ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2025

Acquisitions, Divestitures and Other Arrangements [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following summarizes the total consideration transferred and allocated:

Dollars in millions
Cash consideration for outstanding shares	$	12,606
Cash consideration for equity awards	1,421
Consideration paid	14,027
Less: Charge for unvested stock awards(a)	(289)
Transaction costs	55
Total consideration allocated	$	13,793

(a)        Includes cash-settled unvested equity awards of $130 million expensed in Selling, general and administrative and $159 million expensed in Research and development during the three months ended March 31, 2024.

Schedule of Business Acquisitions, by Acquisition

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	3,851
Cash consideration for equity awards	296
Consideration paid	4,147
Less: Unvested stock awards(a)	(274)
Total consideration allocated	$	3,873

(a)    Includes cash settlement for unvested equity awards of $159 million expensed in Selling, general and administrative and $115 million expensed in Research and development during the three months ended March 31, 2024.

Total consideration for the acquisition consisted of the following:

Dollars in millions
Cash consideration for outstanding shares	$	4,596
Cash consideration for equity awards	205
Consideration paid	4,801
Plus: Fair value of CVRs	248
Less: unvested stock awards(a)	(114)
Total consideration allocated	$	4,935

(a)    Includes cash settlement of unvested equity awards of $60 million expensed in Selling, general and administrative and $54 million expensed in Research and development during three months ended March 31, 2024.

Divestitures

The following table summarizes the financial impact of divestitures including royalties, which is included in Other (income)/expense, net. Revenue and pretax earnings related to all divestitures were not material in all periods presented (excluding divestiture gains or losses).

	Three Months Ended March 31,
	Net Proceeds				Divestiture (Gains)/Losses				Royalty Income
Dollars in millions	2025		2024		2025		2024		2025		2024
Diabetes business - royalties	$	276	$	231	$	—	$	—	$	(272)	$	(271)
Mature products and other	10		—		(9)		—		—		—
Total	$	286	$	231	$	(9)	$	—	$	(272)	$	(271)

Licensing and Other Arrangements

The following table summarizes the financial impact of Keytruda* royalties, Tecentriq* royalties, upfront licensing fees and milestones for products that have not obtained commercial approval, which are included in Other (income)/expense, net.

	Three Months Ended March 31,
Dollars in millions	2025		2024
Keytruda* royalties	$	(151)	$	(133)
Tecentriq* royalties	(12)		(12)
Contingent milestone income	(40)		—
Amortization of deferred income	(12)		(12)
Other royalties and licensing income	(43)		(4)
Royalty and licensing income	$	(259)	$	(161)