Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Summary of Preliminary Consideration Transferred

The following table summarizes the preliminary consideration transferred (in millions):

Cash consideration to prior equityholders(1)	$	1,055
Repayment of debt		1,814
Total cash consideration	$	2,869
Continuing unitholders rollover equity into the Company(2)		1,414
Contingent consideration — Tax Receivable Agreement(3)		618
Contingent consideration — Seller Earnouts(3)		109
Total consideration transferred	$	5,010
Noncontrolling interest(4)	$	800

(1) Includes cash consideration paid to reimburse seller for certain transaction expenses.

(2) The Company issued approximately 141 million shares that had a total fair value of approximately $1.4 billion based on the price of $10 per share on July 2, 2021, the acquisition date.

(3) The TRA and Seller Earnouts represent liability classified contingent consideration. The estimated fair value of the TRA is preliminary and subject to adjustments in subsequent periods. Refer to Note 9 “Stockholders’ and Members’ Equity”, Note 14 “Financial Instruments” and Note 15 “Fair Value Measurement” for further discussion.

(4) The fair value of the noncontrolling interest is estimated based on the fair value of acquired business, which was determined based on the price of the Company’s Class A Common Stock at the July 2, 2021 Closing Date, plus the contingent consideration related to the Seller Earnouts. The fair value of the noncontrolling interest is preliminary and subject to adjustments in subsequent periods. The noncontrolling interest is exchangeable for Class A Common Stock at the option of the holder. Refer to Note 9 “Stockholders’ and Members’ Equity” for additional information.

Summary of Preliminary Purchase Price allocation

The following table summarizes the preliminary purchase price allocation (in millions):

Cash and cash equivalents	$	460
Receivables		486
Fiduciary assets		1,015
Other current assets		162
Fixed assets		205
Other assets		425
Accounts payable and accrued liabilities		(327	)
Fiduciary liabilities		(1,015	)
Other current liabilities		(293	)
Debt assumed		(2,370	)
Deferred tax liabilities		(3	)
Other liabilities		(396	)
Intangible assets		4,078
Total identifiable net assets	$	2,427
Goodwill	$	3,383

Summary of Preliminary Values Allocated to Identifiable Intangible Assets and Estimated Useful Lives

The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows:

	Fair value		Useful life
Identifiable intangible assets	(in millions)		(in years)
Definite lived trade names	$	400		15
Technology related intangibles	$	222		6
Customer-related and contract based intangibles	$	3,456		15

Summary of Unaudited Pro forma Financial Information

The unaudited pro forma financial information is as follows (in millions):

	Year Ended
	December 31,
	2021			2020
Pro forma revenue	$	2,915		$	2,728
Pro forma net loss	$	(26	)	$	(158	)
Pro forma net loss attributable to controlling interest	$	(17	)	$	(129	)
Pro forma net loss attributable to noncontrolling interest	$	(9	)	$	(29	)

Retiree Health Exchange

Business Acquisition [Line Items]

Summary of Preliminary Purchase Price allocation

The following table summarizes the preliminary purchase price allocation (in millions):

Receivables	$	1
Other current assets		29
Accounts payable and accrued liabilities		(13	)
Intangible assets		104
Fair value of net assets acquired and liabilities assumed		121
Goodwill		78
Total consideration	$	199