DIVESTITURES, LICENSING AND OTHER ARRANGEMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Acquisitions, Divestitures and Other Arrangements [Abstract]

Schedule of Business Acquisitions, by Acquisition

The total consideration for the acquisition consisted of the following:

Dollars in Millions	Total Consideration
Cash consideration for outstanding shares	$	3,811
Cash consideration for equity awards	302
Consideration paid	4,113
Less: Unvested stock awards (a)	153
Total consideration to be allocated	$	3,960

(a)    Includes unvested equity awards of $73 million expensed in Marketing, selling, and administrative and $80 million expensed in Research and development during the three months ended September 30, 2022.

Purchase Commitment, Excluding Long-Term Commitment

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the acquisition date based upon their respective fair values summarized below:

Dollars in Millions	Purchase Price Allocation
Cash and cash equivalents	$	795
Other current assets	14
Intangible assets (a)	2,971
Deferred income tax assets	229
Other non-current assets	10
Deferred income tax liabilities	(643)
Other current liabilities	(111)
Identifiable net assets acquired	$	3,265
Goodwill (b)	695
Total consideration allocated	$	3,960

(a)    Intangible assets primarily consist of IPRD allocated to repotrectinib ($2.8 billion), a potential best-in-class tyrosine kinase inhibitor targeting the ROS1 and NTRK oncogenic drivers in NSCLC and other advanced solid tumors. Repotrectinib is currently in registrational Phase II study in adults and a Phase I/II study in pediatric patients. The estimated fair value of IPRD assets was determined using an income approach valuation method.

(b)    Goodwill resulted primarily from the recognition of deferred tax liabilities and is not deductible for tax purposes.

Disposal Groups, Including Discontinued Operations

The following table summarizes the financial impact of divestitures including royalties, which are 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 September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	205	$	153	$	—	$	—	$	(205)	$	(159)
Mature Products and Other	1		35		—		2		—		(1)
Total	$	206	$	188	$	—	$	2	$	(205)	$	(160)

	Nine Months Ended September 30,
	Net Proceeds(a)				Divestiture (Gains)/Losses				Royalty Income
Dollars in Millions	2022		2021		2022		2021		2022		2021
Diabetes Business	$	562	$	449	$	—	$	—	$	(595)	$	(445)
Mature Products and Other	229		121		(211)		(9)		(2)		(2)
Total	$	791	$	570	$	(211)	$	(9)	$	(597)	$	(447)

(a)    Includes royalties received subsequent to the related sale of the asset or business.

Licensing and Other Arrangements

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

	Three Months Ended September 30,				Nine Months Ended September 30,
Dollars in Millions	2022		2021		2022		2021
Keytruda* royalties	$	(268)	$	(215)	$	(732)	$	(611)
Tecentriq* royalties	(24)		(22)		(68)		(67)
Contingent milestone income	—		(10)		(46)		(12)
Amortization of deferred income	(18)		3		(41)		(27)
Biohaven sublicense income	(55)		—		(55)		—
Other royalties and licensing income	(9)		(21)		(25)		(33)
Total	$	(374)	$	(265)	$	(967)	$	(750)