v3.25.4
ACQUISITIONS, DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS (Tables)
 12 Months Ended
Dec. 31, 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 paid14,027 
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 2024.
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 2024.
Total Consideration for the Acquisition
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 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 2024.
Divestitures
The following table summarizes the financial impact of divestitures including royalty income, 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).
Net ProceedsDivestiture (Gains)/LossesRoyalty Income
Dollars in millions202520242023202520242023202520242023
Diabetes business - royalties$1,125 $1,051 $846 $— $— $— $(1,121)$(1,097)$(862)
Mature products and other
14 5 12 1 15 — (8)(7)— 
Total$1,139 $1,056 $858 $1 $15 $— $(1,129)$(1,104)$(862)
Royalty and Licensing Income
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.
Year Ended December 31,
Dollars in millions202520242023
Keytruda* royalties
$(588)$(546)$(1,186)
Tecentriq* royalties
(47)(47)(107)
Contingent milestone income(40)(74)(91)
Amortization of deferred income(48)(48)(51)
Other royalties and licensing income(a)
(370)(21)(53)
Total$(1,093)$(736)$(1,488)
(a)    Other royalties and licensing income for 2025 includes (i) $85 million of income recognized in connection with the out-license of five early-stage immunology assets to a company that was newly-formed with Bain Capital Life Sciences and (ii) $170 million of income related to the amendment of a pre-existing out-licensing arrangement, which effectively terminates future royalties BMS would have been entitled to earn on international sales.