v3.25.4
Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives
12 Months Ended
Dec. 31, 2025
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 $3.1 billion 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 in 2025 and 2026.
We expect costs associated with all the components of this program to total approximately $5.3 billion of which $3.7 billion is associated with the Biopharma segment.
From the start of this program through December 31, 2025, we incurred total costs of $4.2 billion, of which $3.2 billion is associated with our Biopharma segment (including $2.9 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. From the start of this program through December 31, 2025, we incurred costs of $1.1 billion (including $875 million of restructuring charges). These costs were recorded primarily through 2025, with cash outlays expected primarily through 2026.
C. Key Activities
The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
Year Ended December 31,
(MILLIONS)202520242023
Restructuring charges/(credits):
Employee terminations$684 $1,152 $1,622 
Asset impairments349 432 227 
Exit costs
59 403 119 
Restructuring charges/(credits)(a)
1,092 1,987 1,968 
Transaction costs(b)
118 190 
Integration costs and other(c)
340 427 785 
Restructuring charges and certain acquisition-related costs
1,550 2,419 2,943 
Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net
(78)(7)
Inventory write-offs––recorded in Cost of sales
33 — — 
Additional depreciation––asset restructuring recorded in our consolidated statements of operations as follows(d):
Cost of sales38 14 31 
Selling, informational and administrative expenses 
Research and development expenses1 — — 
Total additional depreciation––asset restructuring
38 19 32 
Implementation costs recorded in our consolidated statements of operations as follows(e):
Cost of sales116 120 67 
Selling, informational and administrative expenses116 90 289 
Research and development expenses189 84 101 
Total implementation costs
421 294 457 
Total costs associated with acquisitions and cost-reduction/productivity initiatives$1,965 $2,738 $3,426 
(a)Primarily represents cost-reduction initiatives. Amounts associated with our Biopharma segment: (i) charges of $691 million for 2025 (including charges of $920 million for our Realigning our Cost Base Program and credits of $288 million for our Manufacturing Optimization Program), (ii) charges of $1.8 billion for 2024 (including charges of $1.2 billion our Manufacturing Optimization Program and charges of $571 million for our Realigning our Cost Base Program) and (iii) charges of $1.5 billion for 2023 (including charges of $1.4 billion for our Realigning our Cost Base Program and charges of $3 million for our Transforming to a More Focused Company program, that we have substantially completed). For 2025 and 2024, Employee terminations include revisions of estimates of previously recorded accruals for severance benefits, driven in large part by higher-than-expected voluntary attrition.
(b)Represents external costs for banking, legal, accounting and other similar services.
(c)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. 2023 costs mostly relate to our acquisition of Seagen, including $476 million that was recognized as a post-closing compensation expense for payments to Seagen employees in the fourth quarter of 2023 for the fair value of long-term incentive awards that vested upon closing and the expense for employee incentive awards issued in contemplation of the merger. See Note 2A.
(d)Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.
(e)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, January 1, 2024
$1,978 $— $11 $1,988 
Provision1,152 432 403 1,987 
Utilization and other(a)
(1,083)(432)(341)(1,856)
Balance, December 31, 2024(b)
2,046 — 74 2,120 
Provision684 349 59 1,092 
Utilization and other(a)
(947)(349)(6)(1,302)
Balance, December 31, 2025(c)
$1,783 $ $127 $1,910 
(a)Other activity includes adjustments for foreign currency translation that are not material to our consolidated financial statements.
(b)Included in Other current liabilities ($1.7 billion) and Other noncurrent liabilities ($437 million).
(c)Included in Other current liabilities ($1.4 billion) and Other noncurrent liabilities ($466 million).