ACQUISITION, COLLABORATIONS AND OTHER ARRANGEMENTS

Acquisition

On October 3, 2017 (the Kite acquisition date), we completed a tender offer for all of the outstanding common stock of Kite Pharma, Inc. (Kite) for $180 per share in cash. As a result, Kite became our wholly-owned subsidiary. The acquisition of Kite helps establish our foundation for improving the treatment of hematological malignancies and solid tumors.

The consideration transferred for the acquisition of Kite was $11,155 million, consisting of $10,420 million in cash to the outstanding Kite common stockholders, $645 million cash payment to vested equity award holders, $15 million to warrant holders and $75 million representing the portion of the replaced stock-based awards attributable to the pre-combination period. In addition, $733 million was excluded from the consideration transferred, representing the portion of the replaced stock-based awards attributable to the post combination period, which is expected to be recognized through 2021.

The acquisition of Kite was accounted for as a business combination using the acquisition method of accounting. This method requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the Kite acquisition date. The fair value estimates for the assets acquired and liabilities assumed in the acquisition have not yet been finalized as of June 30, 2018. During the three months ended June 30, 2018, we recorded a $35 million reduction to goodwill due to revision of deferred income taxes as a result of finalization of Kite’s pre-acquisition federal income tax return.

The following table summarizes the preliminary Kite acquisition date fair values of assets acquired and liabilities assumed, and the consideration transferred (in millions):



Cash and cash equivalents	$	652
Identifiable intangible assets:
Indefinite-lived intangible assets - IPR&D	8,950
Outlicense acquired	91
Deferred income taxes	(1,571		)
Other assets acquired (liabilities assumed), net	81
Total identifiable net assets	8,203
Goodwill	2,952
Total consideration transferred	$	11,155

We will be able to complete our valuation when we obtain additional information, primarily related to certain forecast assumptions used to perform our preliminary valuation of intangibles and estimates to record the benefit of certain tax attributes. Changes to these assumptions and estimates could cause an impact to the valuation of assets acquired, including intangible assets, goodwill and the related tax impacts of the acquisition of Kite. We expect to finalize these amounts as soon as possible but no later than one year from the Kite acquisition date.

Collaborations and Other Arrangements

We enter into collaborations and other arrangements with third parties for the research and development of certain products and product candidates. These arrangements may include non-refundable, up-front payments, payments by us for options to acquire certain rights, contingent obligations by us for potential development and regulatory milestone payments and/or sales-based milestone payments, royalty payments, revenue or profit sharing arrangements, cost sharing arrangements and equity investments.

For the three and six months ended June 30, 2018, the total initial cash consideration related to collaborations and other arrangements commenced was $284 million and $304 million, respectively. We recorded up-front collaboration payments of $160 million within Research and development expenses on our Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018 and the remaining initial cash consideration was recorded in current and other long-term assets on our Condensed Consolidated Balance Sheets. We do not consider any of these collaborations and other arrangements to be individually material. There was no initial cash consideration related to collaborations and other arrangements for the three and six months ended June 30, 2017.