023, the Company recorded $16.0 million of restructuring costs, of which $7.9 million was for employee transition, severance, employee benefits, and related costs and $8.1 million was related to costs associated with office space reductions, including $4.9 million of right-of-use asset impairment charges.

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Amortization of Intangible Assets.

The following table shows amortization of intangible assets broken down by components for the periods indicated (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023		%	2024		2023		%
Amortization of acquired intangibles	$	51,089	$	69,189	(26)%	$	179,372	$	172,210	4%
Amortization of capitalized software development costs	35,817		22,645		58%	97,453		58,995		65%
Amortization of intangible assets expense	$	86,906	$	91,834	(5)%	$	276,825	$	231,205	20%

In the second half of 2023, we initiated a strategy to transition the majority of our chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024. In connection with the brand strategy, we accelerated the amortization of intangible assets that are associated with the Livongo trademark, increasing amortization of intangible assets expense in the year ended December 31, 2023 and continuing through the six months ended June 30, 2024, with corresponding reductions thereafter.

Amortization of intangible assets was $86.9 million for the three months ended September 30, 2024, compared to

$91.8 million for the three months ended September 30, 2023, a decrease of $4.9 million, or 5%. The decrease was primarily driven by the lower amortization associated with the Livongo trademark, partially offset by an increase in the amortization of capitalized software development costs related to our investment in platforms.

Amortization of intangible assets was $276.8 million for the nine months ended September 30, 2024, compared to $231.2 million for the nine months ended September 30, 2023, an increase of $45.6 million, or 20%. The higher expense was driven by higher amortization of intangible assets due to the acceleration of amortization associated with the Livongo trademark as well as an increase in the amortization of capitalized software development costs related to our investment in platforms.

Depreciation of Property and Equipment. Depreciation of property and equipment was $2.7 million for the three months ended September 30, 2024, compared to $2.5 million for the three months ended September 30, 2023, an increase of $0.2 million, or 8%. On a year-to-date basis, depreciation of property and equipment was $7.2 million for the nine months ended September 30, 2024, compared to $8.3 million for the nine months ended September 30, 2023, a decrease of $1.1 million, or 14%

Interest Income. Interest income consisted of interest earned on cash and cash equivalents. Interest income was $15.3 million for the three months ended September 30, 2024, compared to $12.6 million for the three months ended September 30, 2023. Interest income was $42.8 million for the nine months ended September 30, 2024 compared to $33.1 million for the nine months ended September 30, 2023. The increase for both periods was primarily driven by higher interest rate yields and an increase in cash and cash equivalent balances.

Interest Expense. Interest expense consisted of interest costs and the amortization of debt discounts primarily associated with the convertible senior notes. Interest expense was $5.7 million for the three months ended September 30, 2024, compared to $5.6 million for the three months ended September 30, 2023. Interest expense was $17.0 million and $16.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Other (Income) Expense, net. Other (income) expense, net was an income of $2.2 million for the three months ended September 30, 2024, compared to an expense of $1.8 million for the three months ended September 30, 2023, primarily reflecting the impact of foreign currency exchange rate fluctuations. Other (income) expense, net was an income of $1.3 million for the nine months ended September 30, 2024, compared to $2.9 million for the nine months ended September 30, 2023, primarily reflecting gains on foreign currency exchange rate fluctuations for the nine months ended September 30, 2024 and a gain on the partial sale of a business, partially offset by losses on foreign currency exchange rate fluctuations for the nine months ended September 30, 2023.

Provision for Income Taxes. We recorded an income tax expense of $0.8 million for the three months ended September 30, 2024, compared to $2.5 million income tax benefit for the three months ended September 30, 2023, and an

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income tax expense of $7.4 million for the nine months ended September 30, 2024, compared to $2.8 million income tax benefit for the nine months ended September 30, 2023.

Segment Information

The following tables set forth the results of operations by segment for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):


	Three Months Ended September 30,
Teladoc Health Integrated Care	2024			2023			Variance		%
Revenue	$	383,666		$	374,416		$	9,250	2	%
Adjusted EBITDA	$	68,039		$	62,805		$	5,234	8	%
Adjusted EBITDA Margin %	17.7		%	16.8		%


	Nine Months Ended September 30,
Teladoc Health Integrated Care	2024			2023			Variance		%
Revenue	$	1,138,198		$	1,084,438		$	53,760	5	%
Adjusted EBITDA	$	179,741		$	135,900		$	43,841	32	%
Adjusted EBITDA Margin %	15.8		%	12.5		%

Integrated Care total revenues increased by $9.3 million, or 2%, to $383.7 million for the three months ended September 30, 2024, reflecting higher visit revenue in the U.S., as well as strong growth internationally. For the nine months ended September 30, 2024, Integrated Care total revenues increased by $53.8 million, or 5%, to $1,138.2 million, primarily on higher chronic care results and higher visit revenue in the U.S., as well as strong growth internationally.

Integrated Care Adjusted EBITDA increased by $5.2 million, or 8%, to $68.0 million for the three months ended September 30, 2024, primarily reflecting higher gross profit and lower other operating expenses. For the nine months ended September 30, 2024, Integrated Care Adjusted EBITDA increased by $43.8 million, or 32%, to $179.7 million, primarily reflecting higher gross profit and lower other operating expenses.


	Three Months Ended September 30,
BetterHelp	2024			2023			Variance		%
Therapy Services	$	250,588		$	281,204		$	(30,616)	(11)	%
Other Wellness Services	6,254			4,618			1,636		35	%
Total Revenue	$	256,842		$	285,822		$	(28,980)	(10)	%
Adjusted EBITDA	$	15,216		$	25,952		$	(10,736)	(41)	%
Adjusted EBITDA Margin %	5.9		%	9.1		%


	Nine Months Ended September 30,
BetterHelp	2024			2023			Variance		%
Therapy Services	$	773,373		$	845,420		$	(72,047)	(9)	%
Other Wellness Services	17,512			12,030			5,482		46	%
Total Revenue	$	790,885		$	857,450		$	(66,565)	(8)	%
Adjusted EBITDA	$	56,135		$	77,777		$	(21,642)	(28)	%
Adjusted EBITDA Margin %	7.1		%	9.1		%

BetterHelp total revenues decreased by $29.0 million, or 10%, to $256.8 million for the three months ended September 30, 2024, primarily driven by a 13% decrease in average monthly paying users. BetterHelp total revenues

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decreased by $66.6 million, or 8%, to $790.9 million for the nine months ended September 30, 2024, primarily driven by a 13% decrease in average monthly paying users.

BetterHelp Adjusted EBITDA decreased by $10.7 million, or 41%, to $15.2 million for the three months ended September 30, 2024, primarily reflecting the impact of revenues declining more than expenses. BetterHelp Adjusted EBITDA decreased by $21.6 million, or 28%, to $56.1 million for the nine months ended September 30, 2024, primarily reflecting the impact of revenues declining more than expenses.

Liquidity and Capital Resources

The following table presents a summary of our cash flow activity for the nine months ended September 30, 2024 and 2023 (in thousands):


	Nine Months Ended September 30,
Consolidated Statements of Cash Flows - Summary	2024		2023
Net cash provided by operating activities	$	207,778	$	219,939
Net cash used in investing activities	(94,408)		(119,841)
Net cash provided by financing activities	6,254		12,629
Effect of foreign currency exchange rate changes	567		(382)
Total increase in cash and cash equivalents	$	120,191	$	112,345

Our principal source of liquidity is our cash and cash equivalents, totaling $1,243.9 million as of September 30, 2024. During 2023, we experienced positive operating cash flow and we anticipate continuing positive operating cash flow results for 2024.

We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of telehealth, and our debt service obligations. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, technologies, and intellectual property rights. We may be required to seek additional equity or debt financing to fund working capital, capital expenditures and acquisitions, and to settle debt obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations.

Historically, we have financed our operations primarily through sales of equity securities, debt issuance, and bank borrowings.

At September 30, 2024, we had outstanding convertible notes for an aggregate principal amount of $550.7 million due within the next 12 months. See Note 9. “Convertible Senior Notes” to the condensed consolidated financial statements for additional information on our convertible senior notes.

We were in compliance with all debt covenants at September 30, 2024.

We routinely enter into contractual obligations with third parties to provide professional services, licensing, and other products and services in support of our ongoing business. The current estimated cost of these contracts is not expected to be significant to our liquidity and capital resources based on contracts in place as of September 30, 2024.

Cash from Operating Activities

Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Net cash provided by operating activities was $207.8 million for the nine months ended September 30, 2024 compared to net cash provided by operating activities of $219.9 million for the nine months ended September 30, 2023. The year-over-year change was primarily driven by higher incentive compensation payments.

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The primary uses of cash from operating activities are for the payment of cash compensation, provider fees, engagement marketing, direct-to-consumer digital and media advertising, inventory, insurance, technology costs, interest expense and acquisition, integration, and transformation costs. Historically, cash compensation is at its highest level in the first quarter when discretionary employee compensation related to the previous fiscal year is paid.

Cash from Investing Activities

Cash used in investing activities was $94.4 million for the nine months ended September 30, 2024, and $119.8 million for the nine months ended September 30, 2023. Amounts for both periods relate to payments for capitalized software development costs associated with ongoing projects to continuously improve and optimize our products and services.

Cash from Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2024 was $6.3 million and $12.6 million for the nine months ended September 30, 2023, primarily reflecting lower proceeds from the employee stock purchase plan.

Free Cash Flow

The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited):


	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	207,778	$	219,939
Capital expenditures	(4,658)		(10,060)
Capitalized software development costs	(89,750)		(109,781)
Free Cash Flow	$	113,370	$	100,098

Free cash flow was $113.4 million for the nine months ended September 30, 2024, compared to $100.1 million for the nine months ended September 30, 2023. The year-over-year change was driven by decreases in payments for capitalized expenditures and capitalized software development costs, offset by higher incentive compensation payments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk and Foreign Currency Exchange Risk

Our cash and cash equivalents are subject to interest rate volatility, which impacts the amount of interest income earned, and represents our principal market risk. A 1% change in interest rates would result in a change of interest income generated from our cash and cash equivalents by approximately $12 million over the next 12 months. We do not expect cash flows related to our convertible senior notes to be affected by a sudden change in market interest rates as they bear fixed interest rates. We do not enter into investments for trading or speculative purposes.

We operate our business primarily within the U.S. which accounts for approximately 84% of our revenues. We have not utilized hedging strategies with respect to our foreign currency exchange exposure as we believe it is not expected to have a material impact on our condensed consolidated financial statements.

Concentrations of Risk and Significant Clients

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although we deposit our cash with multiple financial institutions in the U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits. Our cash equivalents are primarily invested in institutional money market funds.

No single Client represented over 10% of consolidated revenues for the three or nine months ended September 30, 2024 or 2023. For the Integrated Care segment, a significant portion of our revenue is derived from large enterprises,

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mainly health plans. For the nine months ended September 30, 2024, revenue from the five largest customers accounted for 31% of total Integrated Care segment revenue. For the BetterHelp segment, there is no significant concentration risk as substantially all revenue is generated from individuals in the direct-to-consumer market.

Item 4. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are contained in Note 14. “Commitments and Contingencies,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and are incorporated by reference herein.

Item 1A. Risk Factors

For a discussion of potential risks and uncertainties related to our Company see the information in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” section in Part I, Item 2, of this Quarterly Report on Form 10-Q.

Item 5. Other Information

During the three months ended September 30, 2024, the following officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Securities Act of 1933), which was intended to satisfy the affirmative defense of Rule10b5-1(c):

On September 13, 2024, Michael Waters, our Chief Operating Officer, adopted a Rule 10b5-1 trading plan that provides for the sale of up to 105,703 shares of our common stock through December 2025.

Table of Contents

Item 6. Exhibits

Exhibit

Index

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith

3.1

Seventh Amended and Restated Certificate of Incorporation of Teladoc Health, Inc.

8-K

001-37477

3.1

6/2/22

3.2

Seventh Amended and Restated Bylaws of Teladoc Health, Inc.

10-K

001-37477

3.2

2/23/24

10.1

Release and Separation Agreement, dated as of September 27, 2024, by and between Teladoc Health, Inc. and Michael Waters.

31.1

Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Chief Financial Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

Table of Contents

104

Cover Page Interactive Data File – The Cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

___________________________

*Filed herewith.

**Furnished herewith.

Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TELADOC HEALTH, INC.

Date: October 31, 2024	By:	/s/ CHARLES DIVITA, III
	Name:	Charles Divita, III
	Title:	Chief Executive Officer

Date: October 31, 2024	By:	/s/ MALA MURTHY
	Name:	Mala Murthy
	Title:	Chief Financial Officer

Exhibit 10.1

September 27, 2024

Michael Waters
Via e-mail

Dear Michael:

This letter agreement, (together with the attachments, the “Agreement”), reflects our mutual understanding with respect to your future services and expected separation from Teladoc Health, Inc., a Delaware corporation (the “Company” or “we”) and sets forth the payments and benefits that you will be eligible to receive under this Agreement.

1. Separation. As of the date hereof, we hereby acknowledge your intent to resign on the close of business on December 31, 2024 (the “Separation Date”), with great thanks for your valuable contributions to the Company to date. You and the Company agree that you intend to continue to be employed and will provide agreed upon reasonable transition services to the Company through the Separation Date (the “Transition Period”). During the Transition Period, you may engage in outside business activities with non-competitive entities so long as they do not materially interfere with the performance of your duties or pose a conflict of interest; provided that for so long as you remain employed by the Company you shall be subject to the Company’s Code of Business Conduct and Ethics, Related-Party Transaction Policy and other relevant policies, as reasonably administered by the Company in a manner consistent with past practice, and provided, further that during the Transition Period, the Company shall not object to you joining the board of any portfolio company of Morningside Technology Advisory, LLC. On the Separation Date, your employment with the Company will terminate in all capacities and you will cease to serve the Company as its Chief Operating Officer. You and the Company will mutually agree on all internal and external announcements regarding your departure.

2. Base Salary and Benefits Through and After the Separation Date.

a. Through the Transition Period you will continue to receive your current annual salary on the Company’s regular payroll days and participate in the Company’s benefits at your current level of coverage and continue to vest in your equity grants pursuant to the terms of the applicable award agreements. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, if the Company terminates your employment prior to December 31, 2024 (other than due to a material breach of this Agreement which has not been cured within 10 business days of written notice from the Company to you detailing the breach), the Company shall continue to pay you all compensation and benefits under this Agreement (including under this Section 2(a), 2(b), 3 and 4) as if your employment ended December 31, 2024. For the avoidance of doubt, during the Transition Period, nothing herein shall operate to prohibit you from receiving any severance benefits you are entitled to under the Teladoc Health, Inc. Level 14 Severance Plan (the “Severance Plan”), as amended by the relevant provisions of your Employment Agreement (as defined below), in the context of a

Change of Control (as such term is defined in the Severance Plan) or other corporate transaction.

b. Subject to your continued employment, consistent with the terms of this Agreement, through the Separation Date, for a period of nine (9) months following the Separation Date: (a) you will be entitled to receive continued base salary at your current annual salary rate, paid in accordance with the Company’s payroll practices in the ordinary course and (b) the Company shall pay the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect as of the Separation Date, provided that you timely elect continued coverage under COBRA for you or yourself and your covered dependents under the Company’s group health (medical, dental or vision) plans following the Separation Date, .

3. 2024 Bonus. Subject to your continued employment, consistent with the terms of this Agreement, through the Separation Date, you will be entitled to receive your annual cash incentive bonus for the performance year ending December 31, 2024 (the “Bonus”), based on actual performance as determined by the Board of Directors of the Company (the “Board”) or its designee, paid in cash within ten (10) days of the Company’s reasonable ability to determine it, in no event later than March 15, 2025.

4. Treatment of Equity.

a. You acknowledge that you will not be eligible to receive additional Company equity grants in 2024 or subsequent years.

b. Provided that (i) you remain an employee of the Company through the Separation Date (except as set forth above in Section 2(a) in which event you remain entitled to these payments and benefits set forth in this Section 4(b)), (ii) you execute the General Release Agreement set forth as Appendix A hereto (the “General Release”) within 21 days hereof, and you do not revoke the General Release within seven days of execution, and (iii) you execute the Reaffirmation Page set forth as Appendix B hereto (the “Reaffirmation Page”) on or within 21 days after the Separation Date, all unvested equity or equity-based awards granted to you under any equity compensation plans of the Company that were scheduled to vest within nine (9) months after the Separation Date will immediately become vested as to time, with any such awards that are subject to performance-based vesting conditions remaining eligible to vest to the extent such performance conditions are satisfied during that 9-month period (the “Equity Vesting Acceleration Benefit”); provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by the Company’s other senior executives in the context of a Change of Control (as such term is defined in the applicable award agreement) or other corporate transaction. You acknowledge and agree that the list of your outstanding equity grants that are eligible for

vesting following the Separation Date (subject to performance conditions if applicable) is set forth on Schedule I. Except as provided in this paragraph, all unvested equity grants will be forfeited as of the Separation Date. Notwithstanding anything herein to the contrary, all equity grants (whether currently vested or that will become vested as outlined in this paragraph) shall be governed by the relevant terms of the award agreements and the equity incentive plan or plans under which such grants were issued, except as necessary to take into account modifications made by this paragraph.

You hereby acknowledge that under the original terms of the applicable award agreements, you would not be entitled to such equity acceleration and that such benefits are in consideration for and conditioned upon your compliance in all material respects with the provisions of Sections 7, 9, 10, 11 and 12 of this Agreement.

5. Forfeiture. In the event of your material breach of the provisions of Sections 7, 9, 10, 11 and/or 12 of this Agreement at any time, you will forfeit all remaining amounts owed to you under Sections 2(b), 3 (the “Forfeiture Penalty”); provided, however, that the Forfeiture Penalty shall not be the exclusive remedy for any and all material breaches by you of Sections 7, 9, 10, 11 and/or 12.

6. Additional Benefits; Release; Reaffirmation Page. You acknowledge and agree that certain payments and benefits described herein are in excess of the total payments and benefits that you would otherwise be eligible to receive upon your termination of employment, absent this Agreement. In order to induce the Company to enter into this Agreement to provide you these additional benefits, you will (a) sign the General Release as set forth as Appendix A hereto, within 21 days of receipt, (b) not revoke such General Release within the seven-day period as set forth in the General Release and (c) on the Separation Date, or within 21 days thereafter, sign the Reaffirmation Page as set forth as Appendix B hereto and not timely revoke the Reaffirmation Page within the seven-day period as set forth in the General Release. In addition to your execution and non-revocation of the General Release and Reaffirmation Page, as applicable, your continuing entitlement to the payments and benefits described in this Agreement is subject to your continuing compliance in all material respects with the provisions of Sections 7, 9, 10, 11 and 12 of this Agreement as set forth in Section 5 above. You hereby acknowledge that, except as otherwise specifically provided in this Agreement, you will not be entitled to any cash or non-cash consideration or other benefits of any kind from the Company, including any payments or benefits to which you may have been entitled under any of the Company’s equity compensation plans and related award agreements or any other agreement with the Company or any severance plan, policy or agreement of the Company. The Company also agrees that it shall timely execute and deliver the Release and the Reaffirmation Page within the same deadlines applicable to you.

7. Confidential Information; Assignment of Inventions.

a. You understand and agree that you remain subject to the covenants set forth in Sections 9 and 10 of the Executive Employment Agreement between you and the Company, dated as of July 15, 2022 (the “Employment Agreement”) and the Confidentiality Agreement by and between the Company and you, dated as of June 16, 2022 (the “Confidentiality Agreement”).

8. Employee Protections.

a. Notwithstanding anything to the contrary contained herein or in any other confidentiality provision or agreement to which you may become subject to as a result of your employment with the Company, nothing in this Agreement or otherwise limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (each, a “Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of the foregoing activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency. Nothing in this agreement precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency; provided, however, once this Agreement becomes effective, you will not be entitled to receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you file or is filed on your behalf. Notwithstanding anything to the contrary herein, the Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by the privilege.

b. Pursuant to the Defend Trade Secrets Act of 2016, you will not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (x) file any document containing the trade secret under seal and (y) do not disclose the trade secret, except pursuant to court order. Further, in the event that disclosure of Confidential Information was not done in good faith pursuant to the above, you

may be subject to substantial damages, including punitive damages and attorneys’ fees.

9. Mutual Non-Disparagement. You and the Company acknowledge and agree that the non-disparagement provision set forth in Section 11 of your Employment Agreement shall remain in full force and effect pursuant to the applicable terms of such provision following the Separation Date. Likewise, the Company shall not at any time, and shall instruct all employees at the salary grade level 13 and above to not, in any way, undertake to disparage, demean, or cast in a false, misleading or negative light, you, or in any other way publish negative statements about you or exhibit an attitude of hostility toward you. This provision shall not preclude either party (or the applicable employee) from (i) providing truthful testimony in response to legal process and (ii) correcting false or misleading statements made about you by the Company or any of its officers or directors on one hand, or correcting false or misleading statements made by you about the Company or any of its subsidiaries and their respective directors, officers and executives on the other.

10. Non-Competition. Provided that the Company complies with its obligations in this Agreement, you agree that during the period between the date of this Agreement and nine (9) months following the Separation Date (the “Restricted Period”), you will not, without the prior written consent of the Board, directly or indirectly, and whether as a principal, investor, employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on, own, manage, operate, participate in or be employed or engaged by, a Competing Business (as defined below) in any jurisdiction in which the Company is then engaged, or at any time during such period becomes or became engaged; provided, however, that nothing herein will limit your right to (a) be employed or engaged by a separate division or operating unit (a “Division”) of a multi-divisional business or enterprise that had at least $100 million in revenue for the last completed fiscal year (such business or enterprise, a “Permitted Enterprise”) if (x) the Division in which you are employed or engaged does not design, develop, distribute, support, market, consult on, license, or sell products or services in the Competing Business, (y) you do not provide services, directly or indirectly, to any other division or operating unit of such Permitted Enterprise that designs, develops, distributes, supports, markets, consults on, licenses, or sells products or services in the Competing Business (such division or operating unit, a “Competitive Division”) and (z) the Competitive Divisions of the Permitted Enterprise, in the aggregate, accounted for less than 20% of the Permitted Enterprise’s consolidated revenues for the last completed fiscal year, and each subsequent quarterly period, prior to your employment or engagement by the Division; (b) have beneficial ownership in, or become employed or engaged by, a private debt, venture capital or private equity investment fund that invests in any portfolio company that engages in a Competing Business so long as you do not have the ability to control or exercise any managerial influence over such portfolio company that engages in a Competing Business; (c) own not more than 1% of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange

Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (d) look for employment or other engagement or (e) enter into any employment or similar agreement; provided that your employment or other engagement in a Competing Business does not commence during the Restricted Period. For purposes of this Agreement, “Competing Business” means any business that is operating in digital health that provides any of the following products or services: (i) virtual urgent or primary care; (ii) virtual behavioral health; (iii) platforms or networked devices for hospital and health systems to provide virtual care; or (iv) chronic condition management. Notwithstanding the foregoing, nothing herein shall prohibit you from acting as a board member or non-employee paid advisor, during the Restricted Period, to a digital health company that had no greater than $250 million in revenue for the last completed fiscal year, provided that you comply with your obligations under Sections 7, 11 and 12 hereunder, which for the avoidance of doubt shall include the covenants set forth in Sections 9 and 10 of the Employment Agreement and the Confidentiality Agreement, provided, further that you may acquire equity in any such company that you act as a board member or non-employee paid advisor to, pursuant to this sentence.

11. Non-Solicit. You agree that during the between the date of this Agreement and nine (9) months following the Separation Date (the “Non-Solicit Period”), you will not directly or indirectly solicit, induce, or encourage any management-level employee of the Company to terminate his or her employment, consulting or other provision of services to the Company. For purposes of this Agreement, “management-level employee” means any employee designated as Vice President and above.

12. Non-Inducement and Non-Interference. You agree that during the Non-Solicit Period, you will not knowingly and intentionally induce or attempt to induce any customer, client, supplier, licensee or other business relationship of the Company to cease doing or reduce their business with the Company.

13. Termination. Upon the termination of your employment for any reason, the Company shall pay to you (i) all earned but unpaid base salary through such date of termination; (ii) all accrued but unused vacation as of such date of termination; (iii) reimbursement for all business expenses that you incurred during your employment with the Company in accordance with the Company’s expense reimbursement policy; and (iv) any vested employee benefits in accordance with the terms and conditions with the applicable Company benefit plan or arrangement.

14. Indemnification Agreement. The Company shall comply with the terms of the Indemnification Agreement, dated July 25, 2022, between the Company and you (the “Indemnification Agreement”), which shall remain in full force and effect following the execution of this Agreement and shall survive the termination of your employment for any reason.

15. Governing Law; Jurisdiction and Venue. This Agreement, for all purposes, will be construed in accordance with the laws of New York without regard to conflicts-of-law principles. Any action or proceeding by either you or the Company to enforce this

Agreement will be brought only in any state or federal court located in the State of New York, County of Westchester. You and the Company hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

16. Notices. All notices, requests and other communications under this Agreement, the General Release and the Reaffirmation Page will be in writing (including facsimile, Adobe Sign or similar writing) to the applicable address (or to such other address as to which notice is given in accordance with this Section 16).

If to you: Michael Waters
[____________]

With a copy to: Becker, Glynn, Muffly, Chassin & Holinski LLP
299 Park Avenue
New York, NY 10171
Attn: Bonnie Klugman
Email: BKlugman@beckerglynn.com

If to the Company: Teladoc Health, Inc.
2 Manhattanville Road, Suite 203
Purchase, NY 10577
Attn: Adam Vandervoort

Each such notice, request or other communication will be effective only when received by the receiving party; provided, however, that the Company’s obligation to copy your counsel on any notice below shall not qualify as formal notice hereunder.

17. Transferability.

a. This Agreement will be binding upon and inure to the benefit of you and the Company and their respective successors, heirs (in your case) and permitted assigns.

b. No rights or obligations of the Company under this Agreement may be assigned or transferred by it except that such rights and obligations will be automatically assigned or transferred pursuant to a merger, amalgamation, consolidation or other combination in which the Company is not the continuing or resulting entity, or a sale or liquidation of all or substantially all of the Company’s business and assets; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and expressly assumes the obligations hereunder.

c. None of your rights or obligations under this Agreement may be assigned or transferred by you other than your rights to compensation and benefits, which may be transferred only by will or by operation of law.

d. You will be entitled, to the extent permitted under applicable law and applicable plans or programs of the Company, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Company. In the event of your death or a judicial determination of your incompetence, references in this Agreement to you will be deemed, where appropriate, to refer to your beneficiary, estate, executor or other legal representative. For the avoidance of doubt, your heirs will receive the payments and benefits set forth in Section 2(b), 3 and 4 in the event of your death.

18. Counterparts. This Agreement may be executed in counterparts. Signatures delivered by facsimile (including, without limitation, by “pdf”) will be effective for all purposes.

19. Entire Agreement. This Agreement (along with your equity award agreements (as amended herein) and the Indemnification Agreement) sets forth the entire agreement and understanding relating to your employment relationship with the Company; this Agreement supersedes all prior discussions, negotiations, term sheets, illustrative calculations, proposed arrangements and agreements concerning your employment with the Company and your separation therefrom and may not be amended except by mutual written agreement, executed by you and the Company, that specifically identifies the provisions being amended.

20. Representations.

a. The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other person or body whose action is required) to enter into this Agreement and to perform its obligations under it, (ii) to the best of its knowledge and belief, the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound and (iii) upon the execution and delivery of this Agreement by you and the Company, this Agreement will be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. In the event that the foregoing representation is in any respect false, the Company will promptly and fully indemnify you against any liability, loss, expense or obligation that you incur as a result.

b. You represent and warrant that (i) to the best of your knowledge and belief, the execution, delivery and performance of this Agreement by you does not violate any applicable law, regulation, order, judgment or decree, (ii) you have (A) been

individually represented by independent legal counsel of your own selection in reviewing, negotiating and executing the terms of this Agreement, including the General Release and Reaffirmation Page and (B) engaged such independent legal counsel in accordance with California Labor Code Section 925 with the specific intent with full knowledge and understanding and in reliance on your own judgment and any advice provided by such independent legal counsel to designate the substantive laws of the State of New York as the choice of law to be applied to this Agreement, including the restrictive covenants set forth in Sections 7, 9, 10, 11 and 12, the General Release and the Reaffirmation Page, and to designate the State of New York for venue and jurisdiction, and (iii) upon the execution and delivery of this Agreement by you and the Company, this Agreement will be your valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or laws or principles of equity. In the event that the foregoing representation is false in any respect, you will promptly and fully indemnify the Company against any liability, loss, expense or obligation that the Company incurs as a result.

21. Miscellaneous

a. Nothing herein changes the at-will nature of your employment.

b. No waiver by any person or entity of any breach of any condition or provision contained in this Agreement will be deemed a waiver of any similar or dissimilar condition or provision at the same or any prior or subsequent time. To be effective, any waiver must be set forth in a writing signed by the waiving person or entity and must specifically refer to the condition(s) or provision(s) of this Agreement being waived.

c. The headings of the sections and subsections contained in this Agreement are for convenience only and will not be deemed to control or affect the meaning or construction of any provision of this Agreement.

d. In the event of any inconsistency between the terms of this Agreement and the terms of any other plan, program, agreement, award document or other arrangement of the Company, the terms of this Agreement will control.

e. Payments under this Agreement will be subject to applicable withholding taxes, deductions and required employee tax contributions. This Agreement is intended to either comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions. This Agreement shall be construed and interpreted in accordance with such intent. In addition, each payment shall be considered a separate payment for purposes of Section 409A of the Code and any termination of employment under this Agreement shall mean a

separation from service as defined in Section 409A of the Code and Treas. Reg. §1.409A-1(h)(1)(ii) (or other similar or successor provision). To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The parties agree to make such other amendments to this Agreement as are necessary to comply with the requirements of Section 409A of the Code if Section 409A of the Code is applicable to this Agreement.

If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the timing of your execution of a release of claims, directly or indirectly, result in you designating the calendar year of payment, and if a payment that is subject to execution of a release of claims could be made in more than one taxable year, payment shall be made in the later taxable year.

f. The Company will pay your legal fees incurred in connection the negotiation of this Agreement up to $25,000 within 30 days of the date hereof.

[Signature Page Follows]

Teladoc Health, Inc.

By: /s/ Adam C. Vandervoort
Title: Chief Legal Officer
Date: September 29, 2024

I HAVE READ THIS LETTER AGREEMENT AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS LETTER AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF WHAT IT MEANS.

Michael Waters

/s/ Michael Waters

Date: September 27, 2024

[Signature Page to Separation Agreement]

APPENDIX A

GENERAL RELEASE

I, Michael Waters, in consideration of and subject to the performance by Teladoc Health, Inc. (the “Company”), of its obligations under the Letter Agreement, by and between me and the Company, dated as of September 27, 2024 (as amended from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below, subject to Section 7 of the Agreement. I understand that, in consideration thereof, the Company does hereby release and forever discharge, as of the date hereof, me from any and all claims arising out of, or in connection with, my employment with, or separation from, the Company; provided, however, that nothing in the foregoing shall release me from any claim arising from my violation of the Agreement.

1. I understand that any payments or benefits paid to me under the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. Such payment or benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company. I also acknowledge and represent that, subject to the Company’s compliance with the provisions of Sections 2, 3, 4, 13 and 14 of the Agreement, I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

2. Except as provided in paragraphs 4 and 12 below and except for the provisions of the Agreement which expressly survive during and following the termination of my employment with the Company, I knowingly and voluntarily (for myself, my spouse, and my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counterclaims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns may have, which arise out of or are connected with my employment with, or my separation or termination from the Company (including any allegation, claim or violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (the “ADEA”); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local

A-1

counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”); provided, however, that nothing in this General Release releases or waives (i) any right or claim I may have to indemnification, advancement of expenses or insurance coverage under the Indemnification Agreement, the bylaws, articles of incorporation, other corporate governance documents or insurance policies of the Company, or applicable law; (ii) any right or claim I may have to vested employee benefits under the terms and conditions of any Company plan; (iii) any claim or rights arising under the Agreement; or (iv) any claims that arise after the date I sign this General Release.

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the ADEA which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement will not serve as the basis for any claim or action (including any claim under the ADEA).

5. I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever, including reinstatement, back pay, front pay, attorneys’ fees (except as set forth in the Agreement) and any form of injunctive relief. Notwithstanding the foregoing, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding.

6. In signing this General Release, I acknowledge and intend that it will be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release will be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, this General Release will serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this

A-2

General Release. I also agree to hold each of the Released Parties harmless from and to indemnify each of the Released Parties against, any and all damages, including attorneys’ fees and expenses that any of them may suffer on account of any breach of any representation or warranty I make hereunder.

7. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it. Nevertheless, I hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.

8. Both parties agree that neither the execution of this General Release, nor the furnishing of the consideration for this General Release, will be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

9. I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release other than the validity of the ADEA release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement. For the avoidance of doubt, nothing in this paragraph 9 will prohibit me from enforcing my rights under the Agreement.

10. I agree to reasonably cooperate (with due regard to my personal and professional commitments) with the Company upon the written request of the Board of Directors and/or Chief Executive Officer of the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party, in each case in accordance with the Agreement, and the Company will reimburse me for any reasonable expenses approved by the Company incurred as a result of such internal investigation, proceeding or dispute, and will comply with the terms of the Indemnification Agreement.

11. Notwithstanding anything in this General Release to the contrary, this General Release will not relinquish, diminish or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, including, without limitation, of the Agreement.

12. Whenever possible, each provision of this General Release will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and this General Release will

A-3

be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(a) I HAVE READ IT CAREFULLY;

(b) I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING RIGHTS UNDER THE ADEA; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963; THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (NOT INCLUDING SUCH RIGHTS AS MAY BE ENFORCEABLE PURSUANT TO MY PARTICIPATION IN A 401(K) PLAN SPONSORED BY THE COMPANY);

(d) I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT, AND I HAVE DONE SO;

(e) I HAVE BEEN GIVEN ALL TIME PERIODS REQUIRED BY LAW TO CONSIDER THIS GENERAL RELEASE, INCLUDING THE 21-DAY PERIOD REQUIRED BY THE ADEA. I UNDERSTAND THAT I MAY EXECUTE THIS GENERAL RELEASE LESS THAN 21 DAYS FROM ITS RECEIPT FROM THE COMPANY, BUT AGREE THAT SUCH EXECUTION WILL REPRESENT MY KNOWING WAIVER OF SUCH 21-DAY CONSIDERATION PERIOD;

(f) I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT AND THAT THIS GENERAL RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(g) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(h) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

[Signature Page Follows]

A-4

As evidenced by the signatures below, Michael Waters and the individual executing this General Release for the Company each certify that he or she has read this General Release and understands and agrees to all of its terms.

By: /s/ Michael Waters
Michael Waters

September 27, 2024
Date

Teladoc Health, Inc.

By: /s/ Adam C. Vandervoort
Name: Adam C. Vandervoort
Title: Chief Legal Officer

September 29, 2024
Date

[Signature Page to General Release]

APPENDIX B

REAFFIRMATION PAGE

I, Michael Waters, have confirmed my understanding and agreement to the commitments set forth in the Letter Agreement, by and between me and Teladoc Health, Inc. (the “Company”), dated as of September 27, 2024 (as amended from time to time, the “Agreement”) as of the date of my execution. This page represents my reaffirmation of the commitments set forth in the Agreement and the General Release attached thereto as Appendix A (the “General Release”) as of the date hereof, and I hereby agree that the general release of claims pursuant to General Release will be extended to cover any act, omission or occurrence occurring up to and including the date hereof.

I ratify and reaffirm the commitments set forth in the Agreement:

Michael Waters

Date

The Company hereby confirms its understanding and agreement to the commitments set forth in the Agreement as of the date of execution by the Company below. This page represents the Company’s reaffirmation of its commitments set forth in the Agreement and the General Release as of the date hereof, and the Company hereby agrees that the general release of claims pursuant to the General Release will be extended to cover any act, omission or occurrence occurring up to and including the date hereof.

The Company hereby ratifies and reaffirm the commitments set forth in the Agreement:

Teladoc Health, Inc.

By: ________________________________

Name: __________________________

Title:

Date: ___________________________

B-1

Schedule I

Equity Awards Eligible for Vesting Within Nine Months Following the Separation Date

Equity Grant

Grant

Date

Vesting Schedule

Number of Shares Eligible for Vesting in 9 months

Vesting and Settlement Date

2022 Initial Hire RSUs

08/01/2022

Vested 1/3 in August 2023, then quarterly through August 2025

33,960

Promptly Following Separation Date

2023 RSUs

03/03/2023

Vested 1/3 in March 2024, then quarterly through March 2026

18,602

Promptly Following Separation Date

2023 PSUs

(2023 AEBITDA)

03/03/2023

Vesting 1/3 in March 2024 (based on 2023 performance), then quarterly through March 2026

6,339

Promptly Following Separation Date

2023 PSUs

(2024 Revenue)*

03/03/2023

Vesting 2/3 in March 2025 (subject to 2024 performance), then quarterly through March 2026

24,801 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)

2024 RSUs

03/19/2024

Vesting 1/3 in March 2025, then quarterly through March 2027

43,748

Promptly Following Separation Date

2024 PSUs
(2024 AEBITDA)*

03/19/2024

Vesting 1/3 in March 2025 (subject to 2024 performance), then quarterly through March 2027

17,498 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)

2024 PSUs
(2024 FCF)*

03/19/2024

Vesting 1/3 in March 2025 (subject to 2024 performance), then quarterly through March 2027

4,374 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)

*Vesting and determination of amount of shares that would have vested within 9 months remains subject to achievement of Company performance targets through the end of 2024.

Exhibit 31.1

Certification

I, Charles Divita, III, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Teladoc Health, Inc. (the “registrant”) for the period ended September 30, 2024;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 31, 2024

/s/ CHARLES DIVITA, III
Charles Divita, III
Chief Executive Officer

Exhibit 31.2

Certification

I, Mala Murthy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Teladoc Health, Inc. (the “registrant”) for the period ended September 30, 2024;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 31, 2024

/s/ MALA MURTHY
Mala Murthy
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Teladoc Health, Inc. (the “Company”) for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Divita, III, Chief Executive Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: October 31, 2024

/s/ CHARLES DIVITA, III
Charles Divita, III
Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Teladoc Health, Inc. (the “Company”) for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mala Murthy, Chief Financial Officer of the Company, certify, to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: October 31, 2024

/s/ MALA MURTHY
Mala Murthy
Chief Financial Officer

COVER PAGE - shares	9 Months Ended
COVER PAGE - shares	Sep. 30, 2024	Oct. 24, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-37477
Entity Registrant Name	TELADOC HEALTH, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3705970
Entity Address, Address Line One	2 Manhattanville Road
Entity Address, Address Line Two	Suite 203
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	203
Local Phone Number	635-2002
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TDOC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		172,166,723
Entity Central Index Key	0001477449
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,243,866	$ 1,123,675
Accounts receivable, net of allowance for doubtful accounts of $4,318 and $4,240 at September 30, 2024 and December 31, 2023, respectively	212,039	217,423
Inventories	36,993	29,513
Prepaid expenses and other current assets	115,738	118,437
Total current assets	1,608,636	1,489,048
Property and equipment, net	28,030	32,032
Goodwill	283,190	1,073,190
Intangible assets, net	1,496,698	1,677,781
Operating lease—right-of-use assets	34,115	40,060
Other assets	77,912	80,258
Total assets	3,528,581	4,392,369
Current liabilities:
Accounts payable	37,801	43,637
Accrued expenses and other current liabilities	188,095	178,634
Accrued compensation	66,437	102,686
Deferred revenue—current	88,325	95,659
Convertible senior notes, net—current	550,723	0
Total current liabilities	931,381	420,616
Other liabilities	736	1,080
Operating lease liabilities, net of current portion	36,896	42,837
Deferred revenue, net of current portion	10,469	13,623
Deferred taxes, net	50,846	49,452
Convertible senior notes, net—non-current	990,551	1,538,688
Total liabilities	2,020,879	2,066,296
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.001 par value; 300,000,000 shares authorized; 171,944,014 shares and 166,658,253 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	172	167
Additional paid-in capital	17,726,127	17,591,551
Accumulated deficit	(16,181,491)	(15,228,655)
Accumulated other comprehensive loss	(37,106)	(36,990)
Total stockholders’ equity	1,507,702	2,326,073
Total liabilities and stockholders’ equity	$ 3,528,581	$ 4,392,369

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for accounts receivable	$ 4,318	$ 4,240
Common stock par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	171,944,014	166,658,253
Common stock, outstanding (in shares)	171,944,014	166,658,253

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 640,508	$ 660,238	$ 1,929,083	$ 1,941,888
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)	179,745	185,960	562,342	566,607
Advertising and marketing	177,462	186,152	531,061	541,698
Sales	47,465	52,309	152,267	160,329
Technology and development	72,383	84,289	230,522	258,583
General and administrative	114,245	115,716	335,494	355,702
Goodwill impairment	0	0	790,000	0
Acquisition, integration, and transformation costs	457	5,824	1,287	16,848
Restructuring costs	3,580	411	14,753	16,043
Amortization of intangible assets	86,906	91,834	276,825	231,205
Depreciation of property and equipment	2,666	2,468	7,203	8,345
Total costs and expenses	684,909	724,963	2,901,754	2,155,360
Loss from operations	(44,401)	(64,725)	(972,671)	(213,472)
Interest income	(15,326)	(12,606)	(42,840)	(33,075)
Interest expense	5,660	5,646	16,957	16,744
Other (income) expense, net	(2,239)	1,792	(1,306)	(2,908)
Loss before provision for income taxes	(32,496)	(59,557)	(945,482)	(194,233)
Provision for income taxes	780	(2,484)	7,354	(2,755)
Net loss	(33,276)	(57,073)	(952,836)	(191,478)
Other comprehensive loss, net of tax:
Currency translation adjustment	1,860	(2,740)	(116)	1,256
Comprehensive loss	$ (31,416)	$ (59,813)	$ (952,952)	$ (190,222)
Net loss per share, basic (in dollars per share)	$ (0.19)	$ (0.35)	$ (5.61)	$ (1.17)
Net loss per share, diluted (in dollars per share)	$ (0.19)	$ (0.35)	$ (5.61)	$ (1.17)
Weighted-average shares used to compute basic net loss per share (in shares)	171,496,282	165,119,379	169,824,993	164,079,194
Weighted-average shares used to compute diluted net loss per share (in shares)	171,496,282	165,119,379	169,824,993	164,079,194

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Gain (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance as of beginning of the period (in shares)		162,840,360
Balance as of beginning of the period at Dec. 31, 2022	$ 2,307,745	$ 163	$ 17,358,645	$ (15,008,287)	$ (42,776)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, net (in shares)		171,888
Exercise of stock options	1,423		1,423
Issuance of common stock upon vesting of restricted stock units (in shares)		2,273,321
Issuance of common stock upon vesting of restricted stock units	0	$ 3	(3)
Issuance of stock under employee stock purchase plan (in shares)		271,736
Issuance of stock under employee stock purchase plan	5,790		5,790
Stock-based compensation	169,314		169,314
Other comprehensive income (loss), net of tax	1,256				1,256
Net loss	(191,478)			(191,478)
Balance as of end of the period (in shares) at Sep. 30, 2023		165,557,305
Balance as of end of the period at Sep. 30, 2023	2,294,050	$ 166	17,535,169	(15,199,765)	(41,520)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance as of beginning of the period (in shares)		164,877,180
Balance as of beginning of the period at Jun. 30, 2023	2,295,144	$ 165	17,476,451	(15,142,692)	(38,780)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, net (in shares)		93,855
Exercise of stock options	746		746
Issuance of common stock upon vesting of restricted stock units (in shares)		586,270
Issuance of common stock upon vesting of restricted stock units	0	$ 1	(1)
Issuance of stock under employee stock purchase plan	0
Stock-based compensation	57,973		57,973
Other comprehensive income (loss), net of tax	(2,740)				(2,740)
Net loss	(57,073)			(57,073)
Balance as of end of the period (in shares) at Sep. 30, 2023		165,557,305
Balance as of end of the period at Sep. 30, 2023	$ 2,294,050	$ 166	17,535,169	(15,199,765)	(41,520)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance as of beginning of the period (in shares)		165,557,305
Balance as of beginning of the period (in shares)	166,658,253	166,658,253
Balance as of beginning of the period at Dec. 31, 2023	$ 2,326,073	$ 167	17,591,551	(15,228,655)	(36,990)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, net (in shares)	253,146	253,146
Exercise of stock options	$ 2,711		2,711
Issuance of common stock upon vesting of restricted stock units (in shares)		4,728,547
Issuance of common stock upon vesting of restricted stock units	0	$ 5	(5)
Issuance of stock under employee stock purchase plan (in shares)		304,068
Issuance of stock under employee stock purchase plan	3,153		3,153
Stock-based compensation	128,717		128,717
Other comprehensive income (loss), net of tax	(116)				(116)
Net loss	$ (952,836)			(952,836)
Balance as of end of the period (in shares) at Sep. 30, 2024	171,944,014	171,944,014
Balance as of end of the period at Sep. 30, 2024	$ 1,507,702	$ 172	17,726,127	(16,181,491)	(37,106)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance as of beginning of the period (in shares)		171,124,883
Balance as of beginning of the period at Jun. 30, 2024	1,502,086	$ 171	17,689,096	(16,148,215)	(38,966)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options, net (in shares)		6,133
Exercise of stock options	34		34
Issuance of common stock upon vesting of restricted stock units (in shares)		812,998
Issuance of common stock upon vesting of restricted stock units	0	$ 1	(1)
Issuance of stock under employee stock purchase plan	0
Stock-based compensation	36,998		36,998
Other comprehensive income (loss), net of tax	1,860				1,860
Net loss	$ (33,276)			(33,276)
Balance as of end of the period (in shares) at Sep. 30, 2024	171,944,014	171,944,014
Balance as of end of the period at Sep. 30, 2024	$ 1,507,702	$ 172	$ 17,726,127	$ (16,181,491)	$ (37,106)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance as of beginning of the period (in shares)	171,944,014	171,944,014

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (952,836)	$ (191,478)
Adjustments to reconcile net loss to net cash flows from operating activities:
Goodwill impairment	790,000	0
Amortization of intangible assets	276,825	231,205
Depreciation of property and equipment	7,203	8,345
Amortization of right-of-use assets	7,144	8,325
Provision for allowances for doubtful accounts	2,199	4,935
Stock-based compensation	118,479	154,727
Deferred income taxes	611	(6,658)
Other, net	5,212	9,761
Changes in operating assets and liabilities:
Accounts receivable	3,675	(696)
Prepaid expenses and other current assets	2,849	14,070
Inventory	(8,328)	18,246
Other assets	1,439	(18,362)
Accounts payable	(5,851)	(21,670)
Accrued expenses and other current liabilities	13,980	17,075
Accrued compensation	(35,943)	433
Deferred revenue	(10,456)	(1,261)
Operating lease liabilities	(8,088)	(7,133)
Other liabilities	(336)	75
Net cash provided by operating activities	207,778	219,939
Cash flows from investing activities:
Capital expenditures	(4,658)	(10,060)
Capitalized software development costs	(89,750)	(109,781)
Net cash used in investing activities	(94,408)	(119,841)
Cash flows from financing activities:
Net proceeds from the exercise of stock options	2,711	1,423
Proceeds from employee stock purchase plan	3,721	8,597
Cash received for withholding taxes on stock-based compensation, net	(176)	2,609
Other, net	(2)	0
Net cash provided by financing activities	6,254	12,629
Net increase in cash and cash equivalents	119,624	112,727
Effect of foreign currency exchange rate changes	567	(382)
Cash and cash equivalents at beginning of the period	1,123,675	918,182
Cash and cash equivalents at end of the period	1,243,866	1,030,527
Cash paid for income taxes, net	7,234	6,317
Interest paid	8,662	8,687
Supplemental disclosure of non-cash investing activities
Accruals related to Property and equipment, net and Intangible assets, net	$ 3,706	$ 10,050

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in whole person virtual care, forging a new healthcare experience with better convenience, outcomes, and value. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience. The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. The Company’s principal executive office is located in Purchase, New York.

Basis of Presentation and Principles of Consolidation	9 Months Ended
Basis of Presentation and Principles of Consolidation	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2024 and 2023, 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, 2023 (the “2023 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., (“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 the activities that most significantly affect the THMG Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association. Total revenue and net loss for the VIE were $65.6 million and $0.0 million and $56.1 million and $0.0 million for the three months ended September 30, 2024 and 2023, respectively. Total revenue and net loss for the VIE were $199.7 million and $0.0 million and $176.6 million and $0.0 million for the nine months ended September 30, 2024 and 2023, respectively. The VIE’s total assets, all of which were current, were $23.2 million and $20.6 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total liabilities, all of which were current, were $71.8 million and $69.2 million at September 30, 2024 and December 31, 2023, respectively. The VIE’s total stockholders’ deficit was $48.6 million at each of September 30, 2024 and December 31, 2023. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, 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 Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation." Fair Value Measurements The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. 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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. As the guidance is a change to disclosures only, ASU 2023-07 will impact the "Segments" note within the Company's quarterly and annual financial statements but will not have an impact in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its financial disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures. In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements.

Revenue, Deferred Revenue, and Deferred Device and Contract Costs

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue, Deferred Revenue, and Deferred Device and Contract Costs

The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue by Type
Access fees	$	555,275	$	582,070	$	1,672,097	$	1,708,601
Other	85,233		78,168		256,986		233,287
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Revenue by Geography
U.S. Revenue	$	536,161	$	569,322	$	1,624,563	$	1,672,770
International Revenue	104,347		90,916		304,520		269,118
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Deferred Revenue

The following table summarizes deferred revenue activities for the periods presented (in thousands):


	Nine Months Ended September 30,
	2024		2023
Beginning balance	$	109,282	$	113,786
Cash collected	68,858		87,155
Revenue recognized	(79,346)		(88,597)
Ending balance	$	98,794	$	112,344

Deferred Device and Contract Costs

Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Deferred device and contract costs, current	$	34,781	$	32,703
Deferred device and contract costs, non-current	17,414		17,573
Total deferred device and contract costs	$	52,195	$	50,276

Deferred device and contract costs were as follows (in thousands):


	Deferred Device and Contract Costs
Beginning balance as of December 31, 2023	$	50,276
Additions	28,516
Cost of revenue recognized	(26,597)
Ending balance as of September 30, 2024	$	52,195

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Raw materials and purchased parts	$	9,122	$	9,338
Work in process	804		299
Finished goods	27,067		19,876
Total inventories	$	36,993	$	29,513

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Prepaid expenses	$	68,471	$	65,651
Deferred device and contract costs, current	34,781		32,703
Other receivables	11,503		12,640
Other current assets	983		7,443
Total prepaid expenses and other current assets	$	115,738	$	118,437

Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill consisted of the following (in thousands):


	Teladoc Health Integrated Care		BetterHelp		Total
Balance as of December 31, 2023	$	—	$	1,073,190	$	1,073,190
Impairment	—		(790,000)		(790,000)
Balance as of September 30, 2024	$	—	$	283,190	$	283,190

Intangible Assets, Net and Certain Cloud Computing Costs

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net and Certain Cloud Computing Costs

Intangible assets, net consisted of the following (in thousands, except years):


	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life (Years)
September 30, 2024
Client relationships	2 to 20 years	$	1,462,287	$	(469,777)	$	992,510	11.8
Trademarks	2 to 15 years	325,677		(252,325)		73,352		6.1
Software	3 to 5 years	551,866		(259,623)		292,243		2.2
Acquired technology	4 to 7 years	341,850		(203,257)		138,593		3.0
Intangible assets, net		$	2,681,680	$	(1,184,982)	$	1,496,698	8.8
December 31, 2023
Client relationships	2 to 20 years	$	1,460,857	$	(391,196)	$	1,069,661	12.5
Trademarks	2 to 15 years	325,479		(189,330)		136,149		6.9
Software	3 to 5 years	456,583		(161,108)		295,475		2.5
Acquired technology	4 to 7 years	341,814		(165,318)		176,496		3.7
Intangible assets, net		$	2,584,733	$	(906,952)	$	1,677,781	9.3

The following table presents the Company's amortization of intangible assets expense by component (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization of acquired intangibles	$	51,089	$	69,189	$	179,372	$	172,210
Amortization of capitalized software development costs	35,817		22,645		97,453		58,995
Amortization of intangible assets expense	$	86,906	$	91,834	$	276,825	$	231,205

Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of September 30, 2024 was as follows (in thousands):


Years Ending December 31,
2024	$	91,312
2025	306,508
2026	248,779
2027	175,334
2028 and thereafter	674,765
	$	1,496,698

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Marketing and advertising	$	38,826	$	34,427
Client performance guarantees and accrued rebates	33,835		36,934
Franchise, sales and other taxes	18,492		12,933
Consulting fees/provider fees	15,943		16,416
Operating lease liabilities—current	10,708		10,752
Professional fees	9,832		9,910
Information technology	9,292		7,605
Insurance	7,278		5,777
Interest payable	5,813		1,481
Lease abandonment obligation—current	3,272		3,800
Staff augmentation	2,595		4,287
Other	32,209		34,312
Total	$	188,095	$	178,634

Convertible Senior Notes

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Convertible Senior Notes

Outstanding Convertible Senior Notes

The following table presents certain terms of the Notes that were outstanding as of September 30, 2024:


	2027 Notes			2025 Notes			Livongo Notes
Principal Amount Outstanding as of September 30, 2024 (in millions)	$	1,000.0		$	0.7		$	550.0
Interest Rate Per Year	1.25		%	1.375		%	0.875		%
Fair Value as of September 30, 2024 (in millions) (1)	$	862.0		$	0.6		$	529.7
Fair Value as of December 31, 2023 (in millions) (1)	$	822.0		$	0.3		$	513.7
Maturity Date	June 1, 2027			May 15, 2025			June 1, 2025
Optional Redemption Date	June 5, 2024			May 22, 2022			June 5, 2023
Conversion Date	December 1, 2026			November 15, 2024			March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of September 30, 2024	4.1258			18.6621			13.9400
Remaining Contractual Life as of September 30, 2024	2.7 years			0.6 years			0.7 years

•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.

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 net carrying values of the Notes consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
2025 Notes
Principal	$	725	$	725
Less: Debt discount, net (1)	(2)		(4)
Net carrying amount	723		721

Livongo Notes
Principal	550,000		550,000
Less: Debt discount, net (1)	—		—
Net carrying amount	550,000		550,000

2027 Notes
Principal	1,000,000		1,000,000
Less: Debt discount, net (1)	(9,449)		(12,033)
Net carrying amount	990,551		987,967

Total net carrying amount	$	1,541,274	$	1,538,688

Convertible senior notes, net—current	$	550,723	$	—
Convertible senior notes, net—non-current	990,551		1,538,688
Total net carrying amount	$	1,541,274	$	1,538,688

The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
2025 Notes	2024			2023			2024			2023
Contractual interest expense	$	2		$	2		$	7		$	7
Amortization of debt discount	0			1			2			2
Total	$	2		$	3		$	9		$	9
Effective interest rate	1.8		%	1.8		%	1.8		%	1.8		%

	Three Months Ended September 30,						Nine Months Ended September 30,
Livongo Notes	2024			2023			2024			2023
Contractual interest expense	$	1,203		$	1,203		$	3,609		$	3,609
Amortization of debt discount	—			—			—			—
Total	$	1,203		$	1,203		$	3,609		$	3,609
Effective interest rate	0.9		%	0.9		%	0.9		%	0.9		%

	Three Months Ended September 30,						Nine Months Ended September 30,
2027 Notes	2024			2023			2024			2023
Contractual interest expense	$	3,125		$	3,125		$	9,375		$	9,375
Amortization of debt discount	865			851			2,584			2,542
Total	$	3,990		$	3,976		$	11,959		$	11,917
Effective interest rate	1.6		%	1.6		%	1.6		%	1.6		%

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

Operating Leases


Operating Leases:	As of September 30, 2024
2024	$	3,464
2025	12,766
2026	11,580
2027	8,474
2028	6,319
2029 and thereafter	13,451
Total future minimum payments	56,054
Less: imputed interest	(8,450)
Present value of lease liabilities	$	47,604

Accrued expenses and other current liabilities	$	10,708
Operating lease liabilities, net of current portion	$	36,896

Restructuring

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

$4.9 million of right-of-use asset impairment charges.


	Restructuring Plan
	Severance		Lease Termination		Other (1)		Total
Accrued Balance, December 31, 2023	$	—	$	3,800	$	—	$	3,800
Additional expenses	10,656		299		2,837		13,792
Cash payments	(9,179)		(827)		(2,837)		(12,843)
Accrued Balance, September 30, 2024	$	1,477	$	3,272	$	—	$	4,749

(1)Reflects amounts associated with other restructuring related costs.

Common Stock and Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Common Stock and Stockholders' Equity

Common Stock and Stockholders’ Equity

Stock Plans

CEO New Hire Awards

Stock Options

Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years):


	Number of Shares Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Balance at December 31, 2023	4,182,187	$	27.37	5.26	$	13,732
Stock option grants	32,477	$	20.66	N/A
Stock options exercised	(253,146)	$	10.71	N/A	$	694
Stock options forfeited	(1,006,976)	$	31.93	N/A
Balance at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Vested or expected to vest at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Exercisable at September 30, 2024	2,493,425	$	27.06	2.95	$	1,951

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 volatility of the Company’s stock over a period equivalent to the expected term of the stock option grants.

Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options.

Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, it used an expected dividend yield of zero.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share:


	Nine Months Ended September 30,
	2024	2023
Volatility	67.86% - 67.94%	65.58% - 68.22%
Expected term (in years)	4.3	4.3
Risk-free interest rate	3.85% - 3.90%	3.68% - 4.34%
Dividend yield	0%	0%
Weighted-average fair value of underlying stock options	$11.55	$13.42

Restricted Stock Units

RSU activity under the Plans was as follows:


	RSUs	Weighted-Average Grant Date Fair Value Per RSU
Balance at December 31, 2023	9,452,412	$	34.70
Granted	5,362,335	$	14.37
Vested and issued	(4,482,291)	$	38.27
Forfeited	(2,132,247)	$	26.05
Balance at September 30, 2024	8,200,209	$	21.71
Vested and unissued at September 30, 2024	72,620	$	42.69
Non-vested at September 30, 2024	8,127,589	$	21.52

The total grant-date fair value of RSUs granted during the three months ended September 30, 2024 and 2023, was

Performance Stock Units

PSU activity under the Plans was as follows:


	Shares	Weighted-Average Grant Date Fair Value Per PSU
Balance at December 31, 2023	1,452,387	$	36.82
Granted (1)	2,102,495	$	13.56
Vested and issued	(246,256)	$	47.63
Forfeited	(863,852)	$	20.78
Performance adjustment (2)	(246,495)
Balance at September 30, 2024	2,198,279	$	19.25
Vested and unissued at September 30, 2024	—	$	—
Non-vested at September 30, 2024	2,198,279	$	19.25

(1)Granted excludes 0.2 million target shares for which the performance criteria has not been established as of September 30, 2024.

(2)Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% of the target award.

Employee Stock Purchase Plan

Total compensation costs for stock-based awards were recorded as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)	$	1,075	$	1,464	$	3,782	$	4,060
Advertising and marketing	3,856		4,399		11,023		11,527
Sales	5,204		9,110		20,124		27,055
Technology and development	8,152		14,566		27,134		42,984
General and administrative	15,760		23,406		56,416		69,082
Total stock-based compensation expense	34,047		52,945		118,479		154,708
Capitalized stock-based compensation	2,951		5,028		10,238		14,606
Total stock-based compensation	$	36,998	$	57,973	$	128,717	$	169,314

Provision for Income Taxes	9 Months Ended
Provision for Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Provision for Income Taxes	Provision for Income Taxes The Company recorded income tax expense of $0.8 million and $7.4 million for the three and nine months ended September 30, 2024, respectively. The tax expenses recorded were the result of state tax law changes and the tax shortfall associated with the stock-based compensation awards that vested in the year. The Company recorded income tax benefits of $2.5 million and $2.8 million for the three and nine months ended September 30, 2023, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which are presented in Note 9. Convertible Senior Notes, and its long-term operating leases, which are presented in Note 10. Leases. 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 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, which was consolidated with the Schneider case in the Southern District court under the caption In re Teladoc Health, Inc. Securities Litigation. The lead plaintiff subsequently filed amended complaints that expanded the alleged class period to February 11, 2021 to July 27, 2022. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint, and on September 24, 2024 the United States Court of Appeals for the Second Circuit affirmed in part, and vacated in part, the Southern District court's dismissal and remanded for further proceedings. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuit vigorously. On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et.al.) was filed in the 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. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuit vigorously. On July 30, 2020, the Company’s subsidiary BetterHelp, Inc. (“BetterHelp”) received a Civil Investigative Demand from the U.S. Federal Trade Commission (“FTC”) as part of its non-public investigation to determine whether BetterHelp engaged in unfair business practices in violation of the Federal Trade Commission Act. In March 2023, BetterHelp and the FTC entered into a tentative settlement of all claims arising from the FTC’s investigation and agreed to a consent order that required the Company to make a $7.8 million payment to the FTC. The settlement, including the consent order, received final approval from the FTC on July 14, 2023. There have been multiple putative class-action litigations filed against BetterHelp in connection with the above-referenced FTC settlement and consent order. The actions have been filed in California federal and state courts and in Canada. 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 it has substantial defenses, and the Company intends to defend the lawsuits vigorously. On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously. On May 17, 2024, a purported securities class action complaint (Stary v. Teladoc Health, Inc., et. al.) was filed in the United States District Court for the Southern District of New York against the Company and certain of the Company’s current and former 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 November 2, 2022 through February 20, 2024. The complaint asserts 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 July 15, 2024, a duplicative purported securities class action complaint (Waits 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 Waits were substantially similar to those in Stary. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuits vigorously. On June 18, 2024, a verified shareholder derivative complaint (Roy v. Gorevic, 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 current and former officers and directors. The complaint asserts violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control in connection with factual assertions similar to those in the purported securities class action complaint described in the preceding paragraph. 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 October 4, 2024 the parties agreed, and the Court ordered, to stay all proceedings until any motion to dismiss filed in the purported securities class action complaint described above is granted with prejudice and any appeals therefrom are resolved, or any defendant files an answer in the purported securities class action complaint described above. On October 1, 2024, a duplicative verified stockholder derivative complaint (Brigman v. Daniel, et. al) was filed in the United States District Court for the Southern District of New York. The claims and parties in Brigman are substantially similar to those in Roy, and also alleges insider trading violations against certain defendants. The Company believes that it has substantial defenses, and the Company and its named officers and directors intend to defend the lawsuits vigorously.

Segments

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segments

The following table presents revenues by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	383,666	$	374,416	$	1,138,198	$	1,084,438
BetterHelp	256,842		285,822		790,885		857,450
Total Consolidated Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

The following table presents Adjusted EBITDA by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total Consolidated Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total consolidated Adjusted EBITDA	83,255		88,757		235,876		213,677
Less adjustments to reconcile to GAAP net loss
Stock-based compensation	34,047		52,945		118,479		154,708
Goodwill impairment	—		—		790,000		—
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Restructuring costs	3,580		411		14,753		16,043
Amortization of intangible assets	86,906		91,834		276,825		231,205
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Interest expense	5,660		5,646		16,957		16,744
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Loss before provision for income taxes	(32,496)		(59,557)		(945,482)		(194,233)
Provision for income taxes	780		(2,484)		7,354		(2,755)
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)

Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):


	As of September 30, 2024		As of December 31, 2023
United States	$	24,458	$	28,096
International	3,572		3,936
Total long-lived assets	$	28,030	$	32,032

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (33,276)	$ (57,073)	$ (952,836)	$ (191,478)

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Michael Waters [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On September 13, 2024, Michael Waters, our Chief Operating Officer, adopted a Rule 10b5-1 trading plan that provides for the sale of up to 105,703 shares of our common stock through December 2025.
Name	Michael Waters
Title	Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	On September 13, 2024
Expiration Date	December 2025
Arrangement Duration	444 days
Aggregate Available	105,703	105,703

Basis of Presentation and Principles of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2024 and 2023, 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, 2023 (the “2023 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., (“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.
Principles of Consolidation	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 the activities that most significantly affect the THMG Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements. Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, 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 Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting policies in the 2023 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation."
Fair Value Measurements	Fair Value Measurements The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. 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.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting (Topic 280)—Improvements to Report Segment Disclosures” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses so that investors can better understand an entity’s overall performance. The amendments are effective for annual reporting periods beginning after December 15, 2023, and interim periods, beginning after December 15, 2024, with early adoption permitted. The provisions of ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. As the guidance is a change to disclosures only, ASU 2023-07 will impact the "Segments" note within the Company's quarterly and annual financial statements but will not have an impact in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2023-07 on its financial disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its financial disclosures. In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 "The Enhancement and Standardization of Climate-Related Disclosures for Investors" to improve the consistency, comparability, and reliability of disclosures on the financial effects of climate-related risks on a registrant's operations and how it manages these risks. The compliance date for this release was scheduled to be fiscal year 2025 for large accelerated filers. On April 4, 2024, the SEC voluntarily stayed implementation of this new rule pending judicial review. The Company is currently analyzing the impact that the new climate-related rules will have on its consolidated financial statements.

Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source and also by geography (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue by Type
Access fees	$	555,275	$	582,070	$	1,672,097	$	1,708,601
Other	85,233		78,168		256,986		233,287
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Revenue by Geography
U.S. Revenue	$	536,161	$	569,322	$	1,624,563	$	1,672,770
International Revenue	104,347		90,916		304,520		269,118
Total Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

Schedule of Deferred Revenue Activities

The following table summarizes deferred revenue activities for the periods presented (in thousands):


	Nine Months Ended September 30,
	2024		2023
Beginning balance	$	109,282	$	113,786
Cash collected	68,858		87,155
Revenue recognized	(79,346)		(88,597)
Ending balance	$	98,794	$	112,344

Schedule of Deferred Device and Contract Costs

Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Deferred device and contract costs, current	$	34,781	$	32,703
Deferred device and contract costs, non-current	17,414		17,573
Total deferred device and contract costs	$	52,195	$	50,276

Deferred device and contract costs were as follows (in thousands):


	Deferred Device and Contract Costs
Beginning balance as of December 31, 2023	$	50,276
Additions	28,516
Cost of revenue recognized	(26,597)
Ending balance as of September 30, 2024	$	52,195

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Raw materials and purchased parts	$	9,122	$	9,338
Work in process	804		299
Finished goods	27,067		19,876
Total inventories	$	36,993	$	29,513

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Prepaid expenses	$	68,471	$	65,651
Deferred device and contract costs, current	34,781		32,703
Other receivables	11,503		12,640
Other current assets	983		7,443
Total prepaid expenses and other current assets	$	115,738	$	118,437

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Goodwill

Goodwill consisted of the following (in thousands):


	Teladoc Health Integrated Care		BetterHelp		Total
Balance as of December 31, 2023	$	—	$	1,073,190	$	1,073,190
Impairment	—		(790,000)		(790,000)
Balance as of September 30, 2024	$	—	$	283,190	$	283,190

Intangible Assets, Net and Certain Cloud Computing Costs (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands, except years):


	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life (Years)
September 30, 2024
Client relationships	2 to 20 years	$	1,462,287	$	(469,777)	$	992,510	11.8
Trademarks	2 to 15 years	325,677		(252,325)		73,352		6.1
Software	3 to 5 years	551,866		(259,623)		292,243		2.2
Acquired technology	4 to 7 years	341,850		(203,257)		138,593		3.0
Intangible assets, net		$	2,681,680	$	(1,184,982)	$	1,496,698	8.8
December 31, 2023
Client relationships	2 to 20 years	$	1,460,857	$	(391,196)	$	1,069,661	12.5
Trademarks	2 to 15 years	325,479		(189,330)		136,149		6.9
Software	3 to 5 years	456,583		(161,108)		295,475		2.5
Acquired technology	4 to 7 years	341,814		(165,318)		176,496		3.7
Intangible assets, net		$	2,584,733	$	(906,952)	$	1,677,781	9.3

Schedule of Amortization of Intangible Assets Expense by Components

The following table presents the Company's amortization of intangible assets expense by component (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization of acquired intangibles	$	51,089	$	69,189	$	179,372	$	172,210
Amortization of capitalized software development costs	35,817		22,645		97,453		58,995
Amortization of intangible assets expense	$	86,906	$	91,834	$	276,825	$	231,205

Schedule of Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets

Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of September 30, 2024 was as follows (in thousands):


Years Ending December 31,
2024	$	91,312
2025	306,508
2026	248,779
2027	175,334
2028 and thereafter	674,765
	$	1,496,698

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
Marketing and advertising	$	38,826	$	34,427
Client performance guarantees and accrued rebates	33,835		36,934
Franchise, sales and other taxes	18,492		12,933
Consulting fees/provider fees	15,943		16,416
Operating lease liabilities—current	10,708		10,752
Professional fees	9,832		9,910
Information technology	9,292		7,605
Insurance	7,278		5,777
Interest payable	5,813		1,481
Lease abandonment obligation—current	3,272		3,800
Staff augmentation	2,595		4,287
Other	32,209		34,312
Total	$	188,095	$	178,634

Convertible Senior Notes (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Outstanding

The following table presents certain terms of the Notes that were outstanding as of September 30, 2024:


	2027 Notes			2025 Notes			Livongo Notes
Principal Amount Outstanding as of September 30, 2024 (in millions)	$	1,000.0		$	0.7		$	550.0
Interest Rate Per Year	1.25		%	1.375		%	0.875		%
Fair Value as of September 30, 2024 (in millions) (1)	$	862.0		$	0.6		$	529.7
Fair Value as of December 31, 2023 (in millions) (1)	$	822.0		$	0.3		$	513.7
Maturity Date	June 1, 2027			May 15, 2025			June 1, 2025
Optional Redemption Date	June 5, 2024			May 22, 2022			June 5, 2023
Conversion Date	December 1, 2026			November 15, 2024			March 1, 2025
Conversion Rate Per $1,000 Principal Amount as of September 30, 2024	4.1258			18.6621			13.9400
Remaining Contractual Life as of September 30, 2024	2.7 years			0.6 years			0.7 years

Schedule of Net Carrying Values of Debt

The net carrying values of the Notes consisted of the following (in thousands):


	As of September 30, 2024		As of December 31, 2023
2025 Notes
Principal	$	725	$	725
Less: Debt discount, net (1)	(2)		(4)
Net carrying amount	723		721

Livongo Notes
Principal	550,000		550,000
Less: Debt discount, net (1)	—		—
Net carrying amount	550,000		550,000

2027 Notes
Principal	1,000,000		1,000,000
Less: Debt discount, net (1)	(9,449)		(12,033)
Net carrying amount	990,551		987,967

Total net carrying amount	$	1,541,274	$	1,538,688

Convertible senior notes, net—current	$	550,723	$	—
Convertible senior notes, net—non-current	990,551		1,538,688
Total net carrying amount	$	1,541,274	$	1,538,688

Schedule of Total Interest Expense Recognized Related to Debt

The following table sets forth total interest expense recognized related to the Notes (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
2025 Notes	2024			2023			2024			2023
Contractual interest expense	$	2		$	2		$	7		$	7
Amortization of debt discount	0			1			2			2
Total	$	2		$	3		$	9		$	9
Effective interest rate	1.8		%	1.8		%	1.8		%	1.8		%

	Three Months Ended September 30,						Nine Months Ended September 30,
Livongo Notes	2024			2023			2024			2023
Contractual interest expense	$	1,203		$	1,203		$	3,609		$	3,609
Amortization of debt discount	—			—			—			—
Total	$	1,203		$	1,203		$	3,609		$	3,609
Effective interest rate	0.9		%	0.9		%	0.9		%	0.9		%

	Three Months Ended September 30,						Nine Months Ended September 30,
2027 Notes	2024			2023			2024			2023
Contractual interest expense	$	3,125		$	3,125		$	9,375		$	9,375
Amortization of debt discount	865			851			2,584			2,542
Total	$	3,990		$	3,976		$	11,959		$	11,917
Effective interest rate	1.6		%	1.6		%	1.6		%	1.6		%

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payments

The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):


Operating Leases:	As of September 30, 2024
2024	$	3,464
2025	12,766
2026	11,580
2027	8,474
2028	6,319
2029 and thereafter	13,451
Total future minimum payments	56,054
Less: imputed interest	(8,450)
Present value of lease liabilities	$	47,604

Accrued expenses and other current liabilities	$	10,708
Operating lease liabilities, net of current portion	$	36,896

Restructuring (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of Accrual and Charges Incurred Related to Restructuring


	Restructuring Plan
	Severance		Lease Termination		Other (1)		Total
Accrued Balance, December 31, 2023	$	—	$	3,800	$	—	$	3,800
Additional expenses	10,656		299		2,837		13,792
Cash payments	(9,179)		(827)		(2,837)		(12,843)
Accrued Balance, September 30, 2024	$	1,477	$	3,272	$	—	$	4,749

(1)Reflects amounts associated with other restructuring related costs.

Common Stock and Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

Stock option activity under the Plans was as follows (in thousands, except share and per share amounts and years):


	Number of Shares Outstanding	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Balance at December 31, 2023	4,182,187	$	27.37	5.26	$	13,732
Stock option grants	32,477	$	20.66	N/A
Stock options exercised	(253,146)	$	10.71	N/A	$	694
Stock options forfeited	(1,006,976)	$	31.93	N/A
Balance at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Vested or expected to vest at September 30, 2024	2,954,542	$	27.13	3.75	$	1,951
Exercisable at September 30, 2024	2,493,425	$	27.06	2.95	$	1,951

Schedule of Assumptions Used for Estimate of Fair Value of Options

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share:


	Nine Months Ended September 30,
	2024	2023
Volatility	67.86% - 67.94%	65.58% - 68.22%
Expected term (in years)	4.3	4.3
Risk-free interest rate	3.85% - 3.90%	3.68% - 4.34%
Dividend yield	0%	0%
Weighted-average fair value of underlying stock options	$11.55	$13.42

Schedule of Restricted Stock Units Activity

RSU activity under the Plans was as follows:


	RSUs	Weighted-Average Grant Date Fair Value Per RSU
Balance at December 31, 2023	9,452,412	$	34.70
Granted	5,362,335	$	14.37
Vested and issued	(4,482,291)	$	38.27
Forfeited	(2,132,247)	$	26.05
Balance at September 30, 2024	8,200,209	$	21.71
Vested and unissued at September 30, 2024	72,620	$	42.69
Non-vested at September 30, 2024	8,127,589	$	21.52

Schedule of Performance-Based Units Activity

PSU activity under the Plans was as follows:


	Shares	Weighted-Average Grant Date Fair Value Per PSU
Balance at December 31, 2023	1,452,387	$	36.82
Granted (1)	2,102,495	$	13.56
Vested and issued	(246,256)	$	47.63
Forfeited	(863,852)	$	20.78
Performance adjustment (2)	(246,495)
Balance at September 30, 2024	2,198,279	$	19.25
Vested and unissued at September 30, 2024	—	$	—
Non-vested at September 30, 2024	2,198,279	$	19.25

(1)Granted excludes 0.2 million target shares for which the performance criteria has not been established as of September 30, 2024.

(2)Based on the Company's 2023 results, PSUs were attained at rates ranging from 0% to 85.2% 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):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)	$	1,075	$	1,464	$	3,782	$	4,060
Advertising and marketing	3,856		4,399		11,023		11,527
Sales	5,204		9,110		20,124		27,055
Technology and development	8,152		14,566		27,134		42,984
General and administrative	15,760		23,406		56,416		69,082
Total stock-based compensation expense	34,047		52,945		118,479		154,708
Capitalized stock-based compensation	2,951		5,028		10,238		14,606
Total stock-based compensation	$	36,998	$	57,973	$	128,717	$	169,314

Segments (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The following table presents revenues by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	383,666	$	374,416	$	1,138,198	$	1,084,438
BetterHelp	256,842		285,822		790,885		857,450
Total Consolidated Revenue	$	640,508	$	660,238	$	1,929,083	$	1,941,888

The following table presents Adjusted EBITDA by segment (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total Consolidated Adjusted EBITDA	$	83,255	$	88,757	$	235,876	$	213,677

Schedule of Reconciliation of Segment Profitability Adjusted EBITDA to Consolidated Net Loss

The following table presents a reconciliation of segment profitability (Adjusted EBITDA) to consolidated net loss (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Teladoc Health Integrated Care	$	68,039	$	62,805	$	179,741	$	135,900
BetterHelp	15,216		25,952		56,135		77,777
Total consolidated Adjusted EBITDA	83,255		88,757		235,876		213,677
Less adjustments to reconcile to GAAP net loss
Stock-based compensation	34,047		52,945		118,479		154,708
Goodwill impairment	—		—		790,000		—
Acquisition, integration, and transformation costs	457		5,824		1,287		16,848
Restructuring costs	3,580		411		14,753		16,043
Amortization of intangible assets	86,906		91,834		276,825		231,205
Depreciation of property and equipment	2,666		2,468		7,203		8,345
Interest income	(15,326)		(12,606)		(42,840)		(33,075)
Interest expense	5,660		5,646		16,957		16,744
Other (income) expense, net	(2,239)		1,792		(1,306)		(2,908)
Loss before provision for income taxes	(32,496)		(59,557)		(945,482)		(194,233)
Provision for income taxes	780		(2,484)		7,354		(2,755)
Net loss	$	(33,276)	$	(57,073)	$	(952,836)	$	(191,478)

Schedule of Geographic Data for Long-Lived Assets

Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):


	As of September 30, 2024		As of December 31, 2023
United States	$	24,458	$	28,096
International	3,572		3,936
Total long-lived assets	$	28,030	$	32,032

Basis of Presentation and Principles of Consolidation (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) professional_corporation professional_association	Sep. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Variable interest entity
Number of professional associations consolidated as VIEs \| professional_association			2
Number of professional corporations consolidated as VIEs \| professional_corporation			10
Revenue	$ 640,508	$ 660,238	$ 1,929,083	$ 1,941,888
Net loss	(33,276)	(57,073)	(952,836)	(191,478)
Assets	3,528,581		3,528,581			$ 4,392,369
Liabilities	2,020,879		2,020,879			2,066,296
Stockholders' deficit	1,507,702	2,294,050	1,507,702	2,294,050	$ 1,502,086	2,326,073	$ 2,295,144	$ 2,307,745
Variable Interest Entity, Primary Beneficiary
Variable interest entity
Revenue	65,600	56,100	199,700	176,600
Net loss	0	$ 0	0	$ 0
Assets	23,200		23,200			20,600
Liabilities	71,800		71,800			69,200
Stockholders' deficit	$ 48,600		$ 48,600			$ 48,600

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 640,508	$ 660,238	$ 1,929,083	$ 1,941,888
U.S. Revenue
Disaggregation of Revenue [Line Items]
Revenue	536,161	569,322	1,624,563	1,672,770
International Revenue
Disaggregation of Revenue [Line Items]
Revenue	104,347	90,916	304,520	269,118
Access fees
Disaggregation of Revenue [Line Items]
Revenue	555,275	582,070	1,672,097	1,708,601
Other
Disaggregation of Revenue [Line Items]
Revenue	$ 85,233	$ 78,168	$ 256,986	$ 233,287

Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Revenue Activities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Contract With Customer Liability [Roll Forward]
Beginning balance	$ 109,282	$ 113,786
Cash collected	68,858	87,155
Revenue recognized	(79,346)	(88,597)
Ending balance	$ 98,794	$ 112,344

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Narrative (Details) $ in Millions	Sep. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized, performance obligation	$ 60.1
Period of performance obligation	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized, performance obligation	$ 30.1
Period of performance obligation	1 year

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred device and contract costs, current	$ 34,781	$ 32,703
Deferred device and contract costs, non-current	17,414	17,573
Total deferred device and contract costs	$ 52,195	$ 50,276

Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs Rollforward (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Deferred Device Cost And Other [Roll Forward]
Beginning balance as of December 31, 2023	$ 50,276
Additions	28,516
Cost of revenue recognized	(26,597)
Ending balance as of September 30, 2024	$ 52,195

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and purchased parts	$ 9,122	$ 9,338
Work in process	804	299
Finished goods	27,067	19,876
Total inventories	$ 36,993	$ 29,513

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 68,471	$ 65,651
Deferred device and contract costs, current	34,781	32,703
Other receivables	11,503	12,640
Other current assets	983	7,443
Total prepaid expenses and other current assets	$ 115,738	$ 118,437

Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance				$ 1,073,190
Impairment	$ 0	$ (790,000)	$ 0	(790,000)	$ 0
Goodwill, ending balance	283,190			283,190
Teladoc Health Integrated Care
Goodwill [Roll Forward]
Goodwill, beginning balance				0
Impairment				0
Goodwill, ending balance	0			0
BetterHelp
Goodwill [Roll Forward]
Goodwill, beginning balance				1,073,190
Impairment				(790,000)
Goodwill, ending balance	$ 283,190			$ 283,190

Goodwill - Narrative (Details) $ in Thousands		3 Months Ended			9 Months Ended
Goodwill - Narrative (Details) $ in Thousands	Oct. 01, 2022 USD ($) segment	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Goodwill [Line Items]
Goodwill impairment		$ 0	$ 790,000	$ 0	$ 790,000	$ 0
Accumulated impairment charges	$ 12,300,000	14,200,000			$ 14,200,000
Number of reportable segments \| segment	2				2
Teladoc Health Integrated Care
Goodwill [Line Items]
Goodwill impairment					$ 0
Accumulated impairment charges							$ 1,100,000
BetterHelp
Goodwill [Line Items]
Goodwill impairment					790,000
Accumulated impairment charges		$ 800,000			$ 800,000
Measurement Input, Discount Rate
Goodwill [Line Items]
Goodwill, measurement input					0.15

Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 2,681,680	$ 2,584,733
Accumulated Amortization	(1,184,982)	(906,952)
Net Carrying Value	$ 1,496,698	$ 1,677,781
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	8 years 9 months 18 days	9 years 3 months 18 days
Client relationships
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 1,462,287	$ 1,460,857
Accumulated Amortization	(469,777)	(391,196)
Net Carrying Value	$ 992,510	$ 1,069,661
Client relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Client relationships \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	20 years	20 years
Client relationships \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	11 years 9 months 18 days	12 years 6 months
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 325,677	$ 325,479
Accumulated Amortization	(252,325)	(189,330)
Net Carrying Value	$ 73,352	$ 136,149
Trademarks \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	2 years	2 years
Trademarks \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	15 years	15 years
Trademarks \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	6 years 1 month 6 days	6 years 10 months 24 days
Software
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 551,866	$ 456,583
Accumulated Amortization	(259,623)	(161,108)
Net Carrying Value	$ 292,243	$ 295,475
Software \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years	3 years
Software \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Software \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	2 years 2 months 12 days	2 years 6 months
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 341,850	$ 341,814
Accumulated Amortization	(203,257)	(165,318)
Net Carrying Value	$ 138,593	$ 176,496
Acquired technology \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	4 years	4 years
Acquired technology \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years	7 years
Acquired technology \| Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (Years)	3 years	3 years 8 months 12 days

Intangible Assets, Net and Certain Cloud Computing Costs - Amortization by Components (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 86,906	$ 91,834	$ 276,825	$ 231,205
Amortization of capitalized software development costs	35,817	22,645	97,453	58,995
Amortization of acquired intangibles
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 51,089	$ 69,189	$ 179,372	$ 172,210

Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Net cloud computing costs	$ 40.4		$ 40.4		$ 41.1
Cloud computing expense	$ 1.3	$ 0.6	$ 3.7	$ 2.4

Intangible Assets, Net and Certain Cloud Computing Costs - Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 91,312
2025	306,508
2026	248,779
2027	175,334
2028 and thereafter	674,765
Net Carrying Value	$ 1,496,698	$ 1,677,781

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total	Total
Marketing and advertising	$ 38,826	$ 34,427
Client performance guarantees and accrued rebates	33,835	36,934
Franchise, sales and other taxes	18,492	12,933
Consulting fees/provider fees	15,943	16,416
Operating lease liabilities—current	10,708	10,752
Professional fees	9,832	9,910
Information technology	9,292	7,605
Insurance	7,278	5,777
Interest payable	5,813	1,481
Lease abandonment obligation—current	3,272	3,800
Staff augmentation	2,595	4,287
Other	32,209	34,312
Total	$ 188,095	$ 178,634

Convertible Senior Notes - Narrative (Details) $ / shares in Units, shares in Millions			9 Months Ended
	May 19, 2020 USD ($)	May 08, 2018 USD ($)	Sep. 30, 2024 USD ($) debt_series day $ / shares shares	Dec. 31, 2023 USD ($)	Jun. 04, 2020 USD ($)
Debt Instrument [Line Items]
Number of series of convertible senior debt outstanding \| debt_series			3
Convertible Notes Payable
Debt Instrument [Line Items]
Principal multiple amount used in the conversion of the debt instrument			$ 1,000
Convertible debt, threshold, trading days (in days) \| day			20
Convertible debt, threshold, consecutive trading days (in days) \| day			30
Minimum percentage of common stock price as a percentage of the conversion price			130.00%
Convertible debt, business days, measurement period (in days) \| day			5
Convertible debt, consecutive trading days, measurement period (in days) \| day			10
Trading price threshold			98.00%
Shares reserved for issuance (in shares) \| shares			8.7
2027 Notes
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,000,000,000.0		$ 1,000,000,000	$ 1,000,000,000
Interest rate	1.25%
Net proceeds from issuance of debt	$ 975,900,000
Offering costs	$ 24,100,000
2025 Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 287,500,000	725,000	725,000
Interest rate		1.375%
Net proceeds from issuance of debt		$ 279,100,000
Offering costs		$ 8,400,000
Livongo Notes
Debt Instrument [Line Items]
Aggregate principal amount			$ 550,000,000	$ 550,000,000	$ 550,000,000.0
Interest rate					0.875%
Convertible debt, consecutive trading days, measurement period (in days) \| day			5
Convertible debt, reference property rate			0.592
Convertible debt, Reference property , conversion price (in dollars per share) \| $ / shares			$ 4.24
Trading day observation period (in days) \| day			40
Convertible debt, threshold, trading days preceding maturity date (in days) \| day			41
Percentage of principal for repurchase price			100.00%

Convertible Senior Notes - Debt Outstanding (Details)	9 Months Ended
Convertible Senior Notes - Debt Outstanding (Details)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
2027 Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 1,000,000,000
Interest Rate Per Year	1.25%
Fair value	$ 862,000,000.0	$ 822,000,000.0
Conversion ratio	0.0041258
Remaining Contractual Life	2 years 8 months 12 days
2025 Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 700,000
Interest Rate Per Year	1.375%
Fair value	$ 600,000	300,000
Conversion ratio	0.0186621
Remaining Contractual Life	7 months 6 days
Livongo Notes
Debt Instrument [Line Items]
Principal Amount Outstanding	$ 550,000,000.0
Interest Rate Per Year	0.875%
Fair value	$ 529,700,000	$ 513,700,000
Conversion ratio	0.01394
Remaining Contractual Life	8 months 12 days
Convertible Notes Payable
Debt Instrument [Line Items]
Principal multiple amount used in the conversion of the debt instrument	$ 1,000

Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Jun. 04, 2020	May 19, 2020	May 08, 2018
Debt Instrument [Line Items]
Total net carrying amount	$ 1,541,274	$ 1,538,688
Convertible senior notes, net—current	550,723	0
Convertible senior notes, net—non-current	990,551	1,538,688
2025 Notes
Debt Instrument [Line Items]
Principal	725	725			$ 287,500
Less: Debt discount, net	(2)	(4)
Total net carrying amount	723	721
Livongo Notes
Debt Instrument [Line Items]
Principal	550,000	550,000	$ 550,000
Less: Debt discount, net	0	0
Total net carrying amount	550,000	550,000
2027 Notes
Debt Instrument [Line Items]
Principal	1,000,000	1,000,000		$ 1,000,000
Less: Debt discount, net	(9,449)	(12,033)
Total net carrying amount	$ 990,551	$ 987,967

Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
2025 Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 2	$ 2	$ 7	$ 7
Amortization of debt discount	0	1	2	2
Total	$ 2	$ 3	$ 9	$ 9
Effective interest rate	1.80%	1.80%	1.80%	1.80%
Livongo Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 1,203	$ 1,203	$ 3,609	$ 3,609
Amortization of debt discount	0	0	0	0
Total	$ 1,203	$ 1,203	$ 3,609	$ 3,609
Effective interest rate	0.90%	0.90%	0.90%	0.90%
2027 Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 3,125	$ 3,125	$ 9,375	$ 9,375
Amortization of debt discount	865	851	2,584	2,542
Total	$ 3,990	$ 3,976	$ 11,959	$ 11,917
Effective interest rate	1.60%	1.60%	1.60%	1.60%

Leases - Narrative (Details)	Sep. 30, 2024
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	1 year
Options to extend lease terms	1 year
Lessor lease term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	8 years
Options to extend lease terms	5 years
Lessor lease term	5 years

Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases:
2024	$ 3,464
2025	12,766
2026	11,580
2027	8,474
2028	6,319
2029 and thereafter	13,451
Total future minimum payments	56,054
Less: imputed interest	(8,450)
Present value of lease liabilities	47,604
Accrued expenses and other current liabilities	$ 10,708	$ 10,752
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Operating lease liabilities, net of current portion	$ 36,896	$ 42,837

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 3,580	$ 411	$ 14,753	$ 16,043
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	2,300	200	10,700	7,900
Other Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring costs			2,800
Lease Termination
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,300	$ 200	1,300	8,100
Right-of-use asset impairment	1,000		1,000	$ 4,900
Minimum
Restructuring Cost and Reserve [Line Items]
Expected pre-tax charges for restructuring	12,000		12,000
Maximum
Restructuring Cost and Reserve [Line Items]
Expected pre-tax charges for restructuring	$ 16,000		$ 16,000

Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) - Restructuring Plan $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Balance at beginning of year	$ 3,800
Additional expenses	13,792
Cash payments	(12,843)
Balance at end of year	4,749
Severance
Restructuring Reserve [Roll Forward]
Balance at beginning of year	0
Additional expenses	10,656
Cash payments	(9,179)
Balance at end of year	1,477
Lease Termination
Restructuring Reserve [Roll Forward]
Balance at beginning of year	3,800
Additional expenses	299
Cash payments	(827)
Balance at end of year	3,272
Other
Restructuring Reserve [Roll Forward]
Balance at beginning of year	0
Additional expenses	2,837
Cash payments	(2,837)
Balance at end of year	$ 0

Common Stock and Stockholders' Equity - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) installment shares	Sep. 30, 2023 USD ($) shares	Jun. 10, 2024 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant (in shares) \| shares	12,913,482		12,913,482
Grant date target value					$ 15,000
Grant-date fair value of stock options granted	$ 0	$ 400	$ 400	$ 1,200
Stock-based compensation	34,047	52,945	$ 118,479	$ 154,708
Stock options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield			0.00%	0.00%
Stock-based compensation	1,900	2,300	$ 5,800	$ 7,000
Unrecognized compensation cost for stock options	5,500		$ 5,500
Period over which unrecognized compensation cost is expected to be recognized			1 year 10 months 24 days
Stock options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercisable period (in years)			10 years
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant (in shares) \| shares					469,924
Number of installment \| installment			8
Vesting percentage			33.33%
Installment period			15 months
Stock-based compensation	32,500	46,900	$ 109,100	134,100
Period over which unrecognized compensation cost is expected to be recognized			1 year 8 months 12 days
Grant-date fair value of restricted stock options granted	1,400	7,500	$ 77,100	189,200
Unrecognized compensation cost related to non vested awards	142,300		$ 142,300
Restricted Stock Units (RSUs) \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Restricted Stock Units (RSUs) \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant (in shares) \| shares					939,849
Number of installment \| installment			5
Installment period			15 months
Stock-based compensation	(900)	2,600	$ 1,900	9,900
Period over which unrecognized compensation cost is expected to be recognized			1 year 10 months 24 days
Grant-date fair value of restricted stock options granted	0	0	$ 28,500	34,900
Unrecognized compensation cost related to non vested awards	11,400		$ 11,400
Performance Shares \| Vesting period one
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage			58.33%
Performance Shares \| Vesting period two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percentage			41.67%
Performance Shares \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Actual performance compared to performance conditions percentage			0.00%
Performance Shares \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			3 years
Actual performance compared to performance conditions percentage			200.00%
ESPP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 500	$ 1,200	$ 1,700	$ 3,600
Period over which unrecognized compensation cost is expected to be recognized			1 month 6 days
Additional shares reserved for issuance under the plan (in shares) \| shares			3,000,000
Shares reserved for issuance under the plan (in shares) \| shares	4,113,343		4,113,343
Maximum offering period			27 months
Stock purchase price as a percentage of fair value			85.00%
Issuance of stock under employee stock purchase plan (in shares) \| shares	0	0	304,068	271,736
Remaining shares available for issuance under the plan (in shares) \| shares	2,496,713		2,496,713
Unrecognized compensation cost	$ 200		$ 200

Common Stock and Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number of Shares Outstanding
Balance at beginning of period (in shares) \| shares	4,182,187
Stock option grants (in shares) \| shares	32,477
Stock options exercised (in shares) \| shares	(253,146)
Stock options forfeited (in shares) \| shares	(1,006,976)
Balance at end of period (in shares) \| shares	2,954,542	4,182,187
Vested or expected to vest at end of period (in shares) \| shares	2,954,542
Exercisable at end of period (in shares) \| shares	2,493,425
Weighted- Average Exercise Price
Balance at beginning of period (in dollars per share) \| $ / shares	$ 27.37
Stock option grants (in dollars per share) \| $ / shares	20.66
Stock options exercised (in dollars per share) \| $ / shares	10.71
Stock options forfeited (in dollars per share) \| $ / shares	31.93
Balance at end of period (in dollars per share) \| $ / shares	27.13	$ 27.37
Weighted-average exercise price, vested or expected to vest at end of period (in dollars per share) \| $ / shares	27.13
Weighted-average exercise price, exercisable at end of period (in dollars per share) \| $ / shares	$ 27.06
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract]
Weighted-average remaining contractual life in years	3 years 9 months	5 years 3 months 3 days
Weighted-average remaining contractual life in years, vested or expected to vest at end of period	3 years 9 months
Weighted-average remaining contractual life in years, exercisable at end of period	2 years 11 months 12 days
Aggregate intrinsic value \| $	$ 1,951	$ 13,732
Aggregate intrinsic value, stock options exercised \| $	694
Aggregate intrinsic value, vested or expected to vest at end of period \| $	1,951
Aggregate intrinsic value, exercisable at end of period \| $	$ 1,951

Common Stock and Stockholders' Equity - Assumptions Used for Estimate of Fair Value of Options (Details) - Stock options - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Volatility, minimum	67.86%	65.58%
Volatility, maximum	67.94%	68.22%
Expected term (in years)	4 years 3 months 18 days	4 years 3 months 18 days
Risk-free interest rate, minimum	3.85%	3.68%
Risk-free interest rate, maximum	3.90%	4.34%
Dividend yield	0.00%	0.00%
Weighted-average fair value of the underlying stock options (in dollars per share)	$ 11.55	$ 13.42

Common Stock and Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
RSUs
Balance at beginning of period (in shares) \| shares	9,452,412
Granted (in shares) \| shares	5,362,335
Vested and issued (in shares) \| shares	(4,482,291)
Forfeited (in shares) \| shares	(2,132,247)
Balance at end of period (in shares) \| shares	8,200,209
Vested and unissued at end of period (in shares) \| shares	72,620
Non-vested at end of period (in shares) \| shares	8,127,589
Weighted-Average Grant Date Fair Value Per RSU
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 34.70
Granted (in dollars per share) \| $ / shares	14.37
Vested and issued (in dollars per share) \| $ / shares	38.27
Forfeited (in dollars per share) \| $ / shares	26.05
Outstanding at end of period (in dollars per share) \| $ / shares	21.71
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) \| $ / shares	42.69
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) \| $ / shares	$ 21.52

Common Stock and Stockholders' Equity - Performance-Based Units Activity (Details) - Performance Shares	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Shares
Balance at beginning of period (in shares)	1,452,387
Granted (in shares)	2,102,495
Vested and issued (in shares)	(246,256)
Forfeited (in shares)	(863,852)
Performance adjustment (in shares)	(246,495)
Balance at end of period (in shares)	2,198,279
Vested and unissued at end of period (in shares)	0
Non-vested at end of period (in shares)	2,198,279
Weighted-Average Grant Date Fair Value Per PSU
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 36.82
Granted (in dollars per share) \| $ / shares	13.56
Vested and issued (in dollars per share) \| $ / shares	47.63
Forfeited (in dollars per share) \| $ / shares	20.78
Performance adjustment (in dollars per share) \| $ / shares
Outstanding at end of period (in dollars per share) \| $ / shares	19.25
Weighted-average grant date, fair value vested and unissued at end of period (in dollars per share) \| $ / shares	0
Weighted-average grant date, fair value , non-vested at end of period (in dollars per share) \| $ / shares	$ 19.25
Performance target shares (in shares)	200,000
Minimum
Weighted-Average Grant Date Fair Value Per PSU
Percentage of target award	0.00%
Maximum
Weighted-Average Grant Date Fair Value Per PSU
Percentage of target award	85.20%

Common Stock and Stockholders' Equity - Total Compensation Costs for Stock-Based Awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 34,047	$ 52,945	$ 118,479	$ 154,708
Capitalized stock-based compensation	2,951	5,028	10,238	14,606
Total stock-based compensation	36,998	57,973	128,717	169,314
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,075	1,464	3,782	4,060
Advertising and marketing
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,856	4,399	11,023	11,527
Sales
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	5,204	9,110	20,124	27,055
Technology and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	8,152	14,566	27,134	42,984
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 15,760	$ 23,406	$ 56,416	$ 69,082

Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 780	$ (2,484)	$ 7,354	$ (2,755)

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

Segments - Narrative (Details) - segment		9 Months Ended
Segments - Narrative (Details) - segment	Oct. 01, 2022	Sep. 30, 2024
Segment Reporting [Abstract]
Number of reportable segments	2	2

Segments - Revenues by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total Consolidated Revenue	$ 640,508	$ 660,238	$ 1,929,083	$ 1,941,888
Operating Segments \| Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Revenue	383,666	374,416	1,138,198	1,084,438
Operating Segments \| BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Revenue	$ 256,842	$ 285,822	$ 790,885	$ 857,450

Segments - Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 83,255	$ 88,757	$ 235,876	$ 213,677
Operating Segments \| Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	68,039	62,805	179,741	135,900
Operating Segments \| BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 15,216	$ 25,952	$ 56,135	$ 77,777

Segments - Reconciliation of Segment Profitability Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 83,255		$ 88,757	$ 235,876	$ 213,677
Less adjustments to reconcile to GAAP net loss
Stock-based compensation	34,047		52,945	118,479	154,708
Goodwill impairment	0	$ 790,000	0	790,000	0
Acquisition, integration, and transformation costs	457		5,824	1,287	16,848
Restructuring costs	3,580		411	14,753	16,043
Amortization of intangible assets	86,906		91,834	276,825	231,205
Depreciation of property and equipment	2,666		2,468	7,203	8,345
Interest income	(15,326)		(12,606)	(42,840)	(33,075)
Interest expense	5,660		5,646	16,957	16,744
Other (income) expense, net	(2,239)		1,792	(1,306)	(2,908)
Loss before provision for income taxes	(32,496)		(59,557)	(945,482)	(194,233)
Provision for income taxes	780		(2,484)	7,354	(2,755)
Net loss	(33,276)		(57,073)	(952,836)	(191,478)
Teladoc Health Integrated Care
Less adjustments to reconcile to GAAP net loss
Goodwill impairment				0
BetterHelp
Less adjustments to reconcile to GAAP net loss
Goodwill impairment				790,000
Operating Segments \| Teladoc Health Integrated Care
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	68,039		62,805	179,741	135,900
Operating Segments \| BetterHelp
Segment Reporting Information [Line Items]
Total Consolidated Adjusted EBITDA	$ 15,216		$ 25,952	$ 56,135	$ 77,777

Segments - Geographic Data for Long-Lived Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 28,030	$ 32,032
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	24,458	28,096
International
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 3,572	$ 3,936

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