Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 24, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41380 | |
Entity Registrant Name | Bausch & Lomb Corp | |
Entity Incorporation, State or Country Code | Z4 | |
Entity Tax Identification Number | 98-1613662 | |
Entity Address, Address Line One | 520 Applewood Crescent, | |
Entity Address, City or Town | Vaughan | |
Entity Address, State or Province | ON | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | L4K 4B4 | |
City Area Code | 905 | |
Local Phone Number | 695-7700 | |
Title of 12(b) Security | Common Shares, No Par Value | |
Trading Symbol | BLCO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 351,895,407 | |
Entity Central Index Key | 0001860742 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 285 | $ 331 |
Restricted cash | 17 | 3 |
Trade receivables, net | 986 | 839 |
Inventories, net | 1,069 | 1,028 |
Prepaid expenses and other current assets (Note 4) | 412 | 541 |
Total current assets | 2,769 | 2,742 |
Property, plant and equipment, net | 1,430 | 1,390 |
Intangible assets, net | 3,437 | 3,589 |
Goodwill | 4,538 | 4,575 |
Deferred tax assets, net | 827 | 921 |
Other non-current assets (Note 4) | 249 | 225 |
Total assets | 13,250 | 13,442 |
Current liabilities: | ||
Accounts payable (Note 4) | 405 | 522 |
Accrued and other current liabilities | 1,241 | 1,027 |
Current portion of long-term debt | 30 | 30 |
Total current liabilities | 1,676 | 1,579 |
Deferred tax liabilities, net | 14 | 14 |
Other non-current liabilities | 378 | 397 |
Long-term debt | 4,602 | 4,532 |
Total liabilities | 6,670 | 6,522 |
Commitments and contingencies (Note 16) | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 351,834,173 and 350,913,804 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in capital | 8,382 | 8,349 |
Accumulated deficit | (572) | (254) |
Accumulated other comprehensive loss | (1,306) | (1,245) |
Total Bausch + Lomb Corporation shareholders’ equity | 6,504 | 6,850 |
Noncontrolling interest | 76 | 70 |
Total equity | 6,580 | 6,920 |
Total liabilities and equity | $ 13,250 | $ 13,442 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 351,834,173 | 350,913,804 |
Common shares, outstanding (in shares) | 351,834,173 | 350,913,804 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Total revenues | $ 1,216 | $ 1,035 | $ 2,315 | $ 1,966 |
Expenses | ||||
Selling, general and administrative (Note 4) | 535 | 417 | 1,039 | 835 |
Research and development | 84 | 85 | 166 | 162 |
Amortization of intangible assets | 74 | 56 | 148 | 113 |
Other expense, net | 14 | 17 | 23 | 26 |
Total expenses | 1,190 | 992 | 2,283 | 1,925 |
Operating income | 26 | 43 | 32 | 41 |
Interest income | 3 | 5 | 6 | 8 |
Interest expense | (102) | (58) | (201) | (108) |
Foreign exchange and other | (3) | (9) | (3) | (15) |
Loss before provision for income taxes | (76) | (19) | (166) | (74) |
Provision for income taxes | (72) | (10) | (145) | (43) |
Net loss | (148) | (29) | (311) | (117) |
Net income attributable to noncontrolling interest | (3) | (3) | (7) | (5) |
Net loss attributable to Bausch + Lomb Corporation | $ (151) | $ (32) | $ (318) | $ (122) |
Basic loss per share attributable to Bausch + Lomb Corporation (in usd per share) | $ (0.43) | $ (0.09) | $ (0.90) | $ (0.35) |
Diluted loss per share attributable to Bausch + Lomb Corporation (in usd per share) | $ (0.43) | $ (0.09) | $ (0.90) | $ (0.35) |
Basic weighted-average common shares (in shares) | 351.8 | 350.5 | 351.5 | 350.3 |
Diluted weighted-average common shares (in shares) | 351.8 | 350.5 | 351.5 | 350.3 |
Product sales | ||||
Revenues | ||||
Total revenues | $ 1,213 | $ 1,031 | $ 2,307 | $ 1,959 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 482 | 417 | 905 | 788 |
Other revenues | ||||
Revenues | ||||
Total revenues | 3 | 4 | 8 | 7 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 1 | $ 0 | $ 2 | $ 1 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (148) | $ (29) | $ (311) | $ (117) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (21) | (10) | (62) | 11 |
Pension and postretirement benefit plan adjustments, net of income taxes | 1 | 1 | 0 | (1) |
Other comprehensive (loss) income | (20) | (9) | (62) | 10 |
Comprehensive loss | (168) | (38) | (373) | (107) |
Comprehensive income attributable to noncontrolling interest | (6) | (3) | (6) | (4) |
Comprehensive loss attributable to Bausch + Lomb Corporation | $ (174) | $ (41) | $ (379) | $ (111) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Bausch + Lomb Corporation Shareholders’ Equity | Common Shares | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2022 | 350,000,000 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 7,101 | $ 7,033 | $ 0 | $ 8,285 | $ 6 | $ (1,258) | $ 68 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 500,000 | ||||||
Share-based compensation | 42 | 42 | 42 | ||||
Employee withholding taxes related to share-based awards | (6) | (6) | (6) | ||||
Net (loss) income | (117) | (122) | (122) | 5 | |||
Other comprehensive income (loss) | 10 | 11 | 11 | (1) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 350,500,000 | ||||||
Ending Balance at Jun. 30, 2023 | 7,030 | 6,958 | $ 0 | 8,321 | (116) | (1,247) | 72 |
Beginning Balance (in shares) at Mar. 31, 2023 | 350,200,000 | ||||||
Beginning Balance at Mar. 31, 2023 | 7,052 | 6,983 | $ 0 | 8,305 | (84) | (1,238) | 69 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 300,000 | ||||||
Share-based compensation | 18 | 18 | 18 | ||||
Employee withholding taxes related to share-based awards | (2) | (2) | (2) | ||||
Net (loss) income | (29) | (32) | (32) | 3 | |||
Other comprehensive income (loss) | (9) | (9) | (9) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 350,500,000 | ||||||
Ending Balance at Jun. 30, 2023 | $ 7,030 | 6,958 | $ 0 | 8,321 | (116) | (1,247) | 72 |
Beginning Balance (in shares) at Dec. 31, 2023 | 350,913,804 | 350,900,000 | |||||
Beginning Balance at Dec. 31, 2023 | $ 6,920 | 6,850 | $ 0 | 8,349 | (254) | (1,245) | 70 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 900,000 | ||||||
Share-based compensation | 41 | 41 | 41 | ||||
Employee withholding taxes related to share-based awards | (8) | (8) | (8) | ||||
Net (loss) income | (311) | (318) | (318) | 7 | |||
Other comprehensive income (loss) | $ (62) | (61) | (61) | (1) | |||
Ending Balance (in shares) at Jun. 30, 2024 | 351,834,173 | 351,800,000 | |||||
Ending Balance at Jun. 30, 2024 | $ 6,580 | 6,504 | $ 0 | 8,382 | (572) | (1,306) | 76 |
Beginning Balance (in shares) at Mar. 31, 2024 | 351,400,000 | ||||||
Beginning Balance at Mar. 31, 2024 | 6,729 | 6,659 | $ 0 | 8,363 | (421) | (1,283) | 70 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 400,000 | ||||||
Share-based compensation | 22 | 22 | 22 | ||||
Employee withholding taxes related to share-based awards | (3) | (3) | (3) | ||||
Net (loss) income | (148) | (151) | (151) | 3 | |||
Other comprehensive income (loss) | $ (20) | (23) | (23) | 3 | |||
Ending Balance (in shares) at Jun. 30, 2024 | 351,834,173 | 351,800,000 | |||||
Ending Balance at Jun. 30, 2024 | $ 6,580 | $ 6,504 | $ 0 | $ 8,382 | $ (572) | $ (1,306) | $ 76 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (311) | $ (117) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 220 | 184 |
Amortization and write-off of debt premiums, discounts and issuance costs | 10 | 6 |
Asset impairments | 5 | 0 |
Allowances for losses on trade receivables and inventories | 12 | 10 |
Deferred income taxes | 68 | (19) |
Gain on sale of assets | (5) | 0 |
Share-based compensation | 41 | 42 |
Foreign exchange gain | 4 | 9 |
Gain excluded from hedge effectiveness | (6) | (6) |
Amortization of interim contract and inventory step-up resulting from acquisitions | 40 | 0 |
Other | (19) | (2) |
Changes in operating assets and liabilities: | ||
Trade receivables | (166) | (74) |
Inventories | (113) | (82) |
Prepaid expenses and other current assets | 137 | (34) |
Accounts payable, accrued and other liabilities | 139 | 3 |
Net cash provided by (used in) operating activities | 56 | (80) |
Cash Flows From Investing Activities | ||
Acquisitions and other investments | (2) | (34) |
Purchases of property, plant and equipment | (139) | (64) |
Purchases of marketable securities | (5) | (11) |
Proceeds from sale of marketable securities | 7 | 10 |
Proceeds from sale of assets and businesses, net of costs to sell | 2 | 1 |
Interest settlements from cross-currency swaps | 6 | 6 |
Net cash used in investing activities | (131) | (92) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 125 | 200 |
Repayments of debt | (65) | (13) |
Payment of employee withholding taxes related to share-based awards | (8) | (6) |
Net cash provided by financing activities | 52 | 181 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (9) | 3 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (32) | 12 |
Cash and cash equivalents and restricted cash, beginning of period | 334 | 380 |
Cash and cash equivalents and restricted cash, end of period | 302 | 392 |
Non-cash Investing and Financing Activities | ||
Accrued purchases of property, plant and equipment | $ 49 | $ 26 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Overview Bausch + Lomb Corporation (“Bausch + Lomb” or the “Company”) is a leading global eye health company dedicated to protecting and enhancing the gift of sight for millions of people around the world – from the moment of birth through every phase of life. The Company operates in three reportable segments: (i) Vision Care segment which includes both a contact lens business and a consumer eye care business that consists of contact lens care products, over-the-counter (“OTC”) eye drops and eye vitamins, (ii) Pharmaceuticals segment which consists of a broad line of proprietary and generic pharmaceutical products for post-operative treatments and treatments for a number of eye conditions, such as glaucoma, eye inflammation, ocular hypertension, dry eyes and retinal diseases and (iii) Surgical segment which consists of medical device equipment, consumables, instruments and technologies for the treatment of cataracts, corneal and vitreous and retinal eye conditions, which includes intraocular lenses (“IOLs”) and delivery systems, phacoemulsification equipment and other surgical instruments and devices necessary for ophthalmic surgery. See Note 17, “SEGMENT INFORMATION” for additional information regarding these reportable segments. Bausch + Lomb is a subsidiary of Bausch Health Companies Inc. (“BHC”), with BHC holding, directly or indirectly, approximately 88.2% of the issued and outstanding common shares of Bausch + Lomb as of July 24, 2024 . Separation of Bausch + Lomb from BHC On August 6, 2020, BHC announced its plan to separate Bausch + Lomb into an independent, publicly traded company, separate from the remainder of BHC (the “Separation”), commencing with an initial public offering of Bausch + Lomb's common shares (as further described below). Prior to January 1, 2022, Bausch + Lomb had nominal assets and liabilities. In connection with the B+L IPO (as defined below), BHC transferred to Bausch + Lomb, in a series of steps, all the entities, assets, liabilities and obligations that Bausch + Lomb held upon completion of the B+L IPO pursuant to a Master Separation Agreement (the “MSA”) with BHC. The registration statement related to the initial public offering (the “IPO”) of Bausch + Lomb’s common shares (the “B+L IPO”) was declared effective on May 5, 2022, and Bausch + Lomb’s common shares began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the ticker symbol “BLCO”, on May 6, 2022. Bausch + Lomb also obtained a final receipt to its Canadian base PREP prospectus on May 5, 2022. Prior to the B+L IPO, Bausch + Lomb was a wholly-owned subsidiary of BHC. As of July 24, 2024, BHC directly or indirectly held 310,449,643 common shares of Bausch + Lomb, which represented approximately 88.2% of the issued and outstanding common shares of Bausch + Lomb. The completion of the full Separation of Bausch + Lomb, which includes the transfer of all or a portion of BHC’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders (the “Distribution”), is subject to the achievement of targeted debt leverage ratios and the receipt of applicable shareholder and other necessary approvals and other factors and is subject to various risk factors relating to the Separation. Bausch + Lomb understands that BHC continues to believe that completing the Separation makes strategic sense and that BHC continues to evaluate all relevant factors and considerations related to completing the Separation, including those factors described in BHC’s public filings. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited financial statements for all periods presented are referred to as “Condensed Consolidated Financial Statements”, and have been prepared by the Company in United States (“U.S.”) dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations for reporting on Form 10-Q, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, certain information and disclosures required by U.S. GAAP for complete Consolidated Financial Statements are not included herein. Accordingly, these notes to the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators (the “CSA”) on February 21, 2024. The unaudited Condensed Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2023. The unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Following the B+L IPO, certain functions that BHC provided to Bausch + Lomb prior to the B+L IPO were provided and, in some limited cases, continue to be provided to Bausch + Lomb by BHC under a Transition Services Agreement (the “TSA”) or are performed using Bausch + Lomb’s own resources or third-party service providers. Bausch + Lomb has incurred certain costs in its establishment as a standalone public company, and expects additional ongoing costs associated with operating as an independent, publicly traded company. See Note 4, “RELATED PARTIES” for further information regarding agreements between Bausch + Lomb and BHC. Use of Estimates In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that certain global macroeconomic conditions, including, but not limited to, those related to inflation and supply chain, will have on the Company's operations and cash flows. The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. All estimates in these Condensed Consolidated Financial Statements are based on assumptions that management believes are reasonable. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company's business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company's business, financial condition, cash flows and results of operations could be materially impacted. Adoption of New Accounting Standards There were no new accounting standards adopted during the six months ended June 30, 2024. Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. Retrospective application is required for all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU is effective for the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2025. Early adoption is permitted and may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adoption of this ASU on its disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Revenue Recognition The Company’s revenues are primarily generated from product sales in the therapeutic areas of eye health that consist of: (i) branded prescription eye-medications and pharmaceuticals, (ii) generic and branded generic prescription eye medications and pharmaceuticals, (iii) OTC vitamin and supplement products and (iv) medical devices (contact lenses, IOLs and ophthalmic surgical equipment). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 17, “SEGMENT INFORMATION” for the disaggregation of revenues. The Company recognizes revenue when the customer obtains control of promised goods or services and in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, the Company applies the five-step revenue model to contracts within its scope: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Product Sales A contract with the Company’s customers exists for each product sale. Where a contract with a customer contains more than one performance obligation, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The transaction price is adjusted for variable consideration which is discussed further below. The Company recognizes revenue for product sales at a point in time, when the customer obtains control of the products in accordance with contracted delivery terms, which is generally upon shipment or customer receipt. Contracted delivery terms will vary by customer and geography. In the U.S., control is generally transferred to the customer upon receipt. Revenue from sales of surgical equipment and related software is generally recognized upon delivery and installation of the equipment. IOLs and delivery systems, disposable surgical packs and other surgical instruments are distinct from the surgical equipment and may be sold together with the surgical equipment in a single contract or on a standalone basis. Revenue from the sale of delivery systems, disposable surgical packs and other surgical instruments is recognized in accordance with the contracted delivery terms, generally upon shipment or customer receipt. IOLs are sold primarily on a consignment basis and revenue is recognized upon notification of use, which typically occurs when a replacement order is placed. When a sale transaction in the Surgical segment contains multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative standalone sales price and revenue is recognized upon satisfaction of each performance obligation. Product Sales Provisions As is customary in the eye health industry, gross product sales of certain product categories are subject to a variety of deductions in arriving at reported net product sales. The transaction price for such product categories is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers. Provisions for variable consideration are established to reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2024 $ 141 $ 66 $ 226 $ 67 $ 18 $ 518 Current period provision 208 48 688 318 37 1,299 Payments and credits (215) (36) (481) (323) (25) (1,080) Reserve balance, June 30, 2024 $ 134 $ 78 $ 433 $ 62 $ 30 $ 737 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $39 million and $35 million as of June 30, 2024 and January 1, 2024, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. For the six months ended June 30, 2024, included in Payments and credits in the table above, are payments made, or to be made, by Novartis, on behalf of the Company, in accordance with the agreements associated with the XIIDRA Acquisition (as defined below). Six Months Ended June 30, 2023 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2023 $ 146 $ 59 $ 188 $ 73 $ 18 $ 484 Current period provision 180 36 280 268 11 775 Payments and credits (195) (32) (274) (279) (4) (784) Reserve balance, June 30, 2023 $ 131 $ 63 $ 194 $ 62 $ 25 $ 475 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $49 million and $35 million as of June 30, 2023 and January 1, 2023, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. Contract Assets and Contract Liabilities There are no contract assets for any period presented. Contract liabilities consist of deferred revenue, the balance of which is not material to any period presented. Allowance for Credit Losses An allowance is maintained for potential credit losses. The Company estimates the current expected credit loss on its receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of collaterals (if any), and any relevant current and reasonably supportable future economic factors. Additionally, the Company generally estimates the expected credit loss on a pooled basis when customers are deemed to have similar risk characteristics. Trade receivable balances are written off against the allowance when it is deemed probable that the trade receivable will not be collected. Trade receivables, net are stated net of certain sales provisions and the allowance for credit losses. The activity in the allowance for credit losses for trade receivables for the six months ended June 30, 2024 and 2023 is as follows: Six Months Ended June 30, (in millions) 2024 2023 Balance, beginning of period $ 21 $ 22 Provision 2 2 Write-offs (1) (1) Foreign exchange and other (1) (1) Balance, end of period $ 21 $ 22 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Prior to May 10, 2022, Bausch + Lomb had been managed and operated in the ordinary course of business with other affiliates of BHC. Accordingly, certain corporate and shared costs prior to May 10, 2022 were allocated to Bausch + Lomb and reflected as expenses in the unaudited Condensed Consolidated Financial Statements. On May 10, 2022, Bausch + Lomb became an independent publicly traded company. As of July 24, 2024, BHC directly or indirectly held 310,449,643 common shares of Bausch + Lomb, which represented approximately 88.2% of the issued and outstanding common shares of Bausch + Lomb. Additionally, there have been no sales made to related parties for all periods presented. Accounts Receivable and Payable Certain transactions between Bausch + Lomb and BHC and affiliate businesses are cash-settled on a current basis and, therefore, are reflected in the Condensed Consolidated Balance Sheets. Amounts payable to BHC and its affiliates related to related party transactions were $33 million and $43 million as of June 30, 2024 and December 31, 2023, respectively, and are included within Accounts payable in the Condensed Consolidated Balance Sheets. Amounts due from BHC and its affiliates related to related party transactions were $43 million and $55 million as of June 30, 2024 and December 31, 2023, respectively, of which $24 million and $36 million are included within Prepaid expenses and other current assets and $19 million and $19 million are included within Other non-current assets on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively. These amounts are inclusive of the receivables and payables associated with the separation agreements entered into in connection with the B+L IPO, as discussed below. Separation Agreement with BHC In connection with the completion of the B+L IPO, the Company entered into the MSA, that, together with the other agreements summarized herein, govern the relationship between BHC and the Company following the completion of the B+L IPO. Other agreements that the Company entered into with BHC that govern aspects of Bausch + Lomb’s relationship with BHC following the B+L IPO include: • Transition Services Agreement - In connection with the completion of the B+L IPO, Bausch + Lomb has entered into the TSA with BHC to provide each other, on a transitional basis, certain administrative, human resources, treasury and support services and other assistance, for a limited time to help ensure an orderly transition following the B+L IPO. The TSA specifies the calculation of Bausch + Lomb costs and receipts for these services. Under the TSA, Bausch + Lomb has received certain services from BHC, including information technology services, technical and engineering support, application support for operations, legal, payroll, finance, tax and accounting, general administrative services and other support services, and has also provided certain similar services to BHC. Individual services provided under the TSA have been scheduled for a specific period, generally ranging from six • Tax Matters Agreement - In connection with the completion of the B+L IPO, Bausch + Lomb has entered into a Tax Matters Agreement with BHC that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes following the B+L IPO. • Employee Matters Agreement - In connection with the completion of the B+L IPO, Bausch + Lomb has entered into an Employee Matters Agreement with BHC that governs, among other things, the allocation of employee-related liabilities, the mechanics for the transfer of Bausch + Lomb employees, the treatment of outstanding equity awards and the treatment of Bausch + Lomb employees’ participation in BHC’s retirement and health and welfare plans. During July 2024, Bausch + Lomb and BHC entered into an Amended and Restated Employee Matters Agreement which modifies the treatment of certain equity awards. In addition to the previously discussed agreements, Bausch + Lomb has entered into certain other agreements with BHC including, but not limited to, the Intellectual Property Matters Agreement and the Real Estate Matters Agreement that provide a framework for the ongoing relationship with BHC. |
ACQUISITIONS AND LICENSING AGRE
ACQUISITIONS AND LICENSING AGREEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
ACQUISITIONS AND LICENSING AGREEMENTS | ACQUISITIONS AND LICENSING AGREEMENTS 2024 Acquisitions During July 2024, the Company, through an affiliate had acquired Trukera Medical, from its private equity owner, AccelMed Partners, and other shareholders. Trukera Medical, a U.S.-based privately held ophthalmic medical diagnostic company, commercializes ScoutPro ® , a point-of-care portable device for precisely measuring osmolarity, or the salt content of a person’s tears. This acquisition is expected to expand the Company's presence in the dry eye market. As this transaction closed during July 2024, the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. 2023 Acquisitions Acquisition of XIIDRA ® On June 30, 2023, a wholly owned subsidiary of the Company, Bausch + Lomb Ireland Limited, entered into a Stock and Asset Purchase Agreement (the “Acquisition Agreement”) with Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) and, solely for purposes of guaranteeing certain obligations of the acquiring entity under the Acquisition Agreement, the Company, to acquire XIIDRA ® (lifitegrast ophthalmic solution) and certain other ophthalmology assets (the “XIIDRA Acquisition”). On September 29, 2023, under the terms of the Acquisition Agreement, the Company, through its affiliate, consummated the XIIDRA Acquisition for: (i) an up-front cash payment of $1,750 million, (ii) the assumption of certain pre-existing milestone payments and (iii) potential future milestone obligations. As of the acquisition date, the Company recognized contingent consideration liabilities of $34 million, in the aggregate, related to assumed pre-existing milestones and potential future milestones. The Company reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value. See Note 6, “FAIR VALUE MEASUREMENTS” for additional information regarding the fair value assessment of the acquisition-related contingent consideration liabilities. The XIIDRA Acquisition complements Bausch + Lomb’s existing dry eye franchise that includes eye and contact lens drops from the Company’s consumer brand franchises and novel treatments within its pharmaceutical business, such as MIEBO ® (perfluorohexyloctane ophthalmic solution). The XIIDRA Acquisition has been accounted for as a business combination under the acquisition method of accounting. The assets acquired and liabilities assumed are included within the Company's Pharmaceuticals segment. As of the acquisition date, the Company allocated the aggregate purchase consideration of $1,753 million based on estimated fair values, which included recording $1,600 million of identifiable intangible assets, $130 million of other net assets, and $23 million of goodwill. See Note 4, “ACQUISITIONS AND LICENSING AGREEMENTS” in the Annual Report for additional information regarding the XIIDRA Acquisition, including further detail regarding the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed, as part of the XIIDRA Acquisition, has not yet been finalized as of June 30, 2024. The areas that could be subject to change primarily relate to income tax matters. The Company will finalize these amounts no later than one year from the acquisition date. Acquisition of Blink ® Product Line On July 6, 2023, the Company announced that it had consummated a transaction with Johnson & Johnson Vision, pursuant to which the Company, through an affiliate, had acquired the Blink ® product line of eye and contact lens drops, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops and Blink-N-Clean ® Lens Drops. This acquisition was made by the Company to continue to grow its global over-the-counter business. Under the terms of the purchase agreement, the Company, through an affiliate, acquired the Blink ® product line of eye and contact lens drops for an up-front cash payment of $107 million, which was paid on the closing of the transaction. The Company accounted for the transaction as an asset acquisition. The acquired assets are included within the Company's Vision Care segment. See Note 4, “ACQUISITIONS AND LICENSING AGREEMENTS” in the Annual Report for additional information regarding the acquisition of the Blink ® product line. Acquisition of AcuFocus, Inc. On January 17, 2023, the Company acquired AcuFocus, Inc. ("AcuFocus") for an up-front payment of $35 million, $31 million of which was paid in January 2023, with the remaining purchase price paid during the 18 months following the date of the transaction . AcuFocus is an ophthalmic medical device company. The acquisition was made by the Company to acquire breakthrough small aperture intraocular technology for certain cataract patients. The acquisition of AcuFocus has been accounted for as a business combination under the acquisition method of accounting. The AcuFocus business is included within the Surgical segment. Additional contingent payments may become due upon achievement of future sales milestones. At the time of acquisition, the acquisition-related contingent consideration liability related to this transaction was approximately $5 million, which the Company reassesses each quarter for changes in fair value. See Note 6, “FAIR VALUE MEASUREMENTS” for additional information regarding the fair value assessment of the acquisition-related contingent consideration liabilities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: June 30, 2024 December 31, 2023 (in millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents $ 48 $ 43 $ 5 $ — $ 44 $ 36 $ 8 $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 1 $ — $ 1 $ — Liabilities: Acquisition-related contingent consideration $ 44 $ — $ — $ 44 $ 44 $ — $ — $ 44 Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 4 $ — $ 4 $ — Cross-currency swaps $ 58 $ — $ 58 $ — $ 84 $ — $ 84 $ — Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of three months or less when purchased, and are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature. There were no transfers into or out of Level 3 during the six months ended June 30, 2024 and 2023. Cross-currency Swaps The Company uses cross-currency swaps to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its Condensed Consolidated Financial Statements from fluctuation in exchange rates. The euro-denominated net investment being hedged is the Company’s investment in certain euro-denominated subsidiaries. As of June 30, 2024, these swaps had an aggregate notional value of $1,000 million. The assets and liabilities associated with the Company's cross-currency swaps as included in the Condensed Consolidated Balance Sheets are as follows: (in millions) June 30, December 31, Other non-current liabilities $ 64 $ 90 Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ 58 $ 84 The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Loss and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) recognized in Other comprehensive loss $ 6 $ (17) $ 26 $ (23) Gain excluded from assessment of hedge effectiveness $ 3 $ 3 $ 6 $ 6 Location of gain of excluded component Interest expense Interest Expense No portion of the cross-currency swaps were ineffective for the six months ended June 30, 2024 and 2023. The Company received $6 million in interest settlements for each of the six months ended June 30, 2024 and 2023, which are reported as investing activities in the Condensed Consolidated Statements of Cash Flows. Foreign Currency Exchange Contracts The Company enters into foreign currency exchange contracts to economically hedge the foreign exchange exposure on certain of the Company's intercompany balances. As of June 30, 2024, these contracts had an aggregate notional amount of $328 million. The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (1) $ (4) Prepaid expenses and other current assets $ 1 $ 1 Net fair value $ — $ (3) The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) related to changes in fair value $ — $ — $ 3 $ (2) Gain related to settlements $ — $ 2 $ 1 $ 3 Acquisition-related Contingent Consideration Obligations Acquisition-related contingent consideration, which primarily consists of potential milestone payments, is recorded in the Condensed Consolidated Balance Sheets at its acquisition date estimated fair value, in accordance with the acquisition method of accounting. The fair value of the acquisition-related contingent consideration is remeasured each reporting period, with changes in fair value recorded in the Condensed Consolidated Statements of Operations. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting. The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At June 30, 2024, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 11% to 28%, and a weighted average risk-adjusted discount rate of 11%. The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at June 30, 2024. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2024 and 2023: (in millions) 2024 2023 Balance, as of January 1, $ 44 $ 4 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 2 $ 1 Fair value adjustments due to changes in estimates of future payments (1) — Acquisition-related contingent consideration adjustments 1 1 Additions (Note 5) — 5 Payments/Settlements (1) — Balance, as of June 30, 44 10 Current portion included in Accrued and other current liabilities 4 4 Non-current portion $ 40 $ 6 Fair Value of Long-term Debt The fair value of long-term debt as of June 30, 2024 and December 31, 2023 was $4,704 million and $4,668 million, respectively, and was estimated using the quoted market prices for similar debt issuances (Level 2). |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 279 $ 261 Work in process 93 100 Finished goods 697 667 $ 1,069 $ 1,028 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: June 30, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 4,322 $ (2,699) $ 1,623 $ 4,342 $ (2,581) $ 1,761 Corporate brands 84 (14) 70 85 (11) 74 Product rights/patents 992 (963) 29 993 (954) 39 Technology and other 76 (64) 12 75 (63) 12 Total finite-lived intangible assets 5,474 (3,740) 1,734 5,495 (3,609) 1,886 Acquired in-process research and development intangible asset 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 7,177 $ (3,740) $ 3,437 $ 7,198 $ (3,609) $ 3,589 Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Other expense, net in the Condensed Consolidated Statements of Operations. Bausch + Lomb continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are present. Asset impairments during the six months ended June 30, 2024 were $5 million related to a product brand discontinuation. Asset impairments during the six months ended June 30, 2023 were not material. Estimated amortization expense of finite-lived intangible assets for the remainder of 2024 and the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2024 2025 2026 2027 2028 2029 Thereafter Total Amortization $ 138 $ 240 $ 209 $ 207 $ 207 $ 206 $ 527 $ 1,734 Goodwill The changes in the carrying amounts of goodwill during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: (in millions) Vision Care Pharmaceuticals Surgical Total Balance, January 1, 2023 $ 3,549 $ 645 $ 313 $ 4,507 Acquisitions (Note 5) — 23 8 31 Foreign exchange 7 25 5 37 Balance, December 31, 2023 3,556 693 326 4,575 Foreign exchange (12) (23) (2) (37) Balance, June 30, 2024 $ 3,544 $ 670 $ 324 $ 4,538 Goodwill is not amortized but is tested for impairment at least annually as of October 1st at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. Bausch + Lomb performs its annual impairment test by first assessing qualitative factors. Where the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed for that reporting unit (Step 1). 2023 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2023 by performing a quantitative assessment for each of its reporting units. The quantitative assessment utilized long-term growth rates of 2.0% and 3.0% and discount rates ranging from 10.25% and 11.50%, in estimation of the fair value of the reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 25%, and, therefore, there was no impairment to goodwill. June 30, 2024 Interim Goodwill Impairment Assessment No events occurred or circumstances changed during the period from October 1, 2023 (the last time goodwill was tested for all reporting units) through June 30, 2024 that would indicate that the fair value of any reporting unit might be below its carrying value. If market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future. There were no goodwill impairment charges from October 1, 2023 through June 30, 2024. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) June 30, December 31, Product Rebates $ 394 $ 191 Employee Compensation and Benefit Costs 218 233 Product Returns 78 66 Discounts and Allowances 67 84 Professional Fees 64 53 Advertising and Promotion 55 45 Other 365 355 $ 1,241 $ 1,027 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of issuance costs consist of the following: June 30, 2024 December 31, 2023 (in millions) Maturity Principal Amount Net of Issuance Costs Principal Amount Net of Issuance Costs Senior Secured Credit Facilities Revolving Credit Facility May 2027 $ 350 $ 350 $ 275 $ 275 May 2027 Term Facility May 2027 2,450 2,416 2,462 2,423 September 2028 Term Facility September 2028 496 486 499 487 Senior Secured Notes 8.375% Secured Notes October 2028 1,400 1,380 1,400 1,377 Total long-term debt $ 4,696 4,632 $ 4,636 4,562 Less: Current portion of long-term debt 30 30 Non-current portion of long-term debt $ 4,602 $ 4,532 Senior Secured Credit Facilities On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “Credit Agreement”, and the credit facilities thereunder, the “Credit Facilities”). Prior to the September 2023 Credit Facility Amendment (as defined below), the Credit Agreement provided for a term loan of $2,500 million with a five-year term to maturity (the “May 2027 Term Facility”) and a five-year revolving credit facility of $500 million (the “Revolving Credit Facility”). On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility secured on a pari passu basis with the Company’s existing May 2027 Term Facility. This incremental term loan facility was entered into in the form of an incremental amendment (the "September 2023 Credit Facility Amendment") to the Company’s existing Credit Agreement (the Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “Amended Credit Agreement”) and consisted of borrowings of $500 million in new term B loans with a five-year term to maturity (the "September 2028 Term Facility" and, together with the May 2027 Term Facility and the Revolving Credit Facility, the “Senior Secured Credit Facilities”). A portion of the proceeds from the September 2028 Term Facility and October 2028 Secured Notes (as defined below) were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 5, “ACQUISITIONS AND LICENSING AGREEMENTS”) and related acquisition and financing costs. On April 19, 2024, Bausch + Lomb entered into a Suspension of Rights Agreement (the “Suspension of Rights Agreement”) with respect to the Credit Agreement, pursuant to which Canadian dollar-denominated loans will cease to be available from June 28, 2024 until such date as the parties enter into an amendment of the Credit Agreement (a “CDOR Replacement Amendment”) to replace the Canadian Dollar Offered Rate with an alternative benchmark with respect to Canadian dollar-denominated loans. The Senior Secured Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions. The May 2027 Term Facility and September 2028 Term Facility are denominated in U.S. dollars, and borrowings under the Revolving Credit Facility may be made available in U.S. dollars, euros and pounds sterling (and, subject to effectiveness of a CDOR Replacement Amendment, Canadian dollars). As of June 30, 2024, the principal amounts outstanding under the May 2027 Term Facility and September 2028 Term Facility were $2,450 million and $496 million, respectively. As of June 30, 2024, the Company had $350 million of outstanding borrowings, $29 million of issued and outstanding letters of credit and remaining availability, subject to certain customary conditions, of $121 million under its Revolving Credit Facility. Borrowings under the Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a term Secured Overnight Financing Rate (“SOFR”)-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars, when available pursuant to the Suspension of Rights Agreement and the effectiveness of a CDOR Replacement Amendment, will bear interest at a rate to be agreed between the parties, (iii) euros bear interest at a rate per annum equal to EURIBOR and (iv) pounds sterling bear interest at a rate per annum equal to Sterling Overnight Index Average ("SONIA") (provided, however, that the term SOFR-based rate, EURIBOR and SONIA shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall be no less than 1.00% per annum at any time), in each case, plus an applicable margin. Term SOFR-based borrowings under the Revolving Credit Facility are subject to a credit spread adjustment of 0.10%. The applicable interest rate margins for borrowings under the Revolving Credit Facility are: (i) between 0.75% to 1.75% with respect to U.S. dollar base rate borrowings and between 1.75% to 2.75% with respect to SOFR, EURIBOR or SONIA borrowings based on Bausch + Lomb’s total net leverage ratio and (ii) after: (x) Bausch + Lomb’s senior unsecured non-credit-enhanced long-term indebtedness for borrowed money receives an investment grade rating from at least two of Standard & Poor’s (“S&P”), Moody’s and Fitch and (y) the May 2027 Term Facility and September 2028 Term Facility have been repaid in full in cash (the “IG Trigger”), between 0.015% to 0.475% with respect to U.S. dollar base rate borrowings and between 1.015% to 1.475% with respect to SOFR, EURIBOR or SONIA borrowings based on Bausch + Lomb’s debt rating. The stated rate of interest for borrowings under the Revolving Credit Facility at June 30, 2024 ranges from 8.18% to 8.19% per annum. In addition, Bausch + Lomb is required to pay commitment fees of 0.25% per annum in respect of the unutilized commitments under the Revolving Credit Facility, payable quarterly in arrears until the IG Trigger and, thereafter, a facility fee between 0.110% to 0.275% of the total revolving commitments, whether used or unused, based on Bausch + Lomb’s debt rating and payable quarterly in arrears. Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees. Borrowings under the May 2027 Term Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (i) a term SOFR-based rate, plus an applicable margin of 3.25% or (ii) a U.S. dollar base rate, plus an applicable margin of 2.25% (provided, however, that the term SOFR-based rate shall be no less than 0.50% per annum at any time and the U.S. dollar base rate shall not be lower than 1.50% per annum at any time). Term SOFR-based borrowings under the May 2027 Term Facility are subject to a credit spread adjustment of 0.10%. The stated rate of interest under the May 2027 Term Facility at June 30, 2024 was 8.69% per annum. Borrowings under the September 2028 Term Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (i) a term SOFR-based rate, plus an applicable margin of 4.00%, or (ii) a U.S. dollar base rate, plus an applicable margin of 3.00% (provided, however, that the term SOFR-based rate shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall not be lower than 1.00% per annum at any time). Term SOFR-based borrowings under the September 2028 Term Facility are not subject to any credit spread adjustment. The stated rate of interest under the September 2028 Term Facility at June 30, 2024 was 9.34% per annum. Subject to certain exceptions and customary baskets set forth in the Amended Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the May 2027 Term Facility and September 2028 Term Facility under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the Amended Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold). These mandatory prepayments may be used to satisfy future amortization. The amortization rate for the May 2027 Term Facility is 1.00% per annum, or $25 million, payable in quarterly installments, and the first installment was paid on September 30, 2022. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2024, the remaining mandatory quarterly amortization payments for the May 2027 Term Facility were $69 million through March 2027, with the remaining term loan balance being due in May 2027. The amortization rate for the September 2028 Term Facility is 1.00% per annum, or $5 million, payable in quarterly installments. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2024, the remaining mandatory quarterly amortization payments for the September 2028 Term Facility were $20 million through June 2028, with the remaining term loan balance being due in September 2028. Senior Secured Notes On September 29, 2023, Bausch + Lomb issued $1,400 million aggregate principal amount of 8.375% Senior Secured Notes due October 2028 (the "October 2028 Secured Notes"). A portion of the proceeds from the October 2028 Secured Notes, along with the proceeds of September 2028 Term Facility, were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 5, “ACQUISITIONS AND LICENSING AGREEMENTS”) and related acquisition-related transaction and financing costs. The October 2028 Secured Notes accrue interest at a rate of 8.375% per year, payable semi-annually in arrears on each April 1 and October 1, which commenced on April 1, 2024. The October 2028 Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Amended Credit Agreement (the “Note Guarantors”). The October 2028 Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the Company’s obligations under the Amended Credit Agreement under the terms of the indenture governing the October 2028 Secured Notes. The October 2028 Secured Notes and the guarantees related thereto rank equally in right of repayment with all of the Company’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’ respective future subordinated indebtedness. The October 2028 Secured Notes and the guarantees related thereto are effectively pari passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the October 2028 Secured Notes and effectively senior to the Company’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the October 2028 Secured Notes are structurally subordinated to: (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the October 2028 Secured Notes and (ii) any of the Company’s debt that is secured by assets that are not collateral. Upon the occurrence of a change in control (as defined in the indenture governing the October 2028 Secured Notes), unless the Company has exercised its right to redeem all of the notes of a series, holders of the October 2028 Secured Notes may require the Company to repurchase such holders' notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase. The October 2028 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture. Prior to October 1, 2025, the Company may redeem the October 2028 Secured Notes in whole or in part at a redemption price equal to the principal amount of the Notes redeemed plus a make-whole premium. Prior to October 1, 2025, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the October 2028 Secured Notes at a redemption price of 108.375% of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption with the proceeds of one or more equity offerings. Weighted Average Stated Rate of Interest The weighted average stated rate of interest for the Company’s outstanding debt obligations as of June 30, 2024 and December 31, 2023 was 8.63% and 8.65%, respectively. Maturities and Mandatory Payments Maturities and mandatory payments of debt obligations for the remainder of 2024, five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2024 $ 15 2025 30 2026 30 2027 2,742 2028 1,879 2029 — Thereafter — Total gross maturities 4,696 Unamortized discounts (64) Total long-term debt and other $ 4,632 Covenant Compliance The Credit Facilities contain customary affirmative and negative covenants and specified events of default. These affirmative and negative covenants include, among other things, and subject to certain qualifications and exceptions, covenants that restrict Bausch + Lomb’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create or permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and amalgamations; transfer and sell certain assets; and engage in transactions with affiliates. The Revolving Credit Facility also contains financial covenants that: (1) prior to the IG Trigger, require Bausch + Lomb to, if, as of the last day of any fiscal quarter of Bausch + Lomb (commencing with the fiscal quarter ending December 31, 2022), loans under the Revolving Credit Facility and swingline loans are outstanding in an aggregate amount greater than 40% of the total commitments in respect of the Revolving Credit Facility at such time, maintain a maximum first lien net leverage ratio of not greater than 4.50:1.00 and (2) after the IG Trigger, require Bausch + Lomb to, as of the last day of each fiscal quarter ending after the IG Trigger, (a) maintain a total leverage ratio of not greater than 4.00:1.00 (provided that such ratio will increase to 4.50:1.00 in connection with certain acquisitions for the four fiscal quarter period commencing with the quarter in which such acquisition is consummated) and (b) maintain an interest coverage ratio of not less than 3.00:1.00. The financial covenant in effect prior to the IG Trigger may be waived or amended without the consent of the term loan facility lenders and contains a customary term loan facility standstill and customary cure rights. The indenture governing the October 2028 Secured Notes also contains negative covenants and events of default that are similar to those contained in the Credit Facilities . As of June 30, 2024, the Company was in compliance with its financial covenants related to its debt obligations. Bausch + Lomb, based on its current forecast for the next twelve months from the date of issuance of these Condensed Consolidated Financial Statements, expects to remain in compliance with its financial covenants and meet its debt service obligations over that same period. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Bausch + Lomb Corporation 2022 Omnibus Incentive Plan Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as amended and restated by the 2023 Plan Amendment (as described below) and as further amended and restated by the 2024 Plan Amendment (as described below), the “Plan”). A total of 28,000,000 common shares of Bausch + Lomb were originally authorized for issuance under the Plan. Effective April 24, 2023, Bausch + Lomb’s shareholders approved an amendment and restatement of the Plan to increase the number of shares authorized for issuance thereunder by an additional 10,000,000 common shares, resulting in an aggregate 38,000,000 common shares of Bausch + Lomb authorized for issuance under the Plan (the “2023 Plan Amendment”). At the Company’s annual meeting of shareholders held on May 29, 2024, Bausch + Lomb’s shareholders approved a further amendment and restatement of the Plan to increase the number of shares authorized for issuance thereunder by an additional 14,000,000 common shares, resulting in an aggregate 52,000,000 common shares of Bausch + Lomb authorized for issuance under the Plan (the “2024 Plan Amendment”). The Plan provides for the grant of various types of awards, including restricted stock units (“RSUs”), restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards. Under the Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions. Approximately 21,000,000 common shares were available for future grants as of June 30, 2024. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. The Talent and Compensation Committee of the Board of Directors approved a Performance Share Unit (“PSU”) award for a limited number of key senior leaders (the “Executives”) as of February 28, 2024, including each of the Company's current named executive officers (Brent Saunders, Sam Eldessouky, Bob Bailey, Yehia Hashad and Andrew Stewart) whose compensation is required to be disclosed pursuant to applicable U.S. and Canadian securities laws (the "OPG PSU"). This OPG PSU award is designed to reward the Executives for achieving significant outperformance of performance goals that the Company believes would ultimately deliver substantial value to the Company's shareholders if achieved. The OPG PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) a relative total shareholder return (“TSR”) metric measured over the three-year period ending December 31, 2026. In the event that the Company’s absolute TSR during such period is negative, then the maximum payout of the OPG PSU award will be capped at 50%. Any OPG PSUs that are earned will vest on February 28, 2027, subject generally to the Executive’s continued employment through such date, except in limited circumstances set forth in the applicable award agreement. The fair value of the OPG PSUs was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. Expense recognized for the OPG PSUs in each reporting period reflects the latest probability of the Company achieving certain revenue targets in determining the number of PSUs that are expected to vest. If the OPG PSUs do not ultimately vest due to the revenue targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. During July 2024, the Talent and Compensation Committee of the Board of Directors approved certain amendments to: (i) the TSR performance metric of certain PSU awards, including the previously granted OPG PSU and (ii) the time-based vesting conditions of awards previously granted to certain eligible recipients in connection with the B+L IPO (the "IPO Founder Grants"). As these amendments were approved during July 2024, the Company is still finalizing the impact on its Condensed Consolidated Financial Statements. The Company will record the impact of these modifications in the quarter ended September 30, 2024. The components and classification of share-based compensation expense related to stock options, PSUs and RSUs directly attributable to those employees specifically identified as Bausch + Lomb employees for the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Stock options $ 2 $ 2 $ 4 $ 6 PSUs/RSUs 20 16 37 36 Share-based compensation expense $ 22 $ 18 $ 41 $ 42 Research and development expenses $ 1 $ 3 $ 2 $ 4 Selling, general and administrative expenses 21 15 39 38 Share-based compensation expense $ 22 $ 18 $ 41 $ 42 Share-based awards granted for the six months ended June 30, 2024 and 2023 consist of: Six Months Ended June 30, 2024 2023 Stock options Granted 1,317,000 3,130,000 Weighted-average exercise price $ 16.85 $ 18.16 Weighted-average grant date fair value $ 4.92 $ 5.40 RSUs Granted 3,322,000 2,888,000 Weighted-average grant date fair value $ 16.74 $ 17.97 TSR performance-based RSUs Granted 826,000 1,175,000 Weighted-average grant date fair value $ 21.21 $ 27.65 Organic Revenue Growth PSUs Granted 379,000 142,000 Weighted-average grant date fair value $ 16.08 $ 17.96 OPG PSUs Granted 1,758,000 — Weighted-average grant date fair value $ 17.04 $ — As of June 30, 2024, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $161 million, which will be amortized over a weighted-average period of 2.17 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2024 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustment $ (1,278) $ (1,217) Pension adjustment, net of tax (28) (28) $ (1,306) $ (1,245) Income taxes are not provided for foreign currency translation adjustments arising on the translation of Bausch + Lomb’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to Bausch + Lomb’s retained earnings for foreign jurisdictions in which Bausch + Lomb is not considered to be permanently reinvested. |
OTHER EXPENSE, NET
OTHER EXPENSE, NET | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE, NET | OTHER EXPENSE, NET Other expense, net for the three and six months ended June 30, 2024 and 2023 consists of: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Asset impairments $ 5 $ — $ 5 $ — Restructuring and integration costs 6 14 17 22 Gain on sale of assets (1) — (5) — Litigation and other matters — — 1 — Acquisition-related costs 1 2 1 3 Acquisition-related contingent consideration — 1 1 1 Other, net 3 — 3 — Other expense, net $ 14 $ 17 $ 23 $ 26 The Company evaluates opportunities to improve its operating results and implements cost savings programs to streamline its operations and eliminate redundant processes and expenses. Restructuring and integration costs include expenses associated with the implementation of these cost savings programs and include expenses associated with reducing headcount and other cost reduction initiatives. Restructuring and integration costs for the six months ended June 30, 2024 and 2023 were $17 million and $22 million, respectively and primarily consist of employee severance costs. These severance costs were provided under an ongoing benefit arrangement and were therefore recorded once they were both probable and reasonably estimable in accordance with the provisions of ASC 712-10, “Nonretirement Postemployment Benefits”. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against a company’s ordinary income, subject to certain limitations on the benefit of losses. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of Bausch + Lomb’s income tax provision requires the use of management forecasts and other estimates, application of statutory income tax rates, and an evaluation of valuation allowances. The Company’s estimated annual effective income tax rate may be revised, if necessary, in each interim period. Provision for income taxes for the six months ended June 30, 2024 was $145 million. The difference between the statutory tax rate and the effective tax rate was primarily attributable to jurisdictional mix of earnings and the discrete tax effects of: (a) the filing of certain tax returns, (b) a change in the deduction for stock compensation and (c) the release of uncertain tax positions where the statute of limitations in certain jurisdictions lapsed. Provision for income taxes for the six months ended June 30, 2023 was $43 million. The difference between the statutory tax rate and the effective tax rate was primarily attributable to jurisdictional mix of earnings and discrete tax effects of establishing a valuation allowance in Canada, the impact of a change in tax attributes, and a change in the deduction for stock compensation. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was $171 million and $150 million as of June 30, 2024 and December 31, 2023, respectively. The increase is related to the losses incurred during the quarter in jurisdictions for which the Company has established a full valuation allowance. The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through 2022. The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2019. During the three months ended September 30, 2023, the Company received a preliminary assessment from the German taxing authority that would disallow certain transfer pricing adjustments. The Company contested this alleged tax deficiency through the appropriate appeals process, and reached a preliminary settlement with the German taxing authority during the three months ended June 30, 2024. The preliminary settlement resulted in the accrual of an immaterial tax cost and will close out the 2014 to 2016 audit period. The Company continues to believe this liability will be indemnified by BHC pursuant to the Tax Matters Agreement. As of June 30, 2024 and December 31, 2023, the Company had $65 million and $68 million of unrecognized tax benefits, which included $9 million and $9 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of June 30, 2024, $57 million would reduce the Company’s effective tax rate, if recognized. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at June 30, 2024 could decrease by $1 million in the next 12 months as a result of the resolution of certain tax audits and other events. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Loss per share attributable to Bausch + Lomb Corporation for the three and six months ended June 30, 2024 and 2023 were calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share amounts) 2024 2023 2024 2023 Net loss attributable to Bausch + Lomb Corporation $ (151) $ (32) $ (318) $ (122) Basic weighted-average common shares outstanding 351.8 350.5 351.5 350.3 Diluted effect of stock options and RSUs — — — — Diluted weighted-average common shares outstanding 351.8 350.5 351.5 350.3 Basic and Diluted Loss per share attributable to Bausch + Lomb Corporation $ (0.43) $ (0.09) $ (0.90) $ (0.35) During the three and six months ended June 30, 2024 and 2023, all potential common shares issuable for RSUs, PSUs and stock options were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for RSUs, PSUs and stock options on the weighted-average number of common shares outstanding would have been approximately 1,238,000 and 1,419,000 common shares for the three and six months ended June 30, 2024 , respectively. The dilutive effect of potential common shares issuable for RSUs, PSUs and stock options on the weighted-average number of common shares outstanding would have been approximately 1,623,000 and 1,452,000 common shares for the three and six months ended June 30, 2023 , respectively. During the three and six months ended June 30, 2024, RSUs, PSUs and stock options to purchase approximately 10,364,000 and 10,315,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. During the three and six months ended June 30, 2024, an additional 3,799,000 IPO Founder Grants in the form of stock options and RSUs, which were granted to certain eligible recipients in connection with the B+L IPO, and an additional 2,877,000 PSUs were not included in the computation of diluted earnings per share as they are either linked to the completion of the Separation or the required performance conditions had not yet been met. During the three and six months ended June 30, 2023, RSUs, PSUs and stock options to purchase approximately 3,199,000 and 4,448,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. During the three and six months ended June 30, 2023, an additional 5,483,000 IPO Founders Grants in the form of stock options and RSUs, which were granted to certain eligible recipients in connection with the B+L IPO, and an additional 892,000 PSUs were not included in the computation of diluted earnings per share as they are either linked to the completion of the Separation or the required performance conditions had not yet been met. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGS Bausch + Lomb is involved, and, from time to time, may become involved, in various legal and administrative proceedings, which include or may include product liability, intellectual property, commercial, tax, antitrust, governmental and regulatory investigations, related private litigation and ordinary course employment-related issues. From time to time, Bausch + Lomb also initiates or may initiate actions or file counterclaims. Bausch + Lomb could be subject to counterclaims or other suits in response to actions it may initiate. Bausch + Lomb believes that the prosecution of these actions and counterclaims is important to preserve and protect Bausch + Lomb, its reputation and its assets. On a quarterly basis, Bausch + Lomb evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued. As of June 30, 2024, Bausch + Lomb’s Condensed Consolidated Balance Sheets includes accrued current loss contingencies of $5 million related to matters which are both probable and reasonably estimable. For all other matters, unless otherwise indicated, Bausch + Lomb cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these proceedings could have a material adverse effect on Bausch + Lomb’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline. Antitrust Generic Pricing Antitrust Litigation BHC’s subsidiaries, Oceanside Pharmaceuticals, Inc., Bausch Health US, LLC (formerly Valeant Pharmaceuticals North America LLC) (“Bausch Health US”), and Bausch Health Americas, Inc. (formerly Valeant Pharmaceuticals International) (“Bausch Health Americas”) (for the purposes of this paragraph, collectively, the “Company”), are defendants in multidistrict antitrust litigation (“MDL”) entitled In re: Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the U.S. District Court for the Eastern District of Pennsylvania (MDL 2724, 16 MD-2724). The lawsuits seek damages under federal and state antitrust laws, state consumer protection and unjust enrichment laws and allege that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals. The lawsuits, which are brought as putative class actions by direct purchasers, end payers, and indirect resellers, and as direct actions by direct purchasers, end payers, insurers, hospitals, pharmacies, and various Counties, Cities, and Towns, are consolidated into the MDL. There are also additional, separate complaints which are consolidated in the same MDL that do not name the Company or any of its subsidiaries as a defendant. State of Connecticut, et al. v. Sandoz, Inc., et al., C.A. No. 2:20-03539 (D. CT, C.A. No. 3:20-00802), in which Bausch Health US and Bausch Health Americas are defendants has been remanded to and is pending in the United States District Court for the District of Connecticut. There are cases pending in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, some of which are in deferred status. The Company disputes the claims against it and these cases will be defended vigorously. Additionally, BHC and certain U.S. and Canadian subsidiaries (for the purposes of this paragraph, collectively “the Company”) have been named as defendants in a proposed class proceeding entitled Kathryn Eaton v. Teva Canada Limited, et al. in the Federal Court in Toronto, Ontario, Canada (Court File No. T-607-20). The plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private sector, alleging that the Company and other defendants violated the Competition Act by conspiring to allocate the market, fix prices, and maintain the supply of generic drugs, and seeking damages under federal law. The proposed class action contains similar allegations to the In re: Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States Court for the Eastern District of Pennsylvania. The Company disputes the claims against it and this case will be defended vigorously. These lawsuits cover products of both Bausch + Lomb and BHC’s other businesses. It is anticipated that Bausch + Lomb and BHC will split the fees and expenses associated with defending these claims, as well as any potential damages or other liabilities awarded in or otherwise arising from these claims, in the manner set forth in the MSA. Product Liability Shower to Shower ® Products Liability Litigation Since 2016, BHC and its affiliates, including Bausch + Lomb, have been named in a number of product liability lawsuits involving the Shower to Shower ® body powder product acquired in September 2012 from Johnson & Johnson; due to dismissals, twenty-seven (27) of such product liability suits currently remain pending. In three (3) cases pending in the Atlantic County, New Jersey Multi-County Litigation, agreed stipulations of dismissal have been entered by the Court, thus dismissing the Company from those cases. Potential liability (including its attorneys’ fees and costs) arising out of these remaining suits is subject to full indemnification obligations of Johnson & Johnson owed to BHC and its affiliates, including Bausch + Lomb, and legal fees and costs will be paid by Johnson & Johnson. Twenty-six (26) of these lawsuits filed by individual plaintiffs allege that the use of Shower to Shower ® caused the plaintiffs to develop ovarian cancer, mesothelioma or breast cancer. The allegations in these cases include failure to warn, design defect, manufacturing defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent misrepresentation, wrongful death, loss of consortium and/or punitive damages. The damages sought include compensatory damages, including medical expenses, lost wages or earning capacity, loss of consortium and/or compensation for pain and suffering, mental anguish anxiety and discomfort, physical impairment and loss of enjoyment of life. Plaintiffs also seek pre- and post-judgment interest, exemplary and punitive damages, and attorneys’ fees. Additionally, two proposed class actions were filed in Canada against BHC and various Johnson & Johnson entities (one in the Supreme Court of British Columbia and one in the Superior Court of Quebec), on behalf of persons who have purchased or used Johnson & Johnson’s Baby Powder or Shower to Shower ® . The class actions allege the use of the product increases certain health risks (British Columbia) or negligence in failing to properly test, failing to warn of health risks, and failing to remove the products from the market in a timely manner (Quebec). The plaintiffs in these actions are seeking awards of general, special, compensatory and punitive damages. On November 17, 2020, the British Columbia court issued a judgment declining to certify a class as to BHC or Shower to Shower ® , and at this time no appeal of that judgment has been filed. On December 16, 2021, the plaintiff in the British Columbia class action filed a Second Amended Notice of Civil Claim and Application for Certification, removing BHC as a defendant; as a result, the British Columbia class action is concluded as to BHC. In October 2021, Johnson & Johnson, through one or more subsidiaries purported to complete a Texas divisional merger with respect to any talc liabilities at Johnson & Johnson Consumer, Inc. (“JJCI”). LTL Management, LLC (“LTL”), the resulting entity of the divisional merger, assumed JJCI’s talc liabilities and thereafter filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Western District of North Carolina, which in November 2021 was transferred to the United States District Court for the District of New Jersey (the “Bankruptcy Court”). The first bankruptcy case was dismissed on April 4, 2023, after a decision by the Third Circuit Court of Appeals, and LTL re-filed a new Chapter 11 case in the Bankruptcy Court on the same day. Several motions to dismiss were again filed, and on August 11, 2023, the Bankruptcy Court dismissed the second Chapter 11 case. On August 24, 2023, LTL and certain supporting creditors and tort claimants filed notices of appeal of the dismissal order. On October 20, 2023, the Third Circuit accepted the appeal, which remains pending. During the pendency of LTL’s bankruptcy cases, the Bankruptcy Court extended a preliminary injunction that had stayed substantially all cases subject to the indemnification agreement related to Johnson & Johnson’s talc liability, which injunction was terminated in connection with the bankruptcy case dismissal. As of the date of this report, the litigation against BHC, Bausch + Lomb and other defendants is no longer stayed, and LTL and Johnson & Johnson continue to have indemnification obligations running to BHC and its affiliates, including Bausch + Lomb, for Shower to Shower ® related product liability litigation. It is our expectation that Johnson & Johnson, in accordance with the applicable indemnification agreement, will continue to vigorously defend BHC and Bausch + Lomb in each of the remaining actions, and that BHC and Bausch + Lomb will not incur any material impairments with respect to indemnification claims as a result of the divisional merger or the bankruptcy. In June 2024, LTL and its successors began the process of soliciting votes for a new “pre-packaged” bankruptcy plan that it has announced it intends to file in the future. Solicitation of votes on the new bankruptcy plan remains ongoing. General Civil Actions California Proposition 65 Related Matter On June 19, 2019, plaintiffs filed a proposed class action in California state court against Bausch Health US and Johnson & Johnson (Gutierrez, et al. v. Johnson & Johnson, et al., Case No. 37-2019-00025810-CU-NP-CTL), asserting claims for purported violations of the California Consumer Legal Remedies Act, False Advertising Law and Unfair Competition Law in connection with their sale of talcum powder products that the plaintiffs allege violated Proposition 65 and/or the California Safe Cosmetics Act. This lawsuit was served on Bausch Health US in June 2019 and was subsequently removed to the United States District Court for the Southern District of California, where it is currently pending. Plaintiffs seek damages, disgorgement of profits, injunctive relief, and reimbursement/restitution. Bausch Health US filed a motion to dismiss Plaintiffs’ claims, which was granted in April 2020 without prejudice. In May 2020, Plaintiffs filed an amended complaint and in June 2020, filed a motion for leave to amend the complaint further, which was granted. In August 2020, Plaintiffs filed the Fifth Amended Complaint. On January 22, 2021, the Court granted the motion to dismiss with prejudice. On February 19, 2021, Plaintiffs filed a Notice of Appeal with the Ninth Circuit Court of Appeals. On July 1, 2021, Appellants (Plaintiffs) filed their opening brief; Appellees’ response briefs were filed October 8, 2021. This matter was stayed by the Ninth Circuit on December 7, 2021, due to the preliminary injunction entered by the Bankruptcy Court in the LTL bankruptcy proceeding. This stay included Appellants’ reply brief deadline, which was previously due to be filed on or before December 2, 2021. On March 9, 2022, the Ninth Circuit issued an order extending the stay through July 29, 2022. On July 29, 2022, Johnson & Johnson filed a status report in the Gutierrez appeal, outlining the developments since the last status report and the imposition of the stay. Johnson & Johnson noted that following a July 26, 2022, hearing, the Bankruptcy Court left the preliminary injunction in place, and asked the Ninth Circuit to continue to stay this action while the bankruptcy preliminary injunction remained in place. On January 20, 2023, the Ninth Circuit extended the stay until February 17, 2023. On February 17, 2023, Johnson & Johnson requested that the court afford it 60 days – until April 18, 2023, or seven (7) days following any lifting of the LTL Bankruptcy Court’s preliminary injunction, whichever comes earliest – to provide an additional status report about the bankruptcy proceeding and the Third Circuit dismissal for which the LTL has requested a rehearing. On April 7, 2023, Johnson & Johnson Consumer Inc. filed a status report regarding the bankruptcy proceeding advising the Court of the dismissal of the prior bankruptcy proceeding and the filing of the second bankruptcy proceeding, as well as the preliminary injunction and stay order, and requesting the stay of the appeal remain in place until May 10, 2023, which was granted. Following the entry of a preliminary injunction applicable to this case, which was extended until August 26, 2023, the Ninth Circuit extended the stay to June 15, 2023. On June 22, 2023, Johnson & Johnson/LTL filed a status report requesting the stay be extended to August 26, 2023, consistent with the extension of the preliminary injunction by the bankruptcy court. On August 15, 2023, Johnson & Johnson filed a supplemental status report notifying the Ninth Circuit that the second bankruptcy proceeding was dismissed on August 11, 2023 so the stay could be lifted and briefing could proceed to conclusion and setting of oral argument. On September 13, 2023, the Ninth Circuit lifted the stay. On April 8, 2024, the Ninth Circuit heard oral argument on Plaintiffs' appeal of the lower court's dismissal of the case with prejudice, and, on April 29, 2024, the Ninth Circuit issued a memorandum disposition that affirmed the dismissal of the case in full. Plaintiffs have not filed a further appeal and the time to do so has passed. New Mexico Attorney General Consumer Protection Actio n BHC and Bausch Health US were named in an action brought by State of New Mexico ex rel. Hector H. Balderas, Attorney General of New Mexico, in the County of Santa Fe New Mexico First Judicial District Court (New Mexico ex rel. Balderas v. Johnson & Johnson, et al., Civil Action No. D-101-CV-2020-00013, filed on January 2, 2020), alleging consumer protection claims against Johnson & Johnson and Johnson & Johnson Consumer, Inc., BHC and Bausch Health US related to Shower to Shower ® and its alleged causal link to mesothelioma and other cancers. In April 2020, Bausch Health US filed a motion to dismiss, which in September 2020, the Court granted in part as to the New Mexico Medicaid Fraud Act and New Mexico Fraud Against Taxpayers Act claims and denied as to all other claims. The State of New Mexico brings claims against all defendants under the New Mexico Unfair Practices Act and other common law and equitable causes of action, alleging defendants engaged in wrongful marketing, sale and promotion of talcum powder products. The lawsuit seeks to recover the cost of the talcum powder products as well as the cost of treating asbestos-related cancers allegedly caused by those products. Bausch Health US filed its answer on November 16, 2020. On December 30, 2020, Johnson & Johnson filed a Motion for Partial Judgment on the Pleadings and on January 4, 2021, Bausch Health US filed a joinder to that motion, which was denied on March 8, 2021. Trial was scheduled to begin on May 30, 2023, until the case was stayed by an interlocutory appeal to the New Mexico Supreme Court by Johnson & Johnson. On July 14, 2022, LTL filed an adversary proceeding in the Bankruptcy Court (Case No. 21-30589, Adv. Pro. No. 22-01231) against the State of New Mexico ex rel. Hector H. Balderas, Attorney General, and obtained an injunction from the Bankruptcy Court barring the New Mexico Attorney General from continuing to prosecute the action while the bankruptcy case was pending. Because the Bankruptcy Court has ultimately dismissed both LTL’s first and second bankruptcy cases, this suit has returned to its status quo prior to LTL’s filing. The State has negotiated a settlement of the lawsuit with Johnson & Johnson, in which BHC and its affiliates, including Bausch + Lomb, are released parties. The entire action will be dismissed once the settlement has been completed following payment. Pending completion of the settlement, BHC and Bausch Health US dispute the claims against them, and this lawsuit will be defended vigorously. California Consumer Protection Action On October 31, 2023, Plaintiff County of Los Angeles filed an action on behalf of the state of California against the Company and Johnson & Johnson, seeking injunctive relief, restitution and damages in California state court (People of the State of California, by and through County of Los Angeles v. Johnson & Johnson, et al., Case No. 23STCV27015). The lawsuit asserts claims for purported violations of the California False Advertising Law, Unfair Competition Law, and public nuisance claims, against multiple manufacturers of talcum powder products, including Shower to Shower ® , that the plaintiffs allege caused or contributed to development of ovarian cancer and mesothelioma in residents of California. The lawsuit seeks injunctive relief, restitution, statutory penalties and damages. Pursuant to agreed stipulations, responses to the Complaint are due August 12, 2024. This action is included in a 42-state Attorneys General settlement reached by Johnson & Johnson, and BHC and its affiliates, including Bausch + Lomb, will be included among the released parties. The entire action will be dismissed once the settlement documents are finalized and all conditions are met. Pending completion of the settlement, the Company and its affiliates dispute the claims against them, and this lawsuit will be defended vigorously. U.S. Securities Litigation - New Jersey Declaratory Judgment Lawsuit On March 24, 2022, BHC and Bausch + Lomb were named in a declaratory judgment action in the Superior Court of New Jersey, Somerset County, Chancery Division, brought by certain individual investors in BHC’s common shares and debt securities who are also maintaining individual securities fraud claims against BHC and certain current or former officers and directors as part of the U.S. Securities Litigation. This action seeks a declaratory judgment that alleged transfers of certain BHC assets to Bausch + Lomb would constitute a voidable transfer under the New Jersey Voidable Transactions Act and that Bausch + Lomb would be liable for damages, if any, awarded against BHC in the individual opt-out actions. The declaratory judgment action also alleges that the potential future separation of Bausch + Lomb from BHC by distribution of Bausch + Lomb stock to BHC’s shareholders would leave BHC with inadequate financial resources to satisfy these plaintiffs’ alleged securities fraud damages in the underlying individual opt-out actions. None of the plaintiffs in this declaratory judgment action have obtained a judgment against BHC in the underlying individual opt-out actions and BHC disputes the claims against it in those underlying actions. The underlying individual opt-out actions assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), and certain actions assert claims under Section 18 of the Exchange Act. The allegations in those underlying individual opt-out actions are made against BHC and several of its former officers and directors only and relate to, among other things, allegedly false and misleading statements made during the 2013-2016 time period by BHC and/or failures to disclose information about BHC’s business and prospects, including relating to drug pricing and the use of specialty pharmacies. On March 31, 2022, BHC and Bausch + Lomb removed the declaratory judgment action to the U.S. District Court for the District of New Jersey. On April 29, 2022, Plaintiffs filed a motion to remand. On November 29, 2022, the District Court granted Plaintiffs’ remand motion and the case was remanded to the New Jersey Superior Court Chancery Division. On December 8, 2022, Plaintiffs filed a proposed Order to Show Cause and motion for a preliminary injunction and sought interim relief including expedited discovery. On December 13, 2022, the Court denied Plaintiffs’ proposed Order to Show Cause and stayed discovery pending the resolution of BHC’s and Bausch + Lomb’s forthcoming motions to dismiss, while instructing BHC to provide certain notice to Plaintiffs of the intended completion of a potential future distribution referenced above under certain circumstances. On December 22, 2022, Plaintiffs filed an amended complaint which, among other things, added claims seeking injunctive relief. On January 11, 2023, BHC and Bausch + Lomb moved to dismiss the amended complaint. Briefing was complete on February 24, 2023, and the motion to dismiss was heard on March 3, 2023. On April 3, 2023, the Court issued a decision granting in part and denying in part the motion to dismiss. Discovery is ongoing. Both BHC and Bausch + Lomb dispute the claims in this declaratory judgment action and intend to vigorously defend this matter. Doctors Allergy Formula Lawsuit In April 2018, Doctors Allergy Formula, LLC (“Doctors Allergy”), filed a lawsuit against Bausch Health Americas in the Supreme Court of the State of New York, County of New York, asserting breach of contract and related claims under a 2015 Asset Purchase Agreement, which purports to include milestone payments that Doctors Allergy alleges should have been paid by Bausch Health Americas. Doctors Allergy claims its damages are not less than $23 million. Bausch Health Americas has asserted counterclaims against Doctors Allergy. Bausch Health Americas filed a motion seeking an order granting Bausch Health Americas' summary judgment on its counterclaims against Plaintiff and dismissing Plaintiff’s claims against Bausch Health Americas. The motion was fully briefed as of May 2021.The Court held a hearing on the motion on January 25, 2022. On May 12, 2023, the Court issued a Decision and Order denying Bausch Health Americas’ motion. On June 14, 2023, Bausch Health Americas filed a Notice of Appeal as to the Decision and Order to the Appellate Division of the New York Supreme Court, First Department. On March 13, 2024, Bausch Health Americas filed its appellant motion and brief with the Appellate Division of the New York Supreme Court, First Department, appealing the trial court’s denial of Bausch Health America’s motion for summary judgment. Doctors Allergy filed its answering brief on July 26, 2024. Bausch Health Americas is evaluating Doctors Allergy’s brief to determine whether a reply brief is necessary. If Bausch Health Americas opts to file a reply brief, it will do so on or before September 13, 2024. If Bausch Health Americas opts not to file a reply brief, then it will promptly request an oral argument date from the Appellate Division. The Appellate Division has not set a date for oral argument. Bausch Health Americas disputes the claims against it and this lawsuit will be defended vigorously. Intellectual Property Matters PreserVision ® AREDS Patent Litigation PreserVision ® AREDS and PreserVision ® AREDS 2 are OTC eye vitamin formulas for those with moderate-to-advanced AMD. The PreserVision ® U.S. formulation patent expired in March 2021, but a patent covering methods of using the formulation remains in force into 2026. Bausch & Lomb Incorporated (“B&L Inc.”) has filed patent infringement proceedings against 19 named defendants in 16 proceedings claiming infringement of these patents and, in certain circumstances, related unfair competition and false advertising causes of action. Thirteen of these proceedings were subsequently settled; two resulted in a default. As of the date of this filing, there is one ongoing action: Bausch & Lomb Inc. & PF Consumer Healthcare 1 LLC v. SBH Holdings LLC, C.A. No. 20-cv-01463-GBW-CJB (D. Del.). Bausch + Lomb remains confident in the strength of these patents and B&L Inc. will continue to vigorously pursue this matter and defend its intellectual property. Lumify ® Paragraph IV Proceedings - DRL On August 16, 2021, B&L Inc. received a Notice of Paragraph IV Certification from Slayback Pharma LLC (“Slayback”), in which Slayback asserted that certain U.S. patents, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops (the “Lumify Patents”), are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Slayback’s generic drops, for which an Abbreviated New Drug Application (“ANDA”) has been filed by Slayback. B&L Inc., through its affiliate Bausch + Lomb Ireland Limited, exclusively licenses the Lumify Patents from Eye Therapies, LLC (“Eye Therapies”). On September 10, 2021, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Slayback pursuant to the Hatch-Waxman Act, alleging infringement by Slayback of one or more claims of the Lumify Patents, thereby triggering a 30-month stay of the approval of the Slayback ANDA. Since then, U.S. Patent No. 9,259,425 has been dismissed from the case. On May 15, 2023, the United States Patent & Trademark Office’s Patent Trial and Appeal Board (the “ PTAB ” ) issued a Final Written Decision, finding all claims of U.S. Patent No. 8,293,742 unpatentable. This decision has been appealed to the United States Court of Appeals for the Federal Circuit and the appeal is ongoing. Furthermore, two additional patents (U.S. Patent Nos. 11,596,600 and 11,833,245) have issued and been listed in the Orange Book as related to Lumify ® . Lawsuits alleging infringement of these patents were filed against Slayback and its licensee, Dr. Reddy’s Laboratories S.A. and Dr. Reddy’s Laboratories, Inc. (collectively, “DRL”) . On December 15, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies filed a Motion for a Preliminary Injunction requesting the court to enjoin any infringing activities by DRL and a hearing was held in January. On May 10, 2024, the Court denied Plaintiffs’ Motion, finding that Plaintiffs had not proven that they would be “irreparably harmed” absent a preliminary injunction. Additionally, on December 18, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies amended its complaint to add claims for copyright infringement, as well as claims under the Lanham Act, including trademark and trade dress infringement. DRL subsequently petitioned for inter partes review (“IPR”) of U.S. Patent Nos. 11,596,600 and 11,833,245 and the PTAB has not yet issued a decision as to institution of either IPR. The lawsuit against DRL is ongoing in the District of New Jersey, with no trial date set. Bausch + Lomb remains confident in the strength of the Lumify ® related patents and intends to vigorously defend its intellectual property. In addition to the intellectual property matters described above, in connection with the Vyzulta ® and Lotemax ® SM products, the Company has commenced ongoing infringement proceedings against potential generic competitors in the U.S. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments The Company’s CEO, who is the Company’s Chief Operating Decision Maker, manages the business through operating and reportable segments consistent with how the Company’s CEO: (i) assesses operating performance on a regular basis, (ii) makes resource allocation decisions and (iii) designates responsibilities of his direct reports. The Company operates in the following reportable segments which are generally determined based on the decision-making structure of Bausch + Lomb and the grouping of similar products and services: (i) Vision Care, (ii) Pharmaceuticals and (iii) Surgical. • The Vision Care segment consists of: (i) sales of contact lenses that span the spectrum of wearing modalities, including daily disposable and frequently replaced contact lenses, and (ii) sales of contact lens care products, OTC eye drops that address various conditions, including eye allergies, conjunctivitis, dry eye and redness relief, and eye vitamin and mineral supplements. • The Pharmaceuticals segment consists of sales of a broad line of proprietary and generic pharmaceutical products for post-operative treatments and the treatment of a number of eye conditions, such as glaucoma, eye inflammation, ocular hypertension, dry eyes and retinal diseases. • The Surgical segment consists of sales of medical device equipment, consumables and technologies for the treatment of cataracts, corneal, vitreous and retinal eye conditions, which includes IOLs and delivery systems, phacoemulsification equipment and other surgical instruments and devices necessary for cataract surgery. Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, and Other expense (income), net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of Bausch + Lomb’s businesses and incurs certain expenses, gains and losses related to the overall management of Bausch + Lomb, which are not allocated to the other business segments. In assessing segment performance and managing operations, management does not review segment assets. Furthermore, a portion of share-based compensation is considered a corporate cost, since the amount of such expense depends on company-wide performance rather than the operating performance of any single segment. Segment Revenues and Profit Segment revenues and profits for the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Revenues: Vision Care $ 697 $ 646 $ 1,332 $ 1,233 Pharmaceuticals 310 194 577 355 Surgical 209 195 406 378 Total revenues $ 1,216 $ 1,035 $ 2,315 $ 1,966 Segment profit: Vision Care $ 192 $ 167 $ 370 $ 321 Pharmaceuticals 78 68 131 114 Surgical 4 9 15 20 Total segment profit 274 244 516 455 Corporate (160) (128) (313) (275) Amortization of intangible assets (74) (56) (148) (113) Other expense, net (14) (17) (23) (26) Operating income 26 43 32 41 Interest income 3 5 6 8 Interest expense (102) (58) (201) (108) Foreign exchange and other (3) (9) (3) (15) Loss before provision for income taxes $ (76) $ (19) $ (166) $ (74) Revenues by Segment and by Product Category Revenues by segment and product category were as follows: Vision Care Pharmaceuticals Surgical Total Three Months Ended June 30, (in millions) 2024 2023 2024 2023 2024 2023 2024 2023 Pharmaceuticals $ 1 $ 1 $ 244 $ 133 $ — $ — $ 245 $ 134 Devices 237 215 — — 208 193 445 408 OTC 447 421 — — — — 447 421 Branded and Other Generics 10 7 66 61 — — 76 68 Other revenues 2 2 — — 1 2 3 4 $ 697 $ 646 $ 310 $ 194 $ 209 $ 195 $ 1,216 $ 1,035 Six Months Ended June 30, 2024 2023 2024 2023 2024 2023 2024 2023 Pharmaceuticals $ 2 $ 2 $ 452 $ 240 $ — $ — $ 454 $ 242 Devices 466 439 — — 403 375 869 814 OTC 842 774 — — — — 842 774 Branded and Other Generics 18 14 124 115 — — 142 129 Other revenues 4 4 1 — 3 3 8 7 $ 1,332 $ 1,233 $ 577 $ 355 $ 406 $ 378 $ 2,315 $ 1,966 The top ten products/franchises represented 55% and 53% of total revenues for the six months ended June 30, 2024 and 2023, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended Six Months Ended (in millions) 2024 2023 2024 2023 U.S. and Puerto Rico $ 610 $ 466 $ 1,147 $ 870 China 93 89 170 163 France 64 62 124 118 Japan 43 46 85 94 Germany 40 40 82 82 United Kingdom 33 29 64 58 Canada 32 27 60 53 Russia 29 26 57 50 Italy 23 22 46 42 Spain 25 24 46 44 Mexico 20 15 37 31 Poland 18 14 33 26 South Korea 11 12 23 23 Other 175 163 341 312 $ 1,216 $ 1,035 $ 2,315 $ 1,966 Major Customers Major customers that accounted for 10% or more of total revenues were as follows: Six Months Ended 2024 McKesson Corporation 10 % For the six months ended June 30, 2023, no individual customer accounted for 10% or more of total revenues. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited financial statements for all periods presented are referred to as “Condensed Consolidated Financial Statements”, and have been prepared by the Company in United States (“U.S.”) dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations for reporting on Form 10-Q, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, certain information and disclosures required by U.S. GAAP for complete Consolidated Financial Statements are not included herein. Accordingly, these notes to the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators (the “CSA”) on February 21, 2024. The unaudited Condensed Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2023. The unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. |
Use of Estimates | Use of Estimates In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that certain global macroeconomic conditions, including, but not limited to, those related to inflation and supply chain, will have on the Company's operations and cash flows. The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. All estimates in these Condensed Consolidated Financial Statements are based on assumptions that management believes are reasonable. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company's business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company's business, financial condition, cash flows and results of operations could be materially impacted. |
Adoption of New Accounting Standards and Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 | Adoption of New Accounting Standards There were no new accounting standards adopted during the six months ended June 30, 2024. Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. Retrospective application is required for all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU is effective for the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2025. Early adoption is permitted and may be applied prospectively or retrospectively. The Company is currently evaluating the impact of adoption of this ASU on its disclosures. |
Revenue Recognition | Revenue Recognition The Company’s revenues are primarily generated from product sales in the therapeutic areas of eye health that consist of: (i) branded prescription eye-medications and pharmaceuticals, (ii) generic and branded generic prescription eye medications and pharmaceuticals, (iii) OTC vitamin and supplement products and (iv) medical devices (contact lenses, IOLs and ophthalmic surgical equipment). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 17, “SEGMENT INFORMATION” for the disaggregation of revenues. The Company recognizes revenue when the customer obtains control of promised goods or services and in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, the Company applies the five-step revenue model to contracts within its scope: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Product Sales A contract with the Company’s customers exists for each product sale. Where a contract with a customer contains more than one performance obligation, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The transaction price is adjusted for variable consideration which is discussed further below. The Company recognizes revenue for product sales at a point in time, when the customer obtains control of the products in accordance with contracted delivery terms, which is generally upon shipment or customer receipt. Contracted delivery terms will vary by customer and geography. In the U.S., control is generally transferred to the customer upon receipt. Revenue from sales of surgical equipment and related software is generally recognized upon delivery and installation of the equipment. IOLs and delivery systems, disposable surgical packs and other surgical instruments are distinct from the surgical equipment and may be sold together with the surgical equipment in a single contract or on a standalone basis. Revenue from the sale of delivery systems, disposable surgical packs and other surgical instruments is recognized in accordance with the contracted delivery terms, generally upon shipment or customer receipt. IOLs are sold primarily on a consignment basis and revenue is recognized upon notification of use, which typically occurs when a replacement order is placed. When a sale transaction in the Surgical segment contains multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative standalone sales price and revenue is recognized upon satisfaction of each performance obligation. Product Sales Provisions As is customary in the eye health industry, gross product sales of certain product categories are subject to a variety of deductions in arriving at reported net product sales. The transaction price for such product categories is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers. Provisions for variable consideration are established to reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of variable consideration provisions | The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2024 $ 141 $ 66 $ 226 $ 67 $ 18 $ 518 Current period provision 208 48 688 318 37 1,299 Payments and credits (215) (36) (481) (323) (25) (1,080) Reserve balance, June 30, 2024 $ 134 $ 78 $ 433 $ 62 $ 30 $ 737 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $39 million and $35 million as of June 30, 2024 and January 1, 2024, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. For the six months ended June 30, 2024, included in Payments and credits in the table above, are payments made, or to be made, by Novartis, on behalf of the Company, in accordance with the agreements associated with the XIIDRA Acquisition (as defined below). Six Months Ended June 30, 2023 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2023 $ 146 $ 59 $ 188 $ 73 $ 18 $ 484 Current period provision 180 36 280 268 11 775 Payments and credits (195) (32) (274) (279) (4) (784) Reserve balance, June 30, 2023 $ 131 $ 63 $ 194 $ 62 $ 25 $ 475 |
Summary of activity in allowance for credit losses | The activity in the allowance for credit losses for trade receivables for the six months ended June 30, 2024 and 2023 is as follows: Six Months Ended June 30, (in millions) 2024 2023 Balance, beginning of period $ 21 $ 22 Provision 2 2 Write-offs (1) (1) Foreign exchange and other (1) (1) Balance, end of period $ 21 $ 22 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: June 30, 2024 December 31, 2023 (in millions) Carrying Value Level 1 Level 2 Level 3 Carrying Value Level 1 Level 2 Level 3 Assets: Cash equivalents $ 48 $ 43 $ 5 $ — $ 44 $ 36 $ 8 $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 1 $ — $ 1 $ — Liabilities: Acquisition-related contingent consideration $ 44 $ — $ — $ 44 $ 44 $ — $ — $ 44 Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 4 $ — $ 4 $ — Cross-currency swaps $ 58 $ — $ 58 $ — $ 84 $ — $ 84 $ — |
Schedule of assets and liabilities associated with derivatives, included in the Consolidated Balance Sheets | The assets and liabilities associated with the Company's cross-currency swaps as included in the Condensed Consolidated Balance Sheets are as follows: (in millions) June 30, December 31, Other non-current liabilities $ 64 $ 90 Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ 58 $ 84 The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (1) $ (4) Prepaid expenses and other current assets $ 1 $ 1 Net fair value $ — $ (3) |
Schedule of effect of hedging instruments on financial statements | The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Loss and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) recognized in Other comprehensive loss $ 6 $ (17) $ 26 $ (23) Gain excluded from assessment of hedge effectiveness $ 3 $ 3 $ 6 $ 6 Location of gain of excluded component Interest expense Interest Expense |
Schedule of foreign exchange contracts on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows | The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) related to changes in fair value $ — $ — $ 3 $ (2) Gain related to settlements $ — $ 2 $ 1 $ 3 |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2024 and 2023: (in millions) 2024 2023 Balance, as of January 1, $ 44 $ 4 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 2 $ 1 Fair value adjustments due to changes in estimates of future payments (1) — Acquisition-related contingent consideration adjustments 1 1 Additions (Note 5) — 5 Payments/Settlements (1) — Balance, as of June 30, 44 10 Current portion included in Accrued and other current liabilities 4 4 Non-current portion $ 40 $ 6 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories, net | Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 279 $ 261 Work in process 93 100 Finished goods 697 667 $ 1,069 $ 1,028 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: June 30, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 4,322 $ (2,699) $ 1,623 $ 4,342 $ (2,581) $ 1,761 Corporate brands 84 (14) 70 85 (11) 74 Product rights/patents 992 (963) 29 993 (954) 39 Technology and other 76 (64) 12 75 (63) 12 Total finite-lived intangible assets 5,474 (3,740) 1,734 5,495 (3,609) 1,886 Acquired in-process research and development intangible asset 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 7,177 $ (3,740) $ 3,437 $ 7,198 $ (3,609) $ 3,589 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: June 30, 2024 December 31, 2023 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 4,322 $ (2,699) $ 1,623 $ 4,342 $ (2,581) $ 1,761 Corporate brands 84 (14) 70 85 (11) 74 Product rights/patents 992 (963) 29 993 (954) 39 Technology and other 76 (64) 12 75 (63) 12 Total finite-lived intangible assets 5,474 (3,740) 1,734 5,495 (3,609) 1,886 Acquired in-process research and development intangible asset 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 7,177 $ (3,740) $ 3,437 $ 7,198 $ (3,609) $ 3,589 |
Schedule of estimated aggregate amortization expense for each of the five succeeding years | Estimated amortization expense of finite-lived intangible assets for the remainder of 2024 and the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2024 2025 2026 2027 2028 2029 Thereafter Total Amortization $ 138 $ 240 $ 209 $ 207 $ 207 $ 206 $ 527 $ 1,734 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: (in millions) Vision Care Pharmaceuticals Surgical Total Balance, January 1, 2023 $ 3,549 $ 645 $ 313 $ 4,507 Acquisitions (Note 5) — 23 8 31 Foreign exchange 7 25 5 37 Balance, December 31, 2023 3,556 693 326 4,575 Foreign exchange (12) (23) (2) (37) Balance, June 30, 2024 $ 3,544 $ 670 $ 324 $ 4,538 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) June 30, December 31, Product Rebates $ 394 $ 191 Employee Compensation and Benefit Costs 218 233 Product Returns 78 66 Discounts and Allowances 67 84 Professional Fees 64 53 Advertising and Promotion 55 45 Other 365 355 $ 1,241 $ 1,027 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of issuance costs consist of the following: June 30, 2024 December 31, 2023 (in millions) Maturity Principal Amount Net of Issuance Costs Principal Amount Net of Issuance Costs Senior Secured Credit Facilities Revolving Credit Facility May 2027 $ 350 $ 350 $ 275 $ 275 May 2027 Term Facility May 2027 2,450 2,416 2,462 2,423 September 2028 Term Facility September 2028 496 486 499 487 Senior Secured Notes 8.375% Secured Notes October 2028 1,400 1,380 1,400 1,377 Total long-term debt $ 4,696 4,632 $ 4,636 4,562 Less: Current portion of long-term debt 30 30 Non-current portion of long-term debt $ 4,602 $ 4,532 |
Schedule of long-term debt maturities | Maturities and mandatory payments of debt obligations for the remainder of 2024, five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2024 $ 15 2025 30 2026 30 2027 2,742 2028 1,879 2029 — Thereafter — Total gross maturities 4,696 Unamortized discounts (64) Total long-term debt and other $ 4,632 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the components and classification of share-based compensation expense | The components and classification of share-based compensation expense related to stock options, PSUs and RSUs directly attributable to those employees specifically identified as Bausch + Lomb employees for the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Stock options $ 2 $ 2 $ 4 $ 6 PSUs/RSUs 20 16 37 36 Share-based compensation expense $ 22 $ 18 $ 41 $ 42 Research and development expenses $ 1 $ 3 $ 2 $ 4 Selling, general and administrative expenses 21 15 39 38 Share-based compensation expense $ 22 $ 18 $ 41 $ 42 |
Summary of share-based awards granted | Share-based awards granted for the six months ended June 30, 2024 and 2023 consist of: Six Months Ended June 30, 2024 2023 Stock options Granted 1,317,000 3,130,000 Weighted-average exercise price $ 16.85 $ 18.16 Weighted-average grant date fair value $ 4.92 $ 5.40 RSUs Granted 3,322,000 2,888,000 Weighted-average grant date fair value $ 16.74 $ 17.97 TSR performance-based RSUs Granted 826,000 1,175,000 Weighted-average grant date fair value $ 21.21 $ 27.65 Organic Revenue Growth PSUs Granted 379,000 142,000 Weighted-average grant date fair value $ 16.08 $ 17.96 OPG PSUs Granted 1,758,000 — Weighted-average grant date fair value $ 17.04 $ — |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of the components of accumulated other comprehensive loss | Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustment $ (1,278) $ (1,217) Pension adjustment, net of tax (28) (28) $ (1,306) $ (1,245) |
OTHER EXPENSE, NET (Tables)
OTHER EXPENSE, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense, net | Other expense, net for the three and six months ended June 30, 2024 and 2023 consists of: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Asset impairments $ 5 $ — $ 5 $ — Restructuring and integration costs 6 14 17 22 Gain on sale of assets (1) — (5) — Litigation and other matters — — 1 — Acquisition-related costs 1 2 1 3 Acquisition-related contingent consideration — 1 1 1 Other, net 3 — 3 — Other expense, net $ 14 $ 17 $ 23 $ 26 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of (loss) income per share | Loss per share attributable to Bausch + Lomb Corporation for the three and six months ended June 30, 2024 and 2023 were calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share amounts) 2024 2023 2024 2023 Net loss attributable to Bausch + Lomb Corporation $ (151) $ (32) $ (318) $ (122) Basic weighted-average common shares outstanding 351.8 350.5 351.5 350.3 Diluted effect of stock options and RSUs — — — — Diluted weighted-average common shares outstanding 351.8 350.5 351.5 350.3 Basic and Diluted Loss per share attributable to Bausch + Lomb Corporation $ (0.43) $ (0.09) $ (0.90) $ (0.35) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits for the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Revenues: Vision Care $ 697 $ 646 $ 1,332 $ 1,233 Pharmaceuticals 310 194 577 355 Surgical 209 195 406 378 Total revenues $ 1,216 $ 1,035 $ 2,315 $ 1,966 Segment profit: Vision Care $ 192 $ 167 $ 370 $ 321 Pharmaceuticals 78 68 131 114 Surgical 4 9 15 20 Total segment profit 274 244 516 455 Corporate (160) (128) (313) (275) Amortization of intangible assets (74) (56) (148) (113) Other expense, net (14) (17) (23) (26) Operating income 26 43 32 41 Interest income 3 5 6 8 Interest expense (102) (58) (201) (108) Foreign exchange and other (3) (9) (3) (15) Loss before provision for income taxes $ (76) $ (19) $ (166) $ (74) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: Vision Care Pharmaceuticals Surgical Total Three Months Ended June 30, (in millions) 2024 2023 2024 2023 2024 2023 2024 2023 Pharmaceuticals $ 1 $ 1 $ 244 $ 133 $ — $ — $ 245 $ 134 Devices 237 215 — — 208 193 445 408 OTC 447 421 — — — — 447 421 Branded and Other Generics 10 7 66 61 — — 76 68 Other revenues 2 2 — — 1 2 3 4 $ 697 $ 646 $ 310 $ 194 $ 209 $ 195 $ 1,216 $ 1,035 Six Months Ended June 30, 2024 2023 2024 2023 2024 2023 2024 2023 Pharmaceuticals $ 2 $ 2 $ 452 $ 240 $ — $ — $ 454 $ 242 Devices 466 439 — — 403 375 869 814 OTC 842 774 — — — — 842 774 Branded and Other Generics 18 14 124 115 — — 142 129 Other revenues 4 4 1 — 3 3 8 7 $ 1,332 $ 1,233 $ 577 $ 355 $ 406 $ 378 $ 2,315 $ 1,966 |
Schedule of revenue attributed to a geographic region | Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended Six Months Ended (in millions) 2024 2023 2024 2023 U.S. and Puerto Rico $ 610 $ 466 $ 1,147 $ 870 China 93 89 170 163 France 64 62 124 118 Japan 43 46 85 94 Germany 40 40 82 82 United Kingdom 33 29 64 58 Canada 32 27 60 53 Russia 29 26 57 50 Italy 23 22 46 42 Spain 25 24 46 44 Mexico 20 15 37 31 Poland 18 14 33 26 South Korea 11 12 23 23 Other 175 163 341 312 $ 1,216 $ 1,035 $ 2,315 $ 1,966 |
Schedule of customers that accounted for 10% or more of total revenue | Major customers that accounted for 10% or more of total revenues were as follows: Six Months Ended 2024 McKesson Corporation 10 % |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | 6 Months Ended | ||
Jul. 24, 2024 shares | Jun. 30, 2024 segment shares | Dec. 31, 2023 shares | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of operating segments | segment | 3 | ||
Number of reportable segments | segment | 3 | ||
Common shares, outstanding (in shares) | shares | 351,834,173 | 350,913,804 | |
BHC | Bausch + Lomb | Subsequent Event | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of shares held | 88.20% | ||
Common shares, outstanding (in shares) | shares | 310,449,643 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 518 | $ 484 |
Current period provision | 1,299 | 775 |
Payments and credits | (1,080) | (784) |
Reserve ending balance | 737 | 475 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 141 | 146 |
Current period provision | 208 | 180 |
Payments and credits | (215) | (195) |
Reserve ending balance | 134 | 131 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 66 | 59 |
Current period provision | 48 | 36 |
Payments and credits | (36) | (32) |
Reserve ending balance | 78 | 63 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 226 | 188 |
Current period provision | 688 | 280 |
Payments and credits | (481) | (274) |
Reserve ending balance | 433 | 194 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 67 | 73 |
Current period provision | 318 | 268 |
Payments and credits | (323) | (279) |
Reserve ending balance | 62 | 62 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 18 | 18 |
Current period provision | 37 | 11 |
Payments and credits | (25) | (4) |
Reserve ending balance | $ 30 | $ 25 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Cooperative advertising credits included in rebates | $ 737 | $ 518 | $ 475 | $ 484 |
Rebates, Advertising Credits Portion | ||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Cooperative advertising credits included in rebates | $ 39 | $ 35 | $ 49 | $ 35 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 21 | $ 22 |
Provision | 2 | 2 |
Write-offs | (1) | (1) |
Foreign exchange and other | (1) | (1) |
Balance, end of period | $ 21 | $ 22 |
RELATED PARTIES - Narrative (De
RELATED PARTIES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jul. 24, 2024 | May 10, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||
Common shares, outstanding (in shares) | 351,834,173 | 351,834,173 | 350,913,804 | ||||
Account payable, related party | $ 405 | $ 405 | $ 522 | ||||
Trade receivables, net, related party | 986 | 986 | 839 | ||||
Prepaid expenses and other current assets, related party | 412 | 412 | 541 | ||||
Other non-current assets, related party | 249 | 249 | 225 | ||||
Charges incurred, separation agreement with BHC | 535 | $ 417 | 1,039 | $ 835 | |||
BHC | |||||||
Related Party Transaction [Line Items] | |||||||
Account payable, related party | 33 | 33 | 43 | ||||
Trade receivables, net, related party | 43 | 43 | 55 | ||||
Prepaid expenses and other current assets, related party | 24 | 24 | 36 | ||||
Other non-current assets, related party | $ 19 | 19 | $ 19 | ||||
Charges incurred, separation agreement with BHC | $ 3 | $ 1 | |||||
BHC | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, term | 6 months | ||||||
BHC | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, term | 12 months | ||||||
Bausch + Lomb | Subsequent Event | BHC | |||||||
Related Party Transaction [Line Items] | |||||||
Common shares, outstanding (in shares) | 310,449,643 | ||||||
Percentage of shares held | 88.20% |
ACQUISITIONS AND LICENSING AG_2
ACQUISITIONS AND LICENSING AGREEMENTS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||||
Sep. 29, 2023 | Jan. 17, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition and Business Combination [Line Items] | |||||||
Goodwill | $ 4,538 | $ 4,575 | $ 4,507 | ||||
Johnson & Johnson Vision, Blink Product Line Acquisition | |||||||
Asset Acquisition and Business Combination [Line Items] | |||||||
Payment to acquire business, asset acquisition | $ 107 | ||||||
XIIDRA Acquisition | |||||||
Asset Acquisition and Business Combination [Line Items] | |||||||
Cash consideration paid | $ 1,750 | ||||||
Recognized contingent consideration liability | $ 34 | ||||||
Fair value, consideration transferred | 1,753 | ||||||
Identifiable intangible assets | 1,600 | ||||||
Other assets | 130 | ||||||
Goodwill | $ 23 | ||||||
AcuFocus, Inc. Acquisition | |||||||
Asset Acquisition and Business Combination [Line Items] | |||||||
Cash consideration paid | $ 31 | ||||||
Consideration transferred | $ 35 | ||||||
Purchase price, repayment term | 18 months | ||||||
Fair value, contingent consideration liability | $ 5 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | $ 0 | $ (3) |
Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | ||
Liabilities: | ||
Derivative liabilities | 58 | 84 |
Recurring basis | ||
Assets: | ||
Cash equivalents | 48 | 44 |
Liabilities: | ||
Acquisition-related contingent consideration | 44 | 44 |
Recurring basis | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 1 | 1 |
Liabilities: | ||
Derivative liabilities | 1 | 4 |
Recurring basis | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | ||
Liabilities: | ||
Derivative liabilities | 58 | 84 |
Recurring basis | Level 1 | ||
Assets: | ||
Cash equivalents | 43 | 36 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Recurring basis | Level 1 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring basis | Level 1 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring basis | Level 2 | ||
Assets: | ||
Cash equivalents | 5 | 8 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Recurring basis | Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 1 | 1 |
Liabilities: | ||
Derivative liabilities | 1 | 4 |
Recurring basis | Level 2 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | ||
Liabilities: | ||
Derivative liabilities | 58 | 84 |
Recurring basis | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Liabilities: | ||
Acquisition-related contingent consideration | 44 | 44 |
Recurring basis | Level 3 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring basis | Level 3 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | ||
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 6 Months Ended | ||
Jun. 30, 2024 USD ($) rate | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest settlements from cross-currency swaps | $ 6,000,000 | $ 6,000,000 | |
Nonrecurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long-term debt | $ 4,704,000,000 | $ 4,668,000,000 | |
Recurring basis | Level 3 | Measurement Input, Weighted Average Risk-Adjusted Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, contingent consideration obligations, discount rate | rate | 0.11 | ||
Recurring basis | Level 3 | Minimum | Measurement Input, Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, contingent consideration obligations, discount rate | rate | 0.11 | ||
Recurring basis | Level 3 | Maximum | Measurement Input, Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, contingent consideration obligations, discount rate | rate | 0.28 | ||
Designated as Hedging Instrument | Cross-currency swaps | Net Investment Hedging | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate notional amounts | $ 1,000,000,000 | ||
Interest settlements from cross-currency swaps | 6,000,000 | $ 6,000,000 | |
Not Designated as Hedging Instrument | Foreign currency exchange contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate notional amounts | $ 328,000,000 |
FAIR VALUE MEASUREMENTS - Cross
FAIR VALUE MEASUREMENTS - Cross-currency Swaps Included in Condensed Consolidated Balance Sheets (Details) - Cross-currency swaps - Net Investment Hedging - Designated as Hedging Instrument - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 58 | $ 84 |
Other non-current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | 64 | 90 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 6 | $ 6 |
FAIR VALUE MEASUREMENTS - Cro_2
FAIR VALUE MEASUREMENTS - Cross-currency Swaps, Effect of Hedging Instruments on Financial Instruments (Details) - Net Investment Hedging - Cross-currency swaps - Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in Other comprehensive loss | $ 6 | $ (17) | $ 26 | $ (23) |
Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain excluded from assessment of hedge effectiveness | $ 3 | $ 3 | $ 6 | $ 6 |
FAIR VALUE MEASUREMENTS - Forei
FAIR VALUE MEASUREMENTS - Foreign Currency Exchange Contracts Included in Condensed Consolidated Balance Sheets (Details) - Foreign currency exchange contracts - Not Designated as Hedging Instrument - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 0 | $ (3) |
Accrued and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued and other current liabilities | (1) | (4) |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | $ 1 | $ 1 |
FAIR VALUE MEASUREMENTS - For_2
FAIR VALUE MEASUREMENTS - Foreign Currency Exchange Contracts Effect of Hedging Instruments on Financial Instruments (Details) - Foreign currency exchange contracts - Not Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) related to changes in fair value | $ 0 | $ 0 | $ 3 | $ (2) |
Gain related to settlements | $ 0 | $ 2 | $ 1 | $ 3 |
FAIR VALUE MEASUREMENTS - Ass_2
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level3) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, as of January 1, | $ 44 | $ 4 |
Acquisition-related contingent consideration adjustments | $ 1 | $ 1 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement Of Income, Extensible List Not Disclosed Flag | Acquisition-related contingent consideration adjustments | Acquisition-related contingent consideration adjustments |
Additions (Note 5) | $ 0 | $ 5 |
Payments/Settlements | (1) | 0 |
Balance, as of June 30, | 44 | 10 |
Current portion included in Accrued and other current liabilities | 4 | 4 |
Non-current portion | 40 | 6 |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Acquisition-related contingent consideration adjustments | 2 | 1 |
Fair value adjustments due to changes in estimates of future payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Acquisition-related contingent consideration adjustments | $ (1) | $ 0 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 279 | $ 261 |
Work in process | 93 | 100 |
Finished goods | 697 | 667 |
Total Inventories | $ 1,069 | $ 1,028 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 5,474 | $ 5,495 |
Accumulated Amortization and Impairments | (3,740) | (3,609) |
Net Carrying Amount | 1,734 | 1,886 |
Total intangible assets | ||
Gross Carrying Amount | 7,177 | 7,198 |
Net Carrying Amount | 3,437 | 3,589 |
Acquired in-process research and development intangible asset | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 5 | 5 |
B&L Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 4,322 | 4,342 |
Accumulated Amortization and Impairments | (2,699) | (2,581) |
Net Carrying Amount | 1,623 | 1,761 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 84 | 85 |
Accumulated Amortization and Impairments | (14) | (11) |
Net Carrying Amount | 70 | 74 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 992 | 993 |
Accumulated Amortization and Impairments | (963) | (954) |
Net Carrying Amount | 29 | 39 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 76 | 75 |
Accumulated Amortization and Impairments | (64) | (63) |
Net Carrying Amount | $ 12 | $ 12 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 6 Months Ended | 9 Months Ended | ||
Oct. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
Goodwill [Line Items] | ||||
Impairment of intangible assets | $ 5,000,000 | $ 0 | ||
Goodwill impairment | $ 0 | |||
Vision Care, Pharmaceuticals, and Surgical | ||||
Goodwill [Line Items] | ||||
Fair value of reporting value, greater than its carrying value (more than) | 25% | |||
Goodwill impairment | $ 0 | |||
Minimum | Vision Care, Pharmaceuticals, and Surgical | ||||
Goodwill [Line Items] | ||||
Reporting unit, impairment test, long-term growth rate | 2% | |||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.25% | |||
Maximum | Vision Care, Pharmaceuticals, and Surgical | ||||
Goodwill [Line Items] | ||||
Reporting unit, impairment test, long-term growth rate | 3% | |||
Reporting unit, impairment test, estimated cash flows, discount rate | 11.50% |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 138 | |
2025 | 240 | |
2026 | 209 | |
2027 | 207 | |
2028 | 207 | |
2029 | 206 | |
Thereafter | 527 | |
Net Carrying Amount | $ 1,734 | $ 1,886 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 4,575 | $ 4,507 |
Acquisitions (Note 5) | 31 | |
Foreign exchange | (37) | 37 |
Balance at the end of the period | 4,538 | 4,575 |
Vision Care | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 3,556 | 3,549 |
Acquisitions (Note 5) | 0 | |
Foreign exchange | (12) | 7 |
Balance at the end of the period | 3,544 | 3,556 |
Pharmaceuticals | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 693 | 645 |
Acquisitions (Note 5) | 23 | |
Foreign exchange | (23) | 25 |
Balance at the end of the period | 670 | 693 |
Surgical | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 326 | 313 |
Acquisitions (Note 5) | 8 | |
Foreign exchange | (2) | 5 |
Balance at the end of the period | $ 324 | $ 326 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Product Rebates | $ 394 | $ 191 |
Employee Compensation and Benefit Costs | 218 | 233 |
Product Returns | 78 | 66 |
Discounts and Allowances | 67 | 84 |
Professional Fees | 64 | 53 |
Advertising and Promotion | 55 | 45 |
Other | 365 | 355 |
Accrued and other current liabilities | $ 1,241 | $ 1,027 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 4,696 | $ 4,636 | |
Total long-term debt | 4,632 | 4,562 | |
Less: Current portion of long-term debt | 30 | 30 | |
Non-current portion of long-term debt | $ 4,602 | 4,532 | |
May 2027 Term Facility | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 8.69% | ||
Principal Amount | $ 2,450 | 2,462 | |
Total long-term debt | $ 2,416 | 2,423 | |
September 2028 Term Facility | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 9.34% | ||
Principal Amount | $ 496 | 499 | $ 500 |
Total long-term debt | $ 486 | 487 | |
8.375% Secured Notes | Secured Debt | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 8.375% | 8.375% | |
Principal Amount | $ 1,400 | 1,400 | |
Total long-term debt | 1,380 | 1,377 | |
Revolving Credit Facility | Revolving Credit Facility | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 350 | 275 | |
Total long-term debt | $ 350 | $ 275 |
FINANCING ARRANGEMENTS - Narrat
FINANCING ARRANGEMENTS - Narrative (Details) - USD ($) | Jun. 30, 2024 | Sep. 29, 2023 | May 10, 2022 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||||
Long-term debt borrowings | $ 4,696,000,000 | $ 4,636,000,000 | ||
Long-term debt issued and outstanding | $ 4,632,000,000 | $ 4,562,000,000 | ||
Weighted average interest rate | 8.63% | 8.65% | ||
XIIDRA Acquisition | ||||
Debt Instrument [Line Items] | ||||
Cash consideration paid | $ 1,750,000,000 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Minimum aggregate amount of loans outstanding of total commitments, percent | 40% | |||
Maximum first lien net leverage ratio | 4.50 | |||
Maximum total leverage ratio | 4 | |||
Maximum total leverage ratio two, if circumstances met | 4.50 | |||
Minimum interest coverage ratio | 3 | |||
May 2027 Term Facility and September 2028 Term Facility | SOFR, EURIBOR, and SONIA Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1.015% | |||
May 2027 Term Facility and September 2028 Term Facility | SOFR, EURIBOR, and SONIA Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1.475% | |||
May 2027 Term Facility and September 2028 Term Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0.015% | |||
May 2027 Term Facility and September 2028 Term Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0.475% | |||
May 2027 Term Facility and September 2028 Term Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100% | |||
Percentage of cash proceeds from incurrence of debt | 100% | |||
Percentage of annual excess cash flow | 50% | |||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100% | |||
May 2027 Term Facility | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ 2,500,000,000 | |||
Term | 5 years | |||
Long-term debt borrowings | $ 2,450,000,000 | $ 2,462,000,000 | ||
Long-term debt issued and outstanding | $ 2,416,000,000 | 2,423,000,000 | ||
Debt, interest rate | 8.69% | |||
Annual amortization rate (as a percent) | 1% | |||
Quarterly amortization payments | $ 25,000,000 | |||
Remaining quarterly amortization payments | $ 69,000,000 | |||
May 2027 Term Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 2.25% | |||
May 2027 Term Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1.50% | |||
May 2027 Term Facility | SOFR Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 3.25% | |||
Credit spread adjustment (as a percent) | 0.10% | |||
May 2027 Term Facility | SOFR Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0.50% | |||
September 2028 Term Facility | ||||
Debt Instrument [Line Items] | ||||
Term | 5 years | |||
Long-term debt borrowings | 496,000,000 | $ 500,000,000 | 499,000,000 | |
Long-term debt issued and outstanding | $ 486,000,000 | 487,000,000 | ||
Debt, interest rate | 9.34% | |||
Annual amortization rate (as a percent) | 1% | |||
Quarterly amortization payments | $ 5,000,000 | |||
Remaining quarterly amortization payments | $ 20,000,000 | |||
September 2028 Term Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 3% | |||
September 2028 Term Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1% | |||
September 2028 Term Facility | SOFR Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 4% | |||
September 2028 Term Facility | SOFR Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0% | |||
Revolving Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Term | 5 years | |||
Maximum borrowing capacity | $ 500,000,000 | |||
Long-term debt borrowings | $ 350,000,000 | 275,000,000 | ||
Long-term debt issued and outstanding | 350,000,000 | 275,000,000 | ||
Remaining borrowings | $ 121,000,000 | |||
Facility fee (as a percent) | 0.25% | |||
Revolving Credit Facility | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt, interest rate | 8.18% | |||
Commitment fee (as a percent) | 0.11% | |||
Revolving Credit Facility | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt, interest rate | 8.19% | |||
Commitment fee (as a percent) | 0.275% | |||
Revolving Credit Facility | Revolving Credit Facility | SOFR, EURIBOR, and SONIA Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0% | |||
Revolving Credit Facility | Revolving Credit Facility | SOFR, EURIBOR, and SONIA Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1.75% | |||
Revolving Credit Facility | Revolving Credit Facility | SOFR, EURIBOR, and SONIA Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 2.75% | |||
Revolving Credit Facility | Revolving Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1% | |||
Revolving Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 0.75% | |||
Revolving Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate (as a percent) | 1.75% | |||
Revolving Credit Facility | Revolving Credit Facility | SOFR Rate | ||||
Debt Instrument [Line Items] | ||||
Credit spread adjustment (as a percent) | 0.10% | |||
Revolving Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt issued and outstanding | $ 29,000,000 | |||
8.375% Secured Notes | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ 1,400,000,000 | |||
Long-term debt borrowings | 1,400,000,000 | 1,400,000,000 | ||
Long-term debt issued and outstanding | $ 1,380,000,000 | $ 1,377,000,000 | ||
Debt, interest rate | 8.375% | 8.375% | ||
Redemption price percentage to change in control | 101% | |||
Redemption price, percent | 108.375% | |||
8.375% Secured Notes | Secured Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum percentage of principal amount that can be redeemed | 40% |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 15 | |
2025 | 30 | |
2026 | 30 | |
2027 | 2,742 | |
2028 | 1,879 | |
2029 | 0 | |
Thereafter | 0 | |
Total gross maturities | 4,696 | $ 4,636 |
Unamortized discounts | (64) | |
Total long-term debt | $ 4,632 | $ 4,562 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||||
May 29, 2024 | Feb. 28, 2024 | Apr. 24, 2023 | May 05, 2022 | Jun. 30, 2024 | |
2022 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Incentive stock plan, shares authorized (in shares) | 52,000,000 | 38,000,000 | 28,000,000 | ||
Incentive stock plan, additional shares authorized (in shares) | 14,000,000 | 10,000,000 | |||
Number of shares available for future grant (in shares) | 21,000,000 | ||||
Stock Option, Time-based RSUs and Performance-based RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Remaining unrecognized compensation expense related to non-vested awards | $ 161 | ||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 2 months 1 day | ||||
Stock options | 2022 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Incentive stock plan, term | 10 years | ||||
Vesting period | 3 years | ||||
OPG PSUs | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Achievement criteria, total shareholder return, measurement period | 3 years | ||||
Absolute total shareholder return is negative, maximum payout percentage | 50% | ||||
OPG PSUs | Executive Officer | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage earned based on achievement | 0% | ||||
OPG PSUs | Executive Officer | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage earned based on achievement | 300% |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 22 | $ 18 | $ 41 | $ 42 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 1 | 3 | 2 | 4 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 21 | 15 | 39 | 38 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 2 | 2 | 4 | 6 |
PSUs/RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 20 | $ 16 | $ 37 | $ 36 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-based Awards Granted (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock options | ||
Granted (in shares) | 1,317 | 3,130 |
Weighted-average exercise price (in usd per share) | $ 16.85 | $ 18.16 |
Weighted-average grant date fair value (in usd per share) | $ 4.92 | $ 5.40 |
RSUs | ||
Other Than Stock Options | ||
Granted (in shares) | 3,322 | 2,888 |
Weighted-average grant date fair value (in usd per share) | $ 16.74 | $ 17.97 |
TSR performance-based RSUs | ||
Other Than Stock Options | ||
Granted (in shares) | 826 | 1,175 |
Weighted-average grant date fair value (in usd per share) | $ 21.21 | $ 27.65 |
Organic Revenue Growth PSUs | ||
Other Than Stock Options | ||
Granted (in shares) | 379 | 142 |
Weighted-average grant date fair value (in usd per share) | $ 16.08 | $ 17.96 |
OPG PSUs | ||
Other Than Stock Options | ||
Granted (in shares) | 1,758 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 17.04 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ 6,580 | $ 6,729 | $ 6,920 | $ 7,030 | $ 7,052 | $ 7,101 |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (1,278) | (1,217) | ||||
Pension adjustment, net of tax | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (28) | (28) | ||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ (1,306) | $ (1,283) | $ (1,245) | $ (1,247) | $ (1,238) | $ (1,258) |
OTHER EXPENSE, NET - Summary of
OTHER EXPENSE, NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
Asset impairments | $ 5 | $ 0 | $ 5 | $ 0 |
Restructuring and integration costs | 6 | 14 | 17 | 22 |
Gain on sale of assets | (1) | 0 | (5) | 0 |
Litigation and other matters | 0 | 0 | 1 | 0 |
Acquisition-related costs | 1 | 2 | 1 | 3 |
Acquisition-related contingent consideration | 0 | 1 | 1 | 1 |
Other, net | 3 | 0 | 3 | 0 |
Other expense, net | $ 14 | $ 17 | $ 23 | $ 26 |
OTHER EXPENSE, NET - Narrative
OTHER EXPENSE, NET - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||
Employee severance costs | $ 17 | $ 22 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) for income taxes | $ 72 | $ 10 | $ 145 | $ 43 | |
Valuation allowance against deferred tax assets | 171 | 171 | $ 150 | ||
Unrecognized tax benefits including interest and penalties | 65 | 65 | 68 | ||
Unrecognized tax benefits related to interest and penalties | 9 | 9 | $ 9 | ||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 57 | 57 | |||
Unrecognized tax benefit, amount possible to decrease in next twelve months | $ 1 | $ 1 |
LOSS PER SHARE - Schedule of Ca
LOSS PER SHARE - Schedule of Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Bausch + Lomb Corporation | $ (151) | $ (32) | $ (318) | $ (122) |
Basic weighted-average common shares outstanding (in shares) | 351.8 | 350.5 | 351.5 | 350.3 |
Diluted effect of stock options and RSUs (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 351.8 | 350.5 | 351.5 | 350.3 |
Basic Loss per share attributable to Bausch + Lomb Corporation (in usd per share) | $ (0.43) | $ (0.09) | $ (0.90) | $ (0.35) |
Diluted Loss per share attributable to Bausch + Lomb Corporation (in usd per share) | $ (0.43) | $ (0.09) | $ (0.90) | $ (0.35) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
RSUs, PSUs and Stock Options | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 1,238 | 1,623 | 1,419 | 1,452 |
Stock Option, Time-based RSUs and Performance-based RSUs | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 10,364 | 3,199 | 10,315 | 4,448 |
Stock Options and RSUs | IPO Founders Grants | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Excluded from computation of earnings per share, linked to the completion of the Separation or the performance conditions not met (in shares) | 3,799 | 5,483 | 3,799 | 5,483 |
PSUs | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Excluded from computation of earnings per share, linked to the completion of the Separation or the performance conditions not met (in shares) | 2,877 | 892 | 2,877 | 892 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceedings (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Current accrued loss contingencies | $ 5 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - BHC | Jun. 30, 2024 case |
Shower to Shower Product Liability Litigation | Canada | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 2 |
Shower to Shower Product Liability Litigation | BRITISH COLUMBIA | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 1 |
Shower to Shower Product Liability Litigation | QUEBEC | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 1 |
Shower to Shower Product Liability Litigation | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 27 |
Shower to Shower Product Liability Litigation, Atlantic County, New Jersey Multi-County, Stipulations of Dismissal Submitted | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 3 |
Shower to Shower Product Liability Litigation, Alleging Caused Ovarian Cancer, Mesothelioma or Breast Cancer | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 26 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | 1 Months Ended | |
Feb. 17, 2023 | Apr. 30, 2018 | |
California Proposition 65 Related Matter Litigation | BHC | ||
Loss Contingencies [Line Items] | ||
Stay of approval, motion to extend, period one | 60 days | |
Stay of approval, motion to extend, period two | 7 days | |
Doctors Allergy Formula, LLC Litigation | Bausch Health Americas | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 23 |
LEGAL PROCEEDINGS - Intellectua
LEGAL PROCEEDINGS - Intellectual Property Matters (Details) | 1 Months Ended | 6 Months Ended | ||
Aug. 01, 2024 defendant | Sep. 10, 2021 | Mar. 31, 2021 defendant proceeding | Jun. 30, 2024 defendant | |
PreserVision® AREDS Patent Litigation | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants | 19 | |||
Number of proceedings | proceeding | 16 | |||
PreserVision® AREDS Patent Litigation | Pending Litigation | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants | 1 | |||
PreserVision® AREDS Patent Litigation | Settled Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants | 13 | |||
PreserVision® AREDS Patent Litigation | Default Judgement | ||||
Loss Contingencies [Line Items] | ||||
Number of defendants | 2 | |||
Lumify® Paragraph IV Proceedings, Slayback ANDA Litigation | ||||
Loss Contingencies [Line Items] | ||||
Stay of approval, period | 30 months |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment reporting information | ||||
Total revenues | $ 1,216 | $ 1,035 | $ 2,315 | $ 1,966 |
Operating income | 26 | 43 | 32 | 41 |
Amortization of intangible assets | (74) | (56) | (148) | (113) |
Other expense, net | (14) | (17) | (23) | (26) |
Interest income | 3 | 5 | 6 | 8 |
Interest expense | (102) | (58) | (201) | (108) |
Foreign exchange and other | (3) | (9) | (3) | (15) |
Loss before provision for income taxes | (76) | (19) | (166) | (74) |
Vision Care | ||||
Segment reporting information | ||||
Total revenues | 697 | 646 | 1,332 | 1,233 |
Pharmaceuticals | ||||
Segment reporting information | ||||
Total revenues | 310 | 194 | 577 | 355 |
Surgical | ||||
Segment reporting information | ||||
Total revenues | 209 | 195 | 406 | 378 |
Operating Segment | ||||
Segment reporting information | ||||
Total revenues | 1,216 | 1,035 | 2,315 | 1,966 |
Operating income | 274 | 244 | 516 | 455 |
Operating Segment | Vision Care | ||||
Segment reporting information | ||||
Total revenues | 697 | 646 | 1,332 | 1,233 |
Operating income | 192 | 167 | 370 | 321 |
Operating Segment | Pharmaceuticals | ||||
Segment reporting information | ||||
Total revenues | 310 | 194 | 577 | 355 |
Operating income | 78 | 68 | 131 | 114 |
Operating Segment | Surgical | ||||
Segment reporting information | ||||
Total revenues | 209 | 195 | 406 | 378 |
Operating income | 4 | 9 | 15 | 20 |
Corporate | ||||
Segment reporting information | ||||
Operating income | $ (160) | $ (128) | $ (313) | $ (275) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,216 | $ 1,035 | $ 2,315 | $ 1,966 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 245 | 134 | 454 | 242 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 445 | 408 | 869 | 814 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 447 | 421 | 842 | 774 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 76 | 68 | 142 | 129 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3 | 4 | 8 | 7 |
Vision Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 697 | 646 | 1,332 | 1,233 |
Vision Care | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1 | 1 | 2 | 2 |
Vision Care | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 237 | 215 | 466 | 439 |
Vision Care | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 447 | 421 | 842 | 774 |
Vision Care | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10 | 7 | 18 | 14 |
Vision Care | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2 | 2 | 4 | 4 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 310 | 194 | 577 | 355 |
Pharmaceuticals | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 244 | 133 | 452 | 240 |
Pharmaceuticals | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Pharmaceuticals | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Pharmaceuticals | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 66 | 61 | 124 | 115 |
Pharmaceuticals | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 1 | 0 |
Surgical | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 209 | 195 | 406 | 378 |
Surgical | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Surgical | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 208 | 193 | 403 | 375 |
Surgical | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Surgical | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Surgical | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1 | $ 2 | $ 3 | $ 3 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - product | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Number of products/franchises represented of total revenue | 10 | 10 |
Product Concentration Risk | Revenues | Customer, Top Ten Products | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 55% | 53% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 1,216 | $ 1,035 | $ 2,315 | $ 1,966 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 610 | 466 | 1,147 | 870 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 93 | 89 | 170 | 163 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 64 | 62 | 124 | 118 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 43 | 46 | 85 | 94 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 40 | 40 | 82 | 82 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 33 | 29 | 64 | 58 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 32 | 27 | 60 | 53 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 29 | 26 | 57 | 50 |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 23 | 22 | 46 | 42 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 25 | 24 | 46 | 44 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 20 | 15 | 37 | 31 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 18 | 14 | 33 | 26 |
South Korea | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 11 | 12 | 23 | 23 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 175 | $ 163 | $ 341 | $ 312 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Revenues | Customer Concentration Risk | McKesson Corporation | |
Revenue, Major Customer [Line Items] | |
Concentration risk percentage | 10% |