v3.26.3
Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
9 Months Ended
Sep. 27, 2026
Restructuring and Related Activities [Abstract]  
Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
A. Realigning Our Cost Base Program
In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program that aims to realign our costs with our longer-term revenue expectations. In the second quarter of 2025, we identified additional productivity opportunities to further reduce costs primarily in SI&A, driven in large part by enhanced digital enablement, including automation and AI, and simplification of business processes.
We expect costs associated with these components of the program to be incurred through 2027 and to total approximately $4.7 billion, representing primarily cash expenditures for severance, implementation, exit, and digital enablement costs, as well as non-cash asset write-downs of which $3.4 billion is associated with our Biopharma segment.
In the third quarter of 2026, we identified additional productivity enhancements from technology and simplification efforts across our commercial, R&D and enabling functions designed to further reduce costs in SI&A. We expect one-time costs to achieve the additional savings to be incurred through 2029 and to total approximately $2.0 billion, primarily representing cash expenditures for severance, implementation and digital enablement of which $800 million is associated with our Biopharma segment.
Additionally, in connection with our efforts to simplify the structure and sharpen the focus of our R&D organization, in the first quarter of 2025, we expanded this program after having identified additional opportunities to drive improvements in productivity and operational efficiencies through enhanced digital enablement, including automation and AI, and simplification of business processes. We expect costs to implement these initiatives to be incurred through 2026 and to total approximately $600 million, primarily representing cash expenditures for severance, digital enablement and implementation, all of which is associated with our Biopharma segment. The majority of these costs were recorded in 2025, with cash outlays expected primarily through 2026.
We expect costs associated with all the components of this program to total approximately $7.3 billion of which $4.8 billion is associated with our Biopharma segment.
From the start of this program through September 27, 2026, we incurred total costs of $5.7 billion, of which $4.3 billion is associated with our Biopharma segment (including $3.7 billion of restructuring charges).
B. Manufacturing Optimization Program
In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our costs of goods sold, which includes operational efficiencies, network structure changes, and product portfolio enhancements. The first phase of this program is primarily focused on operational efficiencies, and we expect costs for this first phase to total approximately $1.4 billion, primarily representing cash expenditures for severance and implementation costs, all of which is associated with our Biopharma segment.
In the third quarter of 2026, we announced the next phase of the program, with a focus on network structure changes, product portfolio enhancements and additional operational efficiencies. The one-time costs to achieve the savings associated with this phase of the program are expected to be approximately $4.0 billion, substantially all associated with our Biopharma segment, with approximately 60% representing non-cash expenditures for accelerated depreciation and asset write-downs and 40% representing cash expenditures for severance, implementation and exit costs. The costs to achieve these savings are expected to be incurred through 2029.
We expect costs associated with both phases of this program to total approximately $5.4 billion, substantially all of which is associated with our Biopharma segment.
From the start of this program through September 27, 2026, we incurred total costs of $1.2 billion, substantially all of which relates to our Biopharma segment (including $889 million of restructuring charges). These costs were recorded primarily through 2025, with cash outlays expected primarily through 2029.
C. Key Activities
The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
Three Months EndedNine Months Ended
(MILLIONS)September 27,
2026
September 28,
2025
September 27,
2026
September 28,
2025
Restructuring charges/(credits):
Employee terminations$702 $124 $1,071 $360 
Asset impairments30 111 112 328 
Exit costs
21 2 38 96 
Restructuring charges/(credits)(a)
753 237 1,221 784 
Transaction costs2 — 2 — 
Integration costs and other(b)
35 49 124 162 
Restructuring charges and certain acquisition-related costs791 286 1,347 945 
Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net
(1)(6)(3)(74)
Inventory write-offs––recorded in Cost of sales
6 33 52 33 
Additional depreciation––asset restructuring recorded in our condensed consolidated statements of operations as follows(c):
Cost of sales14 3 27 10 
Research and development expenses— 1 — 1 
Total additional depreciation––asset restructuring14 4 28 11 
Implementation costs recorded in our condensed consolidated statements of operations as follows(d):
Cost of sales21 26 61 72 
Selling, informational and administrative expenses50 26 142 46 
Research and development expenses60 53 162 116 
Total implementation costs131 105 364 234 
Total costs associated with acquisitions and cost-reduction/productivity initiatives$940 $423 $1,788 $1,150 
(a)Primarily represents cost-reduction initiatives. Amounts associated with our Biopharma segment: (i) charges of $461 million for the three months ended September 27, 2026 (including charges of $385 million for our Realigning our Cost Base Program and charges of $65 million for our Manufacturing Optimization Program), (ii) charges of $882 million for the nine months ended September 27, 2026 (including charges of $849 million for our Realigning our Cost Base Program and charges of $14 million for our Manufacturing Optimization Program), (iii) charges of $240 million for the three months ended September 28, 2025 (including charges of $117 million for our Manufacturing Optimization Program and charges of $107 million for our Realigning our Cost Base Program) and (iv) charges of $451 million for the nine months ended September 28, 2025 (including charges of $669 million for our Realigning our Cost Base Program and credits of $295 million for our Manufacturing Optimization Program). For the nine months ended September 28, 2025, Employee terminations included revisions of estimates of previously recorded accruals for severance benefits, driven in large part by higher-than-expected voluntary attrition.
(b)Represents external, incremental costs directly related to integrating acquired businesses, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs.
(c)Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.
(d)Represents incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives.
The following summarizes the components and changes in restructuring accruals:
(MILLIONS)Employee
Termination
Costs
Asset
Impairment
Charges
Exit CostsAccrual
Balance, December 31, 2025(a)
$1,783 $— $127 $1,910 
Provision
1,071 112 38 1,221 
Utilization and other(b)
(758)(112)(63)(934)
Balance, September 27, 2026(c)
$2,096 $— $101 $2,197 
(a)Included in Other current liabilities ($1.4 billion) and Other noncurrent liabilities ($466 million).
(b)Other activity includes adjustments for foreign currency translation that are not material to our condensed consolidated financial statements.
(c)Included in Other current liabilities ($1.2 billion) and Other noncurrent liabilities ($972 million).