v3.25.2
ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS (Tables)
 6 Months Ended
Jun. 30, 2025
Acquisitions, Divestitures and Other Arrangements [Abstract]  
Business Combination, Recognized Asset Acquired and Liability 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 six months ended June 30, 2024.
Business Combination
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 paid4,147 
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 six months ended June 30, 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 paid4,801 
Plus: Fair value of CVRs248 
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 the six months ended June 30, 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 June 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in millions202520242025202420252024
Diabetes business - royalties
$276 $265 $— $— $(286)$(265)
Mature products and other1 — 1 — — — 
Total$277 $265 $1 $— $(286)$(265)
Six Months Ended June 30,
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in Millions202520242025202420252024
Diabetes business - royalties$552 $496 $— $— $(558)$(536)
Mature products and other
11 — (7)— — — 
Total$563 $496 $(7)$— $(558)$(536)
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 June 30,Six Months Ended June 30,
Dollars in millions2025202420252024
Keytruda* royalties
$(132)$(137)$(284)$(270)
Tecentriq* royalties
(11)(11)(23)(23)
Contingent milestone income— (25)(40)(25)
Amortization of deferred income(12)(12)(24)(24)
Other royalties and licensing income (7)(6)(51)(10)
Royalty and licensing income$(162)$(191)$(421)$(352)