Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 14, 2019 | Jun. 30, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Bausch Health Companies Inc. | ||
Entity Central Index Key | 885,590 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 350,993,877 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Emerging Growth Company | false | ||
Entity Smaller Reporting Company | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 7,208,197,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 721 | $ 720 |
Restricted cash | 2 | 77 |
Trade receivables, net | 1,865 | 2,130 |
Inventories, net | 934 | 1,048 |
Prepaid expenses and other current assets | 689 | 771 |
Total current assets | 4,211 | 4,746 |
Property, plant and equipment, net | 1,353 | 1,403 |
Intangible assets, net | 12,001 | 15,211 |
Goodwill | 13,142 | 15,593 |
Deferred tax assets, net | 1,676 | 433 |
Other non-current assets | 109 | 111 |
Total assets | 32,492 | 37,497 |
Current liabilities: | ||
Accounts payable | 411 | 365 |
Accrued and other current liabilities | 3,197 | 3,694 |
Current portion of long-term debt and other | 228 | 209 |
Total current liabilities | 3,836 | 4,268 |
Acquisition-related contingent consideration | 298 | 344 |
Non-current portion of long-term debt | 24,077 | 25,235 |
Deferred tax liabilities, net | 885 | 1,180 |
Other non-current liabilities | 581 | 526 |
Total liabilities | 29,677 | 31,553 |
Commitments and contingencies (Notes 20 and 21) | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 349,871,102 and 348,708,567 issued and outstanding at December 31, 2018 and 2017, respectively | 10,121 | 10,090 |
Additional paid-in capital | 413 | 380 |
Accumulated deficit | (5,664) | (2,725) |
Accumulated other comprehensive loss | (2,137) | (1,896) |
Total Bausch Health Companies Inc. shareholders’ equity | 2,733 | 5,849 |
Noncontrolling interest | 82 | 95 |
Total equity | 2,815 | 5,944 |
Total liabilities and equity | $ 32,492 | $ 37,497 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 349,871,102 | 348,708,567 |
Common stock, shares outstanding (in shares) | 349,871,102 | 348,708,567 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Product sales and Other revenues | $ 8,380 | $ 8,724 | $ 9,674 |
Expenses | |||
Selling, general and administrative | 2,473 | 2,582 | 2,810 |
Research and development | 413 | 361 | 421 |
Amortization of intangible assets | 2,644 | 2,690 | 2,673 |
Goodwill impairments | 2,322 | 312 | 1,077 |
Asset impairments | 568 | 714 | 422 |
Restructuring and integration costs | 22 | 52 | 132 |
Acquired in-process research and development costs | 1 | 5 | 34 |
Acquisition-related contingent consideration | (9) | (289) | (13) |
Other (income) expense, net | (21) | (353) | 73 |
Total expenses | 10,764 | 8,622 | 10,240 |
Operating (loss) income | (2,384) | 102 | (566) |
Interest income | 11 | 12 | 8 |
Interest expense | (1,685) | (1,840) | (1,836) |
Loss on extinguishment of debt | (119) | (122) | 0 |
Foreign exchange and other | 23 | 107 | (41) |
Loss before benefit from income taxes | (4,154) | (1,741) | (2,435) |
Benefit from income taxes | 10 | 4,145 | 27 |
Net (loss) income | (4,144) | 2,404 | (2,408) |
Net income attributable to noncontrolling interest | (4) | 0 | (1) |
Net (loss) income attributable to Bausch Health Companies Inc. | $ (4,148) | $ 2,404 | $ (2,409) |
(Loss) earnings per share attributable to Bausch Health Companies Inc. | |||
Basic (in dollars per share) | $ (11.81) | $ 6.86 | $ (6.94) |
Diluted (in dollars per share) | $ (11.81) | $ 6.83 | $ (6.94) |
Weighted-average common shares | |||
Basic (in shares) | 351.3 | 350.2 | 347.3 |
Diluted (in shares) | 351.3 | 351.8 | 347.3 |
Product | |||
Revenues | |||
Product sales and Other revenues | $ 8,271 | $ 8,595 | $ 9,536 |
Expenses | |||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 2,309 | 2,506 | 2,572 |
Product and Service, Other | |||
Revenues | |||
Product sales and Other revenues | 109 | 129 | 138 |
Expenses | |||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 42 | $ 42 | $ 39 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (4,144) | $ 2,404 | $ (2,408) |
Other comprehensive (loss) income | |||
Foreign currency translation adjustment | (237) | 202 | (548) |
Net unrealized holding loss on sale of assets and businesses: | |||
Arising in period | 0 | (26) | 0 |
Reclassification to net (loss) income | 0 | 26 | 0 |
Net unrealized holding loss on sale of assets and businesses: | (237) | 202 | (548) |
Pension and postretirement benefit plan adjustments: | |||
Newly established prior service credit | 0 | 0 | 6 |
Net actuarial (loss) gain arising during the year | (7) | 20 | (32) |
Amortization of prior service credit | (4) | (4) | (3) |
Amortization or settlement recognition of net gain | 1 | 2 | 1 |
Income tax benefit (expense) | 3 | (4) | 4 |
Foreign currency impact | 0 | 1 | 1 |
Net pension and postretirement benefit plan adjustments | (7) | 15 | (23) |
Other comprehensive (loss) income | (244) | 217 | (571) |
Comprehensive (loss) income | (4,388) | 2,621 | (2,979) |
Comprehensive (income) loss attributable to noncontrolling interest | (1) | (4) | 4 |
Comprehensive (loss) income attributable to Bausch Health Companies Inc. | $ (4,389) | $ 2,617 | $ (2,975) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Bausch Health Companies Inc. Shareholders' Equity | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2015 | 342,900,000 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 6,029 | $ 9,897 | $ 305 | $ (2,750) | $ (1,542) | $ 5,910 | $ 119 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 4,900,000 | ||||||
Common shares issued under share-based compensation plans | 33 | $ 141 | (108) | 33 | |||
Share-based compensation | 165 | 165 | 165 | ||||
Employee withholding taxes related to share-based awards | (11) | (11) | (11) | ||||
Noncontrolling interest distributions | (9) | (9) | |||||
Net (loss) income | (2,408) | (2,409) | (2,409) | 1 | |||
Other comprehensive income (loss) | (571) | (566) | (566) | (5) | |||
Ending Balance (in shares) at Dec. 31, 2016 | 347,800,000 | ||||||
Ending Balance at Dec. 31, 2016 | 3,258 | $ 10,038 | 351 | (5,129) | (2,108) | 3,152 | 106 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 900,000 | ||||||
Common shares issued under share-based compensation plans | $ 52 | (52) | |||||
Share-based compensation | 87 | 87 | 87 | ||||
Employee withholding taxes related to share-based awards | (4) | (4) | (4) | ||||
Acquisition of noncontrolling interest | (9) | (2) | (1) | (3) | (6) | ||
Noncontrolling interest distributions | (9) | (9) | |||||
Net (loss) income | 2,404 | 2,404 | 2,404 | ||||
Other comprehensive income (loss) | $ 217 | 213 | 213 | 4 | |||
Ending Balance (in shares) at Dec. 31, 2017 | 348,708,567 | 348,700,000 | |||||
Ending Balance at Dec. 31, 2017 | $ 5,944 | $ 10,090 | 380 | (2,725) | (1,896) | 5,849 | 95 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 1,200,000 | ||||||
Common shares issued under share-based compensation plans | 2 | $ 31 | (29) | 2 | |||
Share-based compensation | 87 | 87 | 87 | ||||
Employee withholding taxes related to share-based awards | (10) | (10) | (10) | ||||
Acquisition of noncontrolling interest | (18) | (15) | 0 | (15) | (3) | ||
Noncontrolling interest distributions | (11) | (11) | |||||
Net (loss) income | (4,144) | (4,148) | (4,148) | 4 | |||
Other comprehensive income (loss) | $ (244) | (241) | (241) | (3) | |||
Ending Balance (in shares) at Dec. 31, 2018 | 349,871,102 | 349,900,000 | |||||
Ending Balance at Dec. 31, 2018 | $ 2,815 | $ 10,121 | $ 413 | $ (5,664) | $ (2,137) | $ 2,733 | $ 82 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | |||
Net (loss) income | $ (4,144) | $ 2,404 | $ (2,408) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization of intangible assets | 2,819 | 2,858 | 2,866 |
Amortization and write-off of debt discounts and debt issuance costs | 79 | 151 | 118 |
Asset impairments | 568 | 714 | 422 |
Goodwill impairment | 2,322 | 312 | 1,077 |
Acquisition accounting adjustment on inventory sold | 0 | 0 | 38 |
Acquisition-related contingent consideration | (9) | (289) | (13) |
Allowances for losses on trade receivables and inventories | 69 | 119 | 174 |
Deferred income taxes | (144) | (4,386) | (236) |
Loss (gain) on disposal of assets and businesses | 6 | (579) | (8) |
(Reductions) additions to accrued legal settlements | (27) | 226 | 59 |
Insurance proceeds for legal settlement | 0 | 60 | 0 |
Payments of accrued legal settlements | (224) | (221) | (69) |
Share-based compensation | 87 | 87 | 165 |
Foreign exchange (gain) loss | (19) | (106) | 14 |
Loss on extinguishment of debt | 119 | 122 | 0 |
Payments of contingent consideration adjustments, including accretion | (2) | (4) | (28) |
Other | (17) | (22) | 26 |
Changes in operating assets and liabilities: | |||
Trade receivables | 216 | 417 | (34) |
Inventories | (5) | 7 | (164) |
Prepaid expenses and other current assets | (72) | 33 | 232 |
Accounts payable, accrued and other liabilities | (121) | 387 | (144) |
Net cash provided by operating activities | 1,501 | 2,290 | 2,087 |
Cash Flows From Investing Activities | |||
Acquisition of businesses, net of cash acquired | 5 | 0 | (19) |
Acquisition of intangible assets and other assets | (78) | (165) | (56) |
Purchases of property, plant and equipment | (157) | (171) | (235) |
Purchases of marketable securities | (7) | (7) | (1) |
Proceeds from sale of marketable securities | 7 | 2 | 17 |
Proceeds from sale of assets and businesses, net of costs to sell | 34 | 3,253 | 199 |
Reduction of cash due to deconsolidation | 0 | 0 | (30) |
Other | 0 | (25) | 0 |
Net cash (used in) provided by investing activities | (196) | 2,887 | (125) |
Cash Flows From Financing Activities | |||
Issuance of long-term debt, net of discounts | 8,944 | 9,424 | 1,220 |
Repayments of long-term debt | (10,101) | (14,203) | (2,436) |
Borrowings of short-term debt | 0 | 1 | 3 |
Repayments of short-term debt | (3) | (8) | (3) |
Proceeds from exercise of stock options | 2 | 0 | 33 |
Payment of employee withholding tax upon vesting of share-based awards | (10) | (4) | (11) |
Payments of contingent consideration | (37) | (45) | (123) |
Payments of deferred consideration | (18) | 0 | (540) |
Payments of financing costs | (102) | (110) | (97) |
Other | (28) | (18) | (9) |
Net cash used in financing activities | (1,353) | (4,963) | (1,963) |
Effect of exchange rate changes on cash and cash equivalents | (26) | 41 | (54) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (74) | 255 | (55) |
Cash and cash equivalents and restricted cash, beginning of year | 797 | 542 | 597 |
Cash and cash equivalents and restricted cash, end of year | 723 | 797 | 542 |
Cash and cash equivalents, end of year | 721 | 720 | 542 |
Restricted cash, end of year | 2 | 77 | 0 |
Cash and cash equivalents and restricted cash, end of year | $ 797 | $ 542 | $ 597 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Bausch Health Companies Inc. (the “Company”), formerly known as Valeant Pharmaceuticals International, Inc., is a multinational, specialty pharmaceutical and medical device company that develops, manufactures and markets a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices) which are marketed directly or indirectly in over 90 countries. Effective August 9, 2013, the Company continued from the federal jurisdiction of Canada to the Province of British Columbia, meaning that the Company became a company registered under the laws of the Province of British Columbia as if it had been incorporated under the laws of the Province of British Columbia. As a result of this continuance, the legal domicile of the Company became the Province of British Columbia, the Canada Business Corporations Act ceased to apply to the Company and the Company became subject to the British Columbia Business Corporations Act. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The Consolidated Financial Statements 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”), applied on a consistent basis. In preparing the Company’s Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include: provisions for product returns, rebates, chargebacks, discounts and allowances and distribution fees paid to certain wholesalers; useful lives of amortizable intangible assets and property, plant and equipment; expected future cash flows used in evaluating intangible assets for impairment, assessing compliance with debt covenants and making going concern assessments; reporting unit fair values for testing goodwill for impairment and allocating goodwill to new reporting unit structure on a relative fair value basis; provisions for loss contingencies; provisions for income taxes, uncertain tax positions and realizability of deferred tax assets; and the recognition of the fair value of assets and liabilities acquired in a business combination, including the fair value of contingent consideration. Under certain product manufacturing and supply agreements, management uses information from the Company’s commercialization counterparties to arrive at estimates for future returns, rebates and chargebacks. 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 Consolidated Financial Statements could be materially impacted. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. Acquisitions Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Consolidated Financial Statements after the date of acquisition. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. Fair Value of Financial Instruments The estimated fair values of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities approximate their carrying values due to their short maturity periods. The fair value of acquisition-related contingent consideration is based on estimated discounted future cash flows or Monte Carlo Simulation analyses and assessment of the probability of occurrence of potential future events. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and trade receivables. The Company invests its excess cash in high-quality, money market instruments and term deposits with varying maturities, but typically less than three months. The Company’s cash and cash equivalents are invested in various investment grade institutional money market accounts and bank term deposits. Cash deposited at banks may exceed the amount of insurance provided on such deposits. Generally, these cash deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate such risks by spreading its risk across multiple counterparties and monitoring the risk profiles of these counterparties. The Company’s trade receivables primarily represent amounts due from wholesale distributors, retail pharmacies, government entities and group purchasing organizations. Outside of the U.S., concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the number of customers using the Company’s products, as well as their dispersion across many different geographic regions. The Company performs periodic credit evaluations of customers and does not require collateral. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. The credit and economic conditions within Portugal, Greece, among other members of the European Union, Brazil, Egypt, Argentina, Turkey and Ukraine have been weak in recent years. In November 2016, as a result of the Egyptian government’s decision to float the Egyptian pound and un-peg it to the U.S. Dollar, the Egyptian pound was significantly devalued. The Company's exposure to the Egyptian pound is with respect to the Amoun Pharmaceutical Company S.A.E. business acquired in October 2015, which represented approximately 2% of the Company's revenue in each of the years 2018, 2017 and 2016 total revenues. These conditions have increased, and may continue to increase, the average length of time that it takes to collect on the Company’s trade receivables outstanding in these countries. An allowance for doubtful accounts is maintained for potential credit losses based on the aging of trade receivables, historical bad debts experience and changes in customer payment patterns. Trade receivable balances are written off against the allowance when it is deemed probable that the receivable will not be collected. Trade receivables, net are stated net of reserves for sales returns and allowances and provisions for doubtful accounts of $47 million and $97 million as of December 31, 2018 and 2017 , respectively. As of December 31, 2018 , the Company’s three largest U.S. wholesaler customers accounted for approximately 39% of net trade receivables. In addition, as of December 31, 2018 and 2017 , the Company’s net trade receivable balance from Greece, Portugal, Ukraine, Turkey, Egypt, Argentina and Brazil amounted to $110 million and $230 million , respectively, the majority of which is current or less than 90 days past due. The portion of the net trade receivable from these countries that is past due more than 90 days amounted to $2 million , as of December 31, 2018 , a portion of which is comprised of public hospitals. Based on analysis of bad debt experience and assessment of historical payment patterns for such customers, the Company has established a reserve covering approximately half of the balance past due more than 90 days for such countries. The Company has not experienced any significant losses from uncollectible accounts in the three-year period ended December 31, 2018 . Inventories Inventories comprise raw materials, work in process and finished goods, which are valued at the lower of cost or net realizable value, on a first-in, first-out basis. The cost value for work in process and finished goods inventories includes materials, direct labor and an allocation of overheads. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. Property, Plant and Equipment Property, plant and equipment are reported at cost, less accumulated depreciation. Costs incurred on assets under construction are capitalized as construction in progress. Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: Land improvements 15 - 30 years Buildings and improvements Up to 40 years Machinery and equipment 3 - 20 years Other equipment 3 - 10 years Equipment on operating lease Up to 5 years Leasehold improvements and capital leases Lesser of term of lease or 10 years Intangible Assets Intangible assets are reported at cost, less accumulated amortization and impairments. Intangible assets with finite lives are amortized over their estimated useful lives. Amortization is calculated primarily using the straight-line method based on the following estimated useful lives: Product brands 2 - 20 years Corporate brands 7 - 20 years Product rights 3 - 15 years Partner relationships 7 - 9 years Out-licensed technology and other 8 - 10 years Divestitures of Products The net of the proceeds on the divestiture of products and the carrying amount of the related assets is recorded as a gain/loss on sale within Other (income) expense, net . Any contingent payments that are potentially due to the Company as a result of these divestitures are recorded when realizable. IPR&D The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. IPR&D assets are tested for impairment at least annually or when triggering events are identified. The fair value of an IPR&D intangible asset is typically determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the expected cash flow streams. Impairment of Long-Lived Assets 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. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. Indefinite-lived intangible assets, which includes acquired IPR&D and the corporate trademark acquired in the acquisition of Bausch & Lomb Holdings Incorporated (the ‘‘B&L Trademark’’), are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of the asset to its carrying value. Goodwill Goodwill is recorded with the acquisition of a business and is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. 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. An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that indicate an impairment might be present. For example, a substantial decline in the Company’s market capitalization, changes in reportable segments, unexpected adverse business conditions, economic factors and unanticipated competitive activities may signal that an interim impairment test is needed. Accordingly, among other factors, the Company monitors changes in its share price between annual impairment tests. The Company considers a decline in its share price that corresponds to an overall deterioration in stock market conditions to be less of an indicator of goodwill impairment than a unilateral decline in its share price reflecting adverse changes in its underlying operating performance, cash flows, financial condition and/or liquidity. In the event that the Company’s market capitalization does decline below its book value, the Company would consider the length and severity of the decline and the reason for the decline when assessing whether potential goodwill impairment exists. The Company believes that short-term fluctuations in share prices may not necessarily reflect underlying values. Prior to January 1, 2018, the goodwill impairment test consisted of two steps. In step one, the Company compared the carrying value of each reporting unit to its fair value. In step two, if the carrying value of a reporting unit exceeded its fair value, the Company would measure goodwill impairment as the excess of the carryi ng value of the reporting unit’s goodwill over the fair value of its goodwill, if any. The fair value of goodwill was derived as the excess of the fair value of the reporting unit over the fair value of the reporting unit’s identifiable assets and liabilities. Effective January 1, 2018, the Company elected to early adopt guidance issued by the Financial Accounting Standards Board ("FASB") which simplified the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead, as of January 1, 2018 and all subsequent periods, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value. Debt Discounts, Issuance Costs and Deferred Financing Costs Debt discounts and issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related debt and are amortized, using the effective interest method, as interest expense over the contractual lives of the related credit facilities or notes. Deferred financing costs associated with revolving credit facility arrangements are included in the balances of Prepaid expenses and other current assets and Other non-current assets in the Consolidated Balance Sheets and are amortized as interest expense over the contractual life of the related revolving credit facility. Foreign Currency Translation The assets and liabilities of the Company’s foreign operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at the average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive loss in shareholders’ equity. Foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional currency are recognized in Net (loss) income. Revenue Recognition As discussed under the caption "Adoption of New Accounting Standards" to this Note 2 , effective January 1, 2018, the Company adopted guidance issued by the FASB regarding recognizing revenue from contracts with customers. Based upon review of current customer contracts, the Company concluded the implementation of the new guidance did not have a material quantitative impact on its Consolidated Financial Statements as the timing of revenue recognition for product sales did not significantly change. The Company adopted this guidance using the modified retrospective approach, and therefore, revenue reported for the years 2017 and 2016 have not been restated. Although the new guidance did result in additional disclosures as to the nature, amounts and concentrations of revenue, it did not have a material impact on the Company's significant accounting policies. The revenue recognition policies as enumerated below reflect the Company's accounting policies effective January 1, 2018, which did not have a materially different financial statement result than what the results would have been under the previous accounting policies for revenue recognition. The Company’s revenues are primarily generated from product sales that consist of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) OTC products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue primarily in the areas of dermatology and topical medication. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 22, "SEGMENT INFORMATION" for the disaggregation of revenue which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by the economic factors of each category of customer contracts. 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 generally recognizes revenue for product sales at a point in time, when the customer obtains control of the products. Product Sales Provisions As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at reported net product sales. The transaction price for product sales 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 table presents the activity and ending balances of the Company’s variable consideration provisions for the year ended December 31, 2018 . (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2018 $ 167 $ 863 $ 1,094 $ 274 $ 148 $ 2,546 Current period provision 865 293 2,551 1,966 212 5,887 Payments and credits (857 ) (343 ) (2,621 ) (2,031 ) (197 ) (6,049 ) Reserve balance, December 31, 2018 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $26 million as of December 31, 2018 , which are reflected as a reduction of Trade accounts receivable, net in the Consolidated Balance Sheets. The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company's products. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or an adjustment related to past sales, or both. If the actual amounts paid vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variance becomes known. The Company applies this method consistently for contracts with similar characteristics. The following describes the major sources of variable consideration in the Company’s customer arrangements and the methodology, estimates and judgments applied to estimate each type of variable consideration. Cash Discounts and Allowances Cash discounts are offered for prompt payment and allowances for volume purchases. Provisions for cash discounts are estimated at the time of sale and recorded as direct reductions to trade receivables and revenue. Management estimates the provisions for cash discounts and allowances based on contractual sales terms with customers, an analysis of unpaid invoices and historical payment experience. Estimated cash discounts and allowances have historically been predictable and less subjective, due to the limited number of assumptions involved, the consistency of historical experience and the fact that these amounts are generally settled within one month of incurring the liability. Returns Consistent with industry practice, customers are generally allowed to return products within a specified period of time before and after its expiration date, excluding European businesses which generally do not provide a right of return. The returns provision is estimated utilizing historical sales and return rates over the period during which customers have a right of return, taking into account available information on competitive products and contract changes. The information utilized to estimate the returns provision includes: (i) historical return and exchange levels, (ii) external data with respect to inventory levels in the wholesale distribution channel, (iii) external data with respect to prescription demand for products, (iv) remaining shelf lives of products at the date of sale and (v) estimated returns liability to be processed by year of sale based on an analysis of lot information related to actual historical returns. In determining the estimate for returns, management is required to make certain assumptions regarding the timing of the introduction of new products and the potential of these products to capture market share. In addition, certain assumptions with respect to the extent and pattern of decline associated with generic competition are necessary. These assumptions are formulated using market data for similar products, past experience and other available information. These assumptions are continually reassessed, and changes to the estimates and assumptions are made as new information becomes available. A change of 1% in the estimated return rates would have impacted the Company’s pre-tax earnings by approximately $86 million for the year ended December 31, 2018 . The estimate for returns may be impacted by a number of factors, but the principal factor relates to the inventory levels in the distribution channel. When management becomes aware of an increase in such inventory levels, it considers whether the increase may be temporary or other-than-temporary. Temporary increases in wholesaler inventory levels will not differ from original estimates of provision for returns. Other-than-temporary increases in wholesaler inventory levels, however, may be an indication that future product returns could be higher than originally anticipated, and, as a result, estimates for returns may need to be adjusted. Factors that suggest increases in wholesaler inventory levels are temporary include: (i) recently implemented or announced price increases for certain products, (ii) new product launches or expanded indications for existing products and (iii) timing of purchases by wholesale customers. Conversely, factors that suggest increases in wholesaler inventory levels are other-than-temporary include: (i) declining sales trends based on prescription demand, (ii) introduction of new products or generic competition, (iii) increasing price competition from generic competitors and (iv) changes to the U.S. National Drug Codes (“NDC”) of products. Changes in the NDC of products could result in a period of higher returns related to products with the old NDC, as U.S. customers generally permit only one NDC per product for identification and tracking within their inventory systems. Rebates and Chargebacks Product sales made under governmental and managed-care pricing programs in the U.S. are subject to rebates. The Company participates in state government-managed Medicaid programs, as well as certain other qualifying federal and state government programs whereby rebates are provided to participating government entities. Medicaid rebates are generally billed 45 days after the quarter, but can be billed up to 270 days after the quarter in which the product is dispensed to the Medicaid participant. As a result, the Medicaid rebate reserve includes an estimate of outstanding claims for end-customer sales that occurred, but for which the related claim has not been billed and/or paid, and an estimate for future claims that will be made when inventory in the distribution channel is sold through to plan participants. The calculation of the Medicaid rebate reserve also requires other estimates, such as estimates of sales mix, to determine which sales are subject to rebates and the amount of such rebates. A change of 1% in the volume of product sold through to Medicaid plan participants would have impacted the Company’s pre-tax earnings by approximately $87 million for the year ended December 31, 2018 . Quarterly, the Medicaid rebate reserve is adjusted based on actual claims paid. Due to the delay in billing, adjustments to actual claims paid may incorporate revisions of that reserve for several periods. Managed Care rebates relate to contractual agreements to sell products to managed care organizations and pharmacy benefit managers at contractual rebate percentages in exchange for volume and/or market share. Chargebacks relate to contractual agreements to sell products to government agencies, group purchasing organizations and other indirect customers at contractual prices that are lower than the list prices the Company charges wholesalers. When these group purchasing organizations or other indirect customers purchase products through wholesalers at these reduced prices, the wholesaler charges the Company for the difference between the prices they paid the Company and the prices at which they sold the products to the indirect customers. In estimating provisions for rebates and chargebacks, management considers relevant statutes with respect to governmental pricing programs and contractual sales terms with managed-care providers and group purchasing organizations. Management estimates the amount of product sales subject to these programs based on historical utilization levels. Changes in the level of utilization of products through private or public benefit plans and group purchasing organizations will affect the amount of rebates and chargebacks that the Company is obligated to pay. Management continually updates these factors based on new contractual or statutory requirements, and any significant changes in sales trends that may impact the percentage of products subject to rebates or chargebacks. The amount of Managed Care, Medicaid and other rebates and chargebacks has become more significant as a result of a combination of deeper discounts due to the price increases implemented in each of the last three years, changes in the Company’s product portfolio due to recent acquisitions and increased Medicaid utilization due to expansion of government funding for these programs. Management’s estimate for rebates and chargebacks may be impacted by a number of factors, but the principal factor relates to the level of inventory in the distribution channel. Rebate provisions are based on factors such as timing and terms of plans under contract, time to process rebates, product pricing, sales volumes, amount of inventory in the distribution channel and prescription trends. Adjustments to actual for the years ended December 31, 2018 and 2017 were not material to the Company’s revenues or earnings. Patient Co-Pay Assistance programs, Consumer Rebates and Loyalty Programs are rebates offered on many of the Company’s products. Patient Co-Pay Assistance Programs are patient discount programs offered in the form of coupon cards or point of sale discounts, with which patients receive certain discounts off their prescription at participating pharmacies, as defined by the specific product program. An accrual for these programs is established, equal to management’s estimate of the discount, rebate and loyalty incentives attributable to a sale. That estimate is based on historical experience and other relevant factors. The accrual is adjusted throughout each quarter based on actual experience and changes in other factors, if any. Distribution Fees The Company sells product primarily to wholesalers, and in some instances to large pharmacy chains such as CVS and Wal-Mart. The Company has Distribution Services Agreements ("DSAs") with several large wholesale customers such as McKesson Corporation, AmerisourceBergen Corporation, Cardinal Health, Inc. and McKesson Specialty. Under the DSAs, the wholesalers agree to provide services, and the Company pays the contracted DSA distribution service fees for these services based on product volumes. Additionally, price appreciation credits are generated when the Company increases a product’s wholesaler acquisition cost (“WAC”) under contracts with certain wholesalers. Under such contracts, the Company is entitled to credits from such wholesalers for the impact of that WAC increase on inventory currently on hand at the wholesalers. Such credits are offset against the total distribution service fees paid to each such wholesaler. The variable consideration associated with price appreciation credits is reflected in the transaction price of products sold when it is determined to be probable that a significant reversal will not occur. Net revenue from price appreciation credits for the year ended December 31, 2018 was $31 million and is a reduction of distribution fees in the va |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition Agreement for Synergy Pharmaceuticals Inc. On December 12, 2018, the Company entered into an agreement to acquire certain assets of Synergy Pharmaceuticals Inc. ("Synergy") in a transaction valued at approximately $200 million plus certain assumed liabilities. Under the terms of the agreement, the Company will serve as the “stalking horse” bidder in a court-supervised auction and sale process pursuant to Section 363 of the Bankruptcy Code, which is expected to be completed in March 2019. Completion of this transaction is subject to other parties having an opportunity to submit competing bids (which may be superior to the Company's), bankruptcy court approval and other customary closing conditions. If the Company's bid is successful, among the assets to be acquired are the worldwide rights to the Trulance ® (plecanatide) product; a once-daily tablet for adults with chronic idiopathic constipation and irritable bowel syndrome with constipation. Noncontrolling Interest in Medpharm a On October 16, 2018, using cash on hand, the Company acquired the 40% noncontrolling interest of Medpharma Pharmaceutical & Chemical Industries LLC (“Medpharma”) for $18 million . The difference between the carrying value and the price paid for the noncontrolling interest in Medpharma of $15 million , is a reduction of additional paid-in capital. There were no other material business combinations in 2018, 2017 or 2016. The measurement period for all other acquisitions has closed. Licensing Agreement On February 21, 2017, EyeGate Pharmaceuticals, Inc. (“EyeGate”) granted a subsidiary of the Company the exclusive worldwide licensing rights to manufacture and sell the EyeGate ® II Delivery System and EGP-437 combination product candidate for the treatment of post-operative pain and inflammation in ocular surgery patients. EyeGate will be responsible for the continued development of this product candidate in the U.S. for the treatment of post-operative pain and inflammation in ocular surgery patients, and all associated costs. The Company has the right to further develop the product in the field outside of the U.S. at its cost. In connection with the licensing agreement, the Company paid an initial license fee of $4 million during the three months ended March 31, 2017 and is obligated to make future payments of: (i) up to $34 million upon the achievement of certain development and regulatory milestones, of which $3 million has been paid, (ii) up to $65 million upon the achievement of certain sales-based milestones and (iii) royalties. Based on early stage of development of the asset, and lack of acquired significant inputs, the Company concluded this was an asset acquisition. On December 14, 2018, the Company issued a notice voluntarily terminating certain licensing agreements dated July 9, 2015 and February 21, 2017 as discussed above, with EyeGate effective March 14, 2019. Following the termination of these agreements on March 14, 2019, the Company will relinquish all rights to the EyeGate ® II Delivery System and EGP-437 combination product. During the three months ended September 30, 2018, the Company fully impaired the EyeGate ® II Delivery System and EGP-437 combination product intangible assets and reduced the carrying value of the contingent consideration liabilities associated with these licensing agreements to zero . As of December 31, 2018, future payments, if any, to reimburse EyeGate for certain out-of-pocket costs incurred in connection with development work pursuant to its licensing agreements with EyeGate will not be material. |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES The Company did no t make any material divestitures during 2018. During 2017 and 2016, the Company has divested certain businesses and assets, which, in each case, was not aligned with its core business objectives. 2017 CeraVe ® , AcneFree ™ and AMBI ® skincare brands On March 3, 2017, the Company completed the sale of its interests in the CeraVe ® , AcneFree ™ and AMBI ® skincare brands for $1,300 million in cash (the “Skincare Sale”). The CeraVe ® , AcneFree ™ and AMBI ® skincare business was part of the Bausch + Lomb/International segment and was reclassified as held for sale as of December 31, 2016. Included in Other (income) expense, net for the year ended December 31, 2017 is the Gain on the Skincare Sale of $309 million , as adjusted. Dendreon Pharmaceuticals LLC On June 28, 2017, the Company completed the sale of all outstanding equity interests in Dendreon Pharmaceuticals LLC (formerly Dendreon Pharmaceuticals, Inc.) (“Dendreon”) for $845 million in cash (the “Dendreon Sale”), as adjusted. Dendreon was part of the former Branded Rx segment and was reclassified as held for sale as of December 31, 2016. Included in Other (income) expense, net for the year ended December 31, 2017 is the Gain on the Dendreon Sale of $97 million , as adjusted. iNova Pharmaceuticals On September 29, 2017, the Company completed the sale of its Australian-based iNova Pharmaceuticals (“iNova”) business for $938 million in cash (the “iNova Sale”), as adjusted. iNova markets a diversified portfolio of weight management, pain management, cardiology and cough and cold prescription and OTC products in more than 15 countries, with leading market positions in Australia and South Africa, as well as an established platform in Asia. The Company will continue to operate in these geographies through the Bausch + Lomb franchise. The iNova business was part of the Bausch + Lomb/International segment and was reclassified as held for sale as of December 31, 2016. Included in Other (income) expense, net for the year ended December 31, 2017 is the Gain on the iNova Sale of $309 million , as adjusted. Obagi Medical Products, Inc. On November 9, 2017, certain of the Company's affiliates completed the sale its Obagi Medical Products, Inc. (“Obagi”) business for $190 million in cash (the “Obagi Sale”). Obagi is a global specialty skin care pharmaceutical business with products focused on premature skin aging, skin damage, hyperpigmentation, acne and sun damage which are primarily available through dermatologists, plastic surgeons and other skin care professionals. The Obagi business was part of the former U.S. Diversified Products segment and was reclassified as held for sale as of March 31, 2017. The carrying value of the Obagi business, including associated goodwill, was adjusted to its estimated fair value less costs to sell and an impairment of $103 million was recognized in Asset impairments in the Consolidated Statement of Operations. Included in Other (income) expense, net for the year ended December 31, 2017 is a $13 million loss related to this transaction. Sprout Pharmaceuticals, Inc. On December 20, 2017 , the Company completed the sale of Sprout to a buyer affiliated with certain former shareholders of Sprout (the “Sprout Sale”), in exchange for a 6% royalty on global sales of Addyi ® (flibanserin 100 mg) beginning June 2019. In connection with the completion of the Sprout Sale, the terms of the October 2015 merger agreement relating to the Company's acquisition of Sprout were amended to terminate the Company's ongoing obligation to make future royalty payments associated with the Addyi ® product, as well as certain related provisions (including the obligation to make certain marketing and other expenditures). In connection with the completion of the Sprout Sale, the litigation against the Company, initiated on behalf of the former shareholders of Sprout, which disputed the Company's compliance with certain contractual terms of that same merger agreement with respect to the use of certain diligent efforts to develop and commercialize the Addyi ® product (including a disputed contractual term with respect to the spend of no less than $200 million in certain expenditures), was dismissed with prejudice. In connection with the completion of the Sprout Sale, the Company issued the buyer a five -year $25 million loan for initial operating expenses. Addyi ® , a once-daily, non-hormonal tablet approved for the treatment of acquired, generalized hypoactive sexual desire disorder in premenopausal women, is Sprout's only approved and commercialized product. Sprout was part of the former Branded Rx segment and was reclassified as held for sale as of September 30, 2017. The carrying value of the Sprout business, including associated goodwill, was adjusted to its estimated fair value less costs to sell and a $351 million impairment was recognized in Asset impairments in the year ended December 31, 2017. Upon consummation of the transaction, a loss of $98 million was recognized in Other (income) expense, net . The Company will recognize the agreed upon 6% royalty of global sales of Addyi ® beginning in June 2019 as these royalties become due, as the Company does not recognize contingent payments until such amounts are realizable. 2016 Portfolio of Neurology Medical Device Products On April 1, 2016, the Company completed the sale of a portfolio of neurology medical device products, including product rights and related fixed assets, for an upfront payment and a milestone payment. These assets were included in the Bausch + Lomb /International segment and a nominal loss on sale in the second quarter of 2016 was recorded. Ruconest ® On December 7, 2016, the Company completed the sale of all North American commercialization rights to Ruconest ® (recombinant human C1 esterase inhibitor) for up to $125 million in consideration, consisting of $60 million paid at closing and future sales-based milestone payments of up to $65 million . These assets were included in the former Branded Rx segment and were reclassified as held for sale in the second quarter of 2016. At that time, the assets were written down to the fair value of the expected consideration and a loss of $199 million was recorded in Asset impairments in the Consolidated Statement of Operations. Upon consummation of the transaction on December 7, 2016, a loss of $22 million was recognized in Other expense (income) in the year ended December 31, 2016 Consolidated Statement of Operations, representing the estimated fair value of the contingent consideration associated with the sale as the Company does not recognize contingent payments until such amounts are realizable. Through December 31, 2018, $20 million of sales-based milestones have been achieved. Paragon Holdings I, Inc. On November 9, 2016, the Company completed the sale of Paragon Holdings I, Inc. In connection with the divestiture, the Company recognized a loss of $19 million in the third quarter of 2016, when the assets of the divested business were classified as held for sale. |
RESTRUCTURING AND INTEGRATION C
RESTRUCTURING AND INTEGRATION COSTS | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION COSTS | RESTRUCTURING AND INTEGRATION COSTS In connection with acquisitions prior to 2016, the Company implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings. These measures included: (i) workforce reductions company-wide and other organizational changes, (ii) closing of duplicative facilities and other site rationalization actions company-wide, including research and development facilities, sales offices and corporate facilities, (iii) leveraging research and development spend and (iv) procurement savings. Cost-rationalization and integration initiatives relating to the acquisition of Salix Pharmaceuticals, Ltd. ("Salix Ltd.") in April 2015 (the "Salix Acquisition") were substantially completed by mid-2016 and are included in the amounts listed below. The remaining liability associated with all cost-rationalization and integration initiatives as of December 31, 2018 was $27 million . During the year ended December 31, 2018, the Company incurred $22 million of restructuring and integration-related costs. These costs included: (i) $11 million of severance costs, (ii) $10 million of facility closure costs and (iii) $1 million of other costs. The Company made payments of $33 million during 2018. During the year ended December 31, 2017, the Company incurred $52 million of restructuring and integration-related costs. These costs included: (i) $16 million of integration consulting, transition service and other costs, (ii) $16 million of severance costs and (iii) $20 million of facility closure costs. The Company made payments of $85 million during 2017. During the year ended December 31, 2016, the Company incurred $132 million of restructuring and integration costs. These costs included: (i) $90 million of integration consulting, duplicate labor, transition service and other costs, (ii) $22 million of severance costs, (iii) $19 million of facility closure costs and (iv) $1 million of other costs. These costs primarily related to integration and restructuring costs for other smaller acquisitions. The Company made payments of $121 million during 2016. The Company continues to evaluate opportunities to improve its operating results and may initiate additional cost savings programs to streamline its operations and eliminate redundant processes and expenses. The expenses associated with the implementation of these cost savings programs could be material and may include, but are not limited to, expenses associated with: (i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
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 as of December 31, 2018 and 2017 : 2018 2017 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 197 $ 166 $ 31 $ — $ 265 $ 230 $ 35 $ — Restricted cash $ 2 $ 2 $ — $ — $ 77 $ 77 $ — $ — Liabilities: Acquisition-related contingent consideration $ 339 $ — $ — $ 339 $ 387 $ — $ — $ 387 As of December 31, 2017, Restricted cash of $77 million was deposited with a bank as collateral to secure a bank guarantee for the benefit of the Australian Government in connection with the notice of assessment received on August 8, 2017 from the Australian Taxation Office, as discussed in Note 17, "INCOME TAXES" . On January 9, 2018, the cash collateral of $77 million of Restricted cash was returned to the Company in exchange for a $77 million letter of credit. There were no transfers between Level 1, Level 2 or Level 3 during 2018 and 2017 . Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The fair value measurement of acquisition-related contingent consideration arising from business combinations is determined via a probability-weighted discounted cash flow analysis or Monte Carlo Simulation, 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; (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows; and (iv) volatility of projected performance (Monte Carlo Simulation). Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. At December 31, 2018 , the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 5% to 25% . The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for 2018 and 2017 : (in millions) 2018 2017 Beginning balance, January 1, $ 387 $ 892 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 24 $ 54 Fair value adjustments to the expected future royalty payments for Addyi ® — (312 ) Fair value adjustments due to changes in estimates of other future payments (33 ) (31 ) Acquisition-related contingent consideration adjustments (9 ) (289 ) Reclassified to liabilities held for sale and subsequently disposed — (168 ) Payments / Settlements (39 ) (49 ) Foreign currency translation adjustment included in other comprehensive loss — 1 Ending balance, December 31, 339 387 Current portion 41 43 Non-current portion $ 298 $ 344 During 2017 and prior to identifying the Sprout business as held for sale, the Company recorded fair value adjustments to contingent consideration to reflect management's revised estimates of the future sales of Addyi ® . The Sprout Sale was completed on December 20, 2017 and the remaining contingent consideration related to Addyi ® was eliminated. Fair Value of Long-term Debt The fair value of long-term debt as of December 31, 2018 and 2017 was $23,357 million and $25,385 million , respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2). |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net of allowance for obsolescence, as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Raw materials $ 275 $ 276 Work in process 95 146 Finished goods 564 626 $ 934 $ 1,048 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The major components of property, plant and equipment as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Land $ 81 $ 84 Buildings 693 687 Machinery and equipment 1,527 1,436 Other equipment and leasehold improvements 366 358 Equipment on operating lease 46 42 Construction in progress 162 226 2,875 2,833 Less accumulated depreciation (1,522 ) (1,430 ) $ 1,353 $ 1,403 Depreciation expense was $175 million , $168 million and $193 million for 2018 , 2017 and 2016 , respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets as of December 31, 2018 and 2017 consist of: Weighted- Average Useful Lives (Years) 2018 2017 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Net Carrying Amount Finite-lived intangible assets: Product brands 7 $ 20,891 $ (11,958 ) $ 8,933 $ 20,913 $ (9,281 ) $ 11,632 Corporate brands 9 926 (263 ) 663 933 (179 ) 754 Product rights/patents 4 3,292 (2,658 ) 634 3,310 (2,346 ) 964 Partner relationships 2 168 (166 ) 2 179 (169 ) 10 Technology and other 3 208 (173 ) 35 214 (147 ) 67 Total finite-lived intangible assets 25,485 (15,218 ) 10,267 25,549 (12,122 ) 13,427 Acquired IPR&D not in service NA 36 — 36 86 — 86 B&L Trademark NA 1,698 — 1,698 1,698 — 1,698 $ 27,219 $ (15,218 ) $ 12,001 $ 27,333 $ (12,122 ) $ 15,211 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 Asset impairments in the Consolidated Statement of Operations. The Company 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 in 2018 included impairments of: (i) $348 million reflecting decreases in forecasted sales for the Uceris ® Tablet product in the Company's Salix reporting unit and other product lines due to generic competition, (ii) $132 million reflecting decreases in forecasted sales for the Arestin ® product in the Company's Dentistry reporting unit and other product lines due to changing market conditions, (iii) $55 million , in aggregate, related to certain product/patent assets associated with the discontinuance of specific product lines not aligned with the focus of the Company's core businesses, (iii) $28 million to Acquired IPR&D not in service related to a certain product and (iv) $5 million related to assets being classified as held for sale. Asset impairments in 2017 included impairments of: (i) $351 million related to the Sprout business being classified as held for sale, (ii) $151 million reflecting decreases in forecasted sales for other product lines, (iii) $114 million to other assets classified as held for sale, primarily related to the Obagi business, (iv) $95 million , in aggregate, to certain product/patent assets associated with the discontinuance of specific product lines not aligned with the focus of the Company's core business and (v) $3 million related to acquired IPR&D. Asset impairments in 2016 included impairments of: (i) $221 million related to the divestiture of Ruconest ® , (ii) $88 million related to other assets classified as held for sale, (iii) $74 million related to other asset impairments which were individually not material, (iv) $25 million related to IBS Chek TM due to a decrease in forecasted sales and (v) $14 million related to acquired IPR&D. The impairments to assets reclassified as held for sale were measured as the difference of the carrying value of these assets as compared to the estimated fair values of these assets less costs to sell determined using a discounted cash flow analysis which utilized Level 3 unobservable inputs. The other impairments and adjustments to finite-lived intangible assets were measured as the difference of the historical carrying value of these finite-lived assets as compared to the estimated fair value as determined using a discounted cash flow analysis using Level 3 unobservable inputs. Periodically, the Company’s products face the expiration of their patent or regulatory exclusivity. The Company anticipates that product sales for such product would decrease shortly following a loss of exclusivity, due to the possible entry of a generic competitor. Where the Company has the rights, it may elect to launch an authorized generic of such product (either as the Company’s own branded generic or through a third-party). This may occur prior to, upon or following generic entry, which may mitigate the anticipated decrease in product sales; however, even with launch of an authorized generic, the decline in product sales of such product could still be significant, and the effect on future revenues could be material. As a result of the launch of a generic competitor in July 2018, the Company revised its near and long term financial projections of the Uceris ® Tablet-related intangible assets. As of June 30, 2018, the carrying value of the Uceris ® Tablet-related intangible assets exceeded the undiscounted expected cash flows from the Uceris ® Tablet. As a result, the Company recognized an impairment of $263 million to reduce the carrying value of the Uceris ® Tablet-related intangible assets to their estimated fair value. As of December 31, 2018 , the remaining carrying value of the Uceris ® Tablet-related intangible assets was $140 million . The Company initiated infringement proceedings against this generic competitor shortly after their launch. The Company continues to believe that its Uceris ® Tablet related patents are enforceable and is proceeding in the ongoing litigation between the Company and the generic competitor; however, the ultimate outcome of the matter is not predictable. Management continually assesses the useful lives related to the Company's long-lived assets to reflect the most current assumptions. In review of the Company’s finite-lived intangible assets, management revised the estimated useful lives of certain intangible assets in 2018 and 2017. In review of the Company’s finite-lived intangible assets, management revised the estimated useful lives of certain intangible assets in the third and fourth quarters of 2017. As a result, the useful lives of certain product brands, with an aggregate carrying value of $7,618 million as of December 31, 2017, were revised from an average of seven years to four years primarily due to revisions in forecasted sales as a result of revisions to the date each product is expected to lose exclusivity. In addition, the useful life of the Salix Brand, with a carrying value of $569 million as of December 31, 2017, was revised from seventeen years to ten years, due to a change in the forecasted sales of its product portfolio. Effective September 12, 2018, the Company changed the estimated useful life of its Xifaxan ® -related intangible assets due to the positive impact of the agreement between the Company and Actavis resolving the intellectual property litigation regarding Xifaxan ® tablets, 550 mg. As discussed in further detail in Note 20, "LEGAL PROCEEDINGS" , the parties have agreed to dismiss all litigation related to Xifaxan ® tablets, 550 mg and all intellectual property protecting Xifaxan ® will remain intact and enforceable. As a result, the useful life of the Xifaxan ® -related intangible assets was extended from 2024 to January 1, 2028. As this change in the estimated useful life is a change in accounting estimate, amortization expense is impacted prospectively. The change in the estimated useful life of the Xifaxan ® -related intangible assets resulted in a decrease to the Net loss attributable to Bausch Health Companies Inc. of $143 million , and a decrease to the Basic and Diluted Loss per share attributable to Bausch Health Companies Inc. of $0.41 for the year ended December 31, 2018. As of December 31, 2018, the net carrying value of the Xifaxan ® -related intangible assets was $4,848 million . Estimated amortization of finite-lived intangible assets for the five years ending December 31 and thereafter are as follows: (in millions) 2019 $ 1,877 2020 1,613 2021 1,365 2022 1,214 2023 1,063 Thereafter 3,135 Total $ 10,267 Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) Developed Markets Emerging Markets Bausch + Lomb/ International Branded Rx U.S. Diversified Products Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2016 $ 16,141 $ 2,412 $ — $ — $ — $ — $ — $ — $ 18,553 Acquisitions 1 — — — — — — — 1 Divestiture of a portfolio of neurology medical device products (36 ) — — — — — — — (36 ) Goodwill related to Ruconest ® reclassified to assets held for sale (37 ) — — — — — — — (37 ) Foreign exchange and other 47 (12 ) — — — — — — 35 Impairment of the former U.S. reporting unit (905 ) — — — — — — — (905 ) Realignment of segment goodwill (15,211 ) (2,400 ) 6,708 7,873 3,030 — — — — Impairment of the Salix reporting unit — — — (172 ) — — — — (172 ) Divestitures — — (5 ) — — — — — (5 ) Goodwill of certain businesses reclassified to assets held for sale — — (947 ) (431 ) — — — — (1,378 ) Foreign exchange and other — — (257 ) (5 ) — — — — (262 ) Balance, December 31, 2016 — — 5,499 7,265 3,030 — — — 15,794 Realignment of segment goodwill — — 264 (264 ) — — — — — Goodwill reclassified to assets held for sale and subsequently disposed — — (30 ) (61 ) (84 ) — — — (175 ) Impairment of the former Branded Rx reporting unit — — — (312 ) — — — — (312 ) Foreign exchange and other — — 283 3 — — — — 286 Balance, December 31, 2017 — — 6,016 6,631 2,946 — — — 15,593 Impairment of the Salix and Ortho Dermatologics reporting units — — — (2,213 ) — — — — (2,213 ) Realignment of Global Solta reporting unit goodwill — — (82 ) 115 (33 ) — — — — Goodwill reclassified to assets held for sale and subsequently disposed — — (2 ) — — — — — (2 ) Realignment of segment goodwill — — — (4,533 ) (2,913 ) 3,156 1,267 3,023 — Impairment of the Dentistry reporting unit — — — — — — — (109 ) (109 ) Foreign exchange and other — — (127 ) — — — — — (127 ) Balance, December 31, 2018 $ — $ — $ 5,805 $ — $ — $ 3,156 $ 1,267 $ 2,914 $ 13,142 Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants. The Company estimates the fair values of all reporting units using a discounted cash flow model which utilizes Level 3 unobservable inputs. The discounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, projected working capital needs, selling, general and administrative expenses, research and development expenses, capital expenditures, income tax rates, discount rates and terminal growth rates. To estimate fair value, the Company discounts the forecasted cash flows of each reporting unit. The discount rate the Company uses represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. The Company performed its annual impairment test as of October 1, 2018, utilizing long-term growth rates for its reporting units ranging from 1.0% to 3.0% and discount rates applied to the estimated cash flows ranging from 7.5% to 14.0% in estimation of fair value. To estimate cash flows beyond the final year of its model, the Company estimates a terminal value by applying an in perpetuity growth assumption and discount factor to determine the reporting unit's terminal value. The Company forecasts cash flows for each of its reporting units and takes into consideration economic conditions and trends, estimated future operating results, management's and a market participant's view of growth rates and product lives, and anticipates future economic conditions. Revenue growth rates inherent in these forecasts were based on input from internal and external market research that compare factors such as growth in global economies, recent industry trends and product life-cycles. Macroeconomic factors such as changes in economies, changes in the competitive landscape including the unexpected loss of exclusivity to the Company's product portfolio, changes in government legislation, product life-cycles, industry consolidations and other changes beyond the Company’s control could have a positive or negative impact on achieving its targets. Accordingly, 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. 2016 Prior to the change in operating segments in the third quarter of 2016, the Company operated in two operating and reportable segments: Developed Markets and Emerging Markets. The Developed Markets segment consisted of four geographic reporting units: (i) U.S., (ii) Canada and Australia, (iii) Western Europe and (iv) Japan. The Emerging Markets segment consisted of three geographic reporting units: (i) Central and Eastern Europe, Middle East and Africa, (ii) Latin America and (iii) Asia. 2016 Realignment of Segment Structure Commencing in the third quarter of 2016, the Company then operated in three operating segments: (i) Bausch + Lomb/International, (ii) Branded Rx and (iii) U.S. Diversified Products. This 2016 segment structure realignment resulted in the Bausch + Lomb/International segment consisting of the following reporting units: (i) U.S. Bausch + Lomb and (ii) International; the Branded Rx segment consisting of the following reporting units: (i) Salix, (ii) Dermatology, (iii) Canada and (iv) Branded Rx Other; and the U.S. Diversified Products segment consisting of the following reporting units: (i) Neurology and other and (ii) Generics. As a result of these changes, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. Goodwill previously reported in the former U.S. reporting unit, after adjustment of impairment as described below, was reassigned, using a relative fair value approach, to the U.S. Bausch + Lomb, Salix, Dermatology, Branded Rx Other, Neurology and other, and Generics reporting units. Similarly, goodwill previously reported in the former Canada and Australia reporting unit was reassigned to the Canada and the International reporting units using a relative fair value approach. Goodwill previously reported in the remaining former reporting units was reassigned to the International reporting unit. In the third quarter of 2016, goodwill impairment testing was performed under the former reporting unit structure immediately prior to the change and under the then-current reporting unit structure immediately subsequent to the change. Using the forecasts and assumptions at the time, management estimated the fair value of each reporting unit using a discounted cash flow analysis. As a result of its test, management determined that goodwill associated with the former U.S. reporting unit and the goodwill associated with the Salix reporting unit under the then-current reporting unit structure were impaired. Consequently, in the aggregate, goodwill impairment charges of $1,077 million were recognized. 2016 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2016 and determined that the carrying value of the Salix reporting unit exceeded its fair value and, as a result, the Company proceeded to perform step two of the goodwill impairment test for the Salix reporting unit. After completing step two of the impairment testing, the Company determined that the carrying value of the unit's goodwill did not exceed its implied fair value and, therefore, no impairment was identified to the goodwill of the Salix reporting unit. At the date of testing, the Salix reporting unit had a carrying value of $14,087 million , an estimated fair value of $10,319 million and goodwill with a carrying value of $5,128 million . The Company's remaining reporting units passed step one of the goodwill impairment test as the estimated fair value of each reporting unit exceeded its carrying value at the date of testing and, therefore, there was no impairment to goodwill. 2017 2017 Realignment of Segment Structure Effective January 1, 2017, revenues and profits from the Company's operations in Canada were reclassified from the former Branded Rx segment to the Bausch + Lomb/International segment. In connection with this change, the prior-period presentation of segment goodwill has been recast to conform to the then-current reporting structure, of which $264 million of goodwill as of December 31, 2016 was reclassified from the former Branded Rx segment to the Bausch + Lomb/International segment. No facts or circumstances were identified in connection with this change in alignment that would suggest an impairment existed. As detailed in Note 4, "DIVESTITURES" , the Sprout business was classified as held for sale as of September 30, 2017. As the Sprout business represented only a portion of a former Branded Rx reporting unit, the Company assessed the remaining reporting unit for impairment and determined the carrying value of the remaining reporting unit exceeded its fair value. After completing step two of the impairment testing, the Company determined and recorded a goodwill impairment charge of $312 million during the three months ended September 30, 2017. 2017 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2017 and determined that the carrying value of the Salix reporting unit exceeded its fair value and, as a result, the Company proceeded to perform step two of the goodwill impairment test for the Salix reporting unit. After completing step two of the impairment testing, the Company determined that the carrying value of the unit's goodwill did not exceed its implied fair value and, therefore, no impairment was identified to the goodwill of the Salix reporting unit. As of the date of testing, the Salix reporting unit had an estimated fair value of $10,660 million and a carrying value of $13,404 million , including goodwill of $5,127 million . The Company's remaining reporting units passed step one of the goodwill impairment test as the estimated fair value of each reporting unit exceeded its carrying value at the date of testing and, therefore, there was no impairment to goodwill. Subsequent to the annual impairment test, the Company considered events occurring after October 1 st to determine if further testing was required. The Company considered the impact of the changes in the Tax Act on its reporting units, including the impact on the carrying value, for changes in deferred tax assets and liabilities, and changes in assumptions related to the tax rate when assessing the fair value. The Company concluded that the fair value continued to exceed the carrying value for all reporting units, except Salix, after considering the impact of the changes in the Tax Act. Further, the step 2 impairment test for Salix continued to support the carrying value of goodwill. As a result, no additional impairment charges were recorded. 2018 Adoption of New Accounting Guidance for Goodwill Impairment Testing In January 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value. The Company elected to early adopt this guidance effective January 1, 2018. Upon adopting the new guidance, the Company tested goodwill for impairment and determined that the carrying value of the Salix reporting unit exceeded its fair value. As a result of the adoption of new accounting guidance, the Company recognized a goodwill impairment of $1,970 million associated with the Salix reporting unit. As of October 1, 2017, the date of the 2017 annual impairment test, the fair value of the Ortho Dermatologics reporting unit exceeded its carrying value. However, at January 1, 2018, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value. Unforeseen changes in the business dynamics of the Ortho Dermatologics reporting unit, such as: (i) changes in the dermatology sector, (ii) increased pricing pressures from third-party payors, (iii) additional risks to the exclusivity of certain products and (iv) an expected longer launch cycle for a new product, were factors that negatively impacted the reporting unit's operating results beyond management's expectations as of October 1, 2017, when the Company performed its 2017 annual goodwill impairment test. In response to these adverse business indicators, the Company reduced its near and long term financial projections for the Ortho Dermatologics reporting unit. As a result of the reductions in the near and long term financial projections, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value at January 1, 2018 and the Company recognized a goodwill impairment of $243 million . As of January 1, 2018, the fair value of all other reporting units exceeded their respective carrying value by more than 15% . 2018 Realignment of Solta Business Effective March 1, 2018, revenues and profits from the U.S. Solta business included in the former U.S. Diversified Products segment in prior periods and revenues and profits from the international Solta business included in the Bausch + Lomb/International segment in prior periods, are reported in the new Global Solta reporting unit, which, at that time, was a part of the former Branded Rx segment. As a result of this change, $115 million of goodwill was reallocated to the new Global Solta reporting unit and the Company assessed the impact on the fair values of each of the reporting units affected. After considering, among other matters: (i) the limited period of time between last impairment test (January 1, 2018) and the realignment (March 1, 2018), (ii) the results of the last impairment test and (iii) the amount of goodwill reallocated to the new Global Solta reporting unit, the Company did not identify any indicators of impairment at the time of the realignment. 2018 Realignment of Segment Structure In the second quarter of 2018, the Company began operating in the following reportable segments: (i) Bausch + Lomb/International segment, (ii) Salix segment, (iii) Ortho Dermatologics segment and (iv) Diversified Products segment. The Bausch + Lomb/International segment consists of the: (i) U.S. Bausch + Lomb and (ii) International reporting units. The Salix segment consists of the Salix reporting unit. The Ortho Dermatologics segment consists of the: (i) Ortho Dermatologics and (ii) Global Solta reporting units. The Diversified Products segment consists of the: (i) Neurology and Other, (ii) Generics and (iii) Dentistry reporting units. There was no triggering event which would require the Company to test goodwill for impairment as a result of the second quarter realignment of the segment structure as it did not result in a change in the reporting units. 2018 Interim Goodwill Impairment Assessments - Salix As a result of the change in accounting policy for goodwill impairment testing and the resulting impairment to the goodwill of the Salix reporting unit as of January 1, 2018, the carrying value of the Salix reporting unit approximated its fair value at that time. Therefore, during the three months ended March 31, 2018, June 30, 2018 and September 30, 2018, the Company performed qualitative assessments of the Salix reporting unit to determine if testing was warranted. As part of these qualitative assessments, management considered the revisions made to its forecasts for the Salix reporting unit and compared the reporting unit’s revised operating results to its original forecasts through the date of each assessment. The revisions to the forecasts reflected, among other matters: (i) the launch of a generic competitor in July 2018 to the Company’s Uceris ® Tablet product, (ii) the improved performance of the remaining Salix product portfolio, including the Xifaxan ® products, (iii) the positive impact of the settlement agreement between the Company and Actavis resolving the intellectual property litigation regarding Xifaxan ® tablets, 550 mg and (iv) certain other assumptions used in preparing its discounted cash flow model. As part of these qualitative assessments, management also considered the sensitivity of its conclusions as they relate to changes in the estimates and assumptions used in the latest forecast available for each period. Based on these qualitative assessments, management believed that the carrying value of the Salix reporting unit did not exceed its fair value and, therefore, concluded a quantitative assessment was not required for the Salix reporting unit. 2018 Interim Goodwill Impairment Assessments and Testing - Ortho Dermatologics As a result of the change in accounting policy for goodwill impairment testing and the resulting impairment to the goodwill of the Ortho Dermatologics reporting unit as of January 1, 2018, the carrying value of the Ortho Dermatologics reporting unit approximated its fair value at that time. Therefore, during the three months ended March 31, 2018, June 30, 2018 and September 30, 2018, the Company performed qualitative assessments of the Ortho Dermatologics reporting unit to determine if testing was warranted. As part of the qualitative assessment as of March 31, 2018, management compared the reporting unit’s operating results to the forecast used to test the goodwill of the Ortho Dermatologics reporting unit as of January 1, 2018. Based on the qualitative assessment, management believed that the carrying value of Ortho Dermatologics reporting unit did not exceed its fair value and, therefore, concluded a quantitative assessment was not required at March 31, 2018. During the three months ended June 30, 2018, unforeseen changes in the business dynamics of the Ortho Dermatologics reporting unit, such as changes in the dermatology sector, additional risks to the exclusivity of certain products and a longer than originally expected launch cycle for a certain product, were factors that negatively impacted the reporting unit's operating results beyond management's expectations as of January 1, 2018, when the Company performed its last goodwill impairment test. In response to these adverse business indicators, the Company performed a goodwill impairment test of the Ortho Dermatologics reporting unit. Based on the goodwill impairment test performed, the estimated fair value of the Ortho Dermatologics reporting unit exceeded its carrying value at the date of testing by approximately 5% and, therefore, there was no impairment to goodwill. As part of the qualitative assessment as of September 30, 2018, management compared the reporting unit’s operating results to the forecast used to test the goodwill of the Ortho Dermatologics reporting unit as of June 30, 2018. Based on the qualitative assessment, management believed that the carrying value of Ortho Dermatologics reporting unit did not exceed its fair value and, therefore, concluded a quantitative assessment was not required at September 30, 2018. 2018 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2018 and determined that the carrying value of the Dentistry reporting unit exceeded its fair value and, as a result, the Company recognized a goodwill impairment of $109 million for the Dentistry reporting unit, representing the full amount of goodwill for the reporting unit. Changing market conditions such as: (i) an increasing competitive environment and (ii) increasing pricing pressures negatively impacted the reporting unit's operating results. The Company is taking steps to address these changing market and business conditions. The Company's remaining reporting units passed the goodwill impairment test as the estimated fair value of each reporting unit exceeded its carrying value at the date of testing and, therefore, there was no impairment to goodwill for any reporting unit other than the Dentistry reporting unit. In order to evaluate the sensitivity of its fair value calculations on the goodwill impairment test, the Company compared the carrying value of each reporting unit to its fair value as of October 1, 2018, the date of testing. As of October 1, 2018, the fair value of each reporting unit with associated goodwill exceeded its carrying value by more than 15% . 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. The Company will continue to perform qualitative interim assessments of the carrying value and fair value of the Ortho Dermatologics reporting unit on a quarterly basis to determine if impairment testing of goodwill will be warranted. Total accumulated goodwill impairment charges to date are $3,711 million . |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Product rebates $ 998 $ 1,094 Product returns 813 863 Interest 273 324 Employee compensation and benefit costs 301 259 Income taxes payable 167 202 Other 645 952 $ 3,197 $ 3,694 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of discounts and issuance costs as of December 31, 2018 and 2017 consists of the following: 2018 2017 (in millions) Maturity Principal Amount Net of Discounts and Issuance Costs Principal Amount Net of Discounts and Issuance Costs Senior Secured Credit Facilities: 2018 Revolving Credit Facility April 2018 $ — $ — $ — $ — 2020 Revolving Credit Facility (1) — — 250 250 2023 Revolving Credit Facility June 2023 75 75 — — Series F Tranche B Term Loan Facility April 2022 — — 3,521 3,420 June 2025 Term Loan B Facility June 2025 4,394 4,269 — — November 2025 Term Loan B Facility November 2025 1,481 1,456 — — Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,239 1,250 1,235 7.00% Secured Notes March 2024 2,000 1,979 2,000 1,975 5.50% Secured Notes November 2025 1,750 1,730 1,750 1,729 Senior Unsecured Notes: 5.375% March 2020 — — 1,708 1,699 7.00% October 2020 — — 71 71 6.375% October 2020 — — 661 656 7.50% July 2021 — — 1,625 1,615 6.75% August 2021 — — 650 648 5.625% December 2021 700 697 900 896 7.25% July 2022 — — 550 545 5.50% March 2023 1,000 995 1,000 993 5.875% May 2023 3,250 3,229 3,250 3,224 4.50% euro-denominated debt May 2023 1,720 1,709 1,801 1,787 6.125% April 2025 3,250 3,226 3,250 3,222 9.00% December 2025 1,500 1,469 1,500 1,464 9.25% April 2026 1,500 1,482 — — 8.50% January 2027 750 738 — — Other Various 12 12 15 15 Total long-term debt and other $ 24,632 24,305 $ 25,752 25,444 Less: Current portion of long-term debt and other 228 209 Non-current portion of long-term debt $ 24,077 $ 25,235 1 The 2020 Revolving Credit Facility available at December 31, 2017 had a maturity date of April 2020 and was replaced with the 2023 Revolving Credit Facility on June 1, 2018 as discussed below. Covenant Compliance The Senior Secured Credit Facilities (as defined below) and the indentures governing the Senior Secured Notes and Senior Unsecured Notes 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 the Company’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 2023 Revolving Credit Facility also contains a financial maintenance covenant that requires the Company to maintain a first lien net leverage ratio of not greater than 4.00 :1.00. The financial maintenance covenant may be waived or amended without the consent of the term loan facility lenders and contains a customary term loan facility standstill. As of December 31, 2018 , the Company was in compliance with its financial maintenance covenant related to its debt obligations. The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations over that same period. The Company continues to take steps to improve its operating results to ensure continual compliance with its financial maintenance covenant and may take other actions to reduce its debt levels to align with the Company’s long term strategy, including divesting other businesses, refinancing debt and issuing equity or equity-linked securities as deemed appropriate. Senior Secured Credit Facilities On February 13, 2012, the Company and certain of its subsidiaries as guarantors entered into the “Senior Secured Credit Facilities” under the Company’s Third Amended and Restated Credit and Guaranty Agreement, as amended (the “Third Amended Credit Agreement”) with a syndicate of financial institutions and investors, as lenders. As of January 1, 2016, the Third Amended Credit Agreement provided for: (i) a $1,500 million Revolving Credit Facility maturing on April 20, 2018 (the "2018 Revolving Credit Facility"), which included a sublimit for the issuance of standby and commercial letters of credit and a sublimit for swing line loans and (ii) a series of term loans maturing during the years 2016 through 2022. 2016 Activity On April 11, 2016, the Company obtained an amendment and waiver to its Third Amended Credit Agreement (the “April 2016 amendment”). The April 2016 amendment modified, among other things, the interest coverage financial maintenance covenant from 3.00 to 1.00 to 2.75 to 1.00 from the fiscal quarter ending June 30, 2016 through the fiscal quarter ending March 31, 2017. The April 2016 amendment also increased the interest rate margins applicable to the loans under the Credit Agreement by 1.00% until delivery of the Company's Consolidated Financial Statements for the fiscal quarter ending June 30, 2017. Certain financial definitions were also amended in the April 2016 amendment. On August 23, 2016, the Company entered into an amendment to its Third Amended Credit Agreement (the “August 2016 amendment”). The August 2016 amendment reduced the minimum interest coverage maintenance covenant to 2.00 to 1.00 for all fiscal quarters ending on or after September 30, 2016. The August 2016 amendment increased each of the applicable interest rate margins under the Third Amended Credit Agreement by 0.50% , until delivery of the Company’s Consolidated Financial Statements for the quarter ending June 30, 2017. Thereafter, each of the applicable interest rate margins were determined on the basis of a pricing grid tied to the Company’s secured leverage ratio, which was also increased by 0.50% across the grid. The April 2016 amendment and August 2016 amendment were accounted for as debt modifications. As a result, repayments to the lenders were recognized as additional debt discounts and were being amortized over the remaining term of each term loan. 2017 Activity On March 3, 2017, the Company used substantially all the proceeds from the Skincare Sale to repay $1,086 million of outstanding debt under its Senior Secured Credit Facilities. On March 21, 2017, the Company entered into Amendment No. 14 to the Third Amended Credit Agreement (“Amendment No. 14”), which: (i) provided additional financing from an incremental term loan under the Company's Series F Tranche B Term Loan Facility of $3,060 million (the “Series F-3 Tranche B Term Loan Facility”), (ii) amended the financial covenants contained in the Third Amended Credit Agreement, (iii) increased the amortization rate for the Series F-3 Tranche B Term Loan Facility from 0.25% per quarter ( 1% per annum) to 1.25% per quarter ( 5% per annum), with quarterly repayments starting March 31, 2017, (iv) amended certain financial definitions, including the definition of Consolidated Adjusted EBITDA and (v) provided additional ability for the Company to, among other things, incur indebtedness and liens, consummate acquisitions and make other investments, including relaxing certain limitations imposed by prior amendments. The proceeds from the additional financing, combined with the proceeds from the issuance of the March 2022 Secured Notes (as they are defined below) and the March 2024 Secured Notes (as they are defined below) and cash on hand, were used to: (i) repay all outstanding balances under the Company’s Series A-3 Tranche A Term Loan Facility, Series A-4 Tranche A Term Loan Facility, Series D-2 Tranche B Term Loan Facility, Series C-2 Tranche B Term Loan Facility, and Series E-1 Tranche B Term Loan Facility (collectively the “March 2017 Refinanced Debt”), (ii) repurchase $1,100 million in principal amount of 6.75% Senior Unsecured Notes due August 2018 (the “ August 2018 Unsecured Notes ”), (iii) repay $350 million of amounts outstanding under the Company's 2018 Revolving Credit Facility and (iv) pay related fees and expenses (collectively, the “March 2017 Refinancing Transactions”). Amendments to the covenants made as part of Amendment No. 14 include: (i) removed the financial maintenance covenants with respect to the Series F Tranche B Term Loan Facility, (ii) reduced the interest coverage ratio maintenance covenant with respect to both the 2018 Revolving Credit Facility and the 2020 Revolving Credit Facility beginning in the quarter ending March 31, 2017 through the quarter ending March 31, 2019 (stepping up to 1.75 :1.00 thereafter), (iii) increased the secured leverage ratio maintenance covenant to 3.00 :1.00 with respect to both the 2018 Revolving Credit Facility and the 2020 Revolving Credit Facility beginning in the quarter ending March 31, 2017 through the quarter ending March 31, 2019 (stepping down to 2.75 :1.00 thereafter) and (iv) modifications to Consolidated Adjusted EBITDA. Amendment No. 14 was accounted for as a modification of debt to the extent the March 2017 Refinanced Debt was replaced with the incremental Series F-3 Tranche B Term Loan Facility issued to the same creditor and an extinguishment of debt to the extent the March 2017 Refinanced Debt was replaced with Series F-3 Tranche B Term Loan Facility issued to a different creditor. The March 2017 Refinanced Debt that was replaced with the proceeds of the newly issued Senior Secured Notes was accounted for as an extinguishment of debt. For amounts accounted for as an extinguishment of debt, the Company incurred a loss on extinguishment of debt of $27 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value (the stated principal amount net of unamortized discount and debt issuance costs). Payments made to the lenders of $38 million associated with the issuance of the new Series F-3 Tranche B Term Loan Facility were capitalized and were being amortized as interest expense over the remaining term of the Series F-3 Tranche B Term Loan Facility. Third-party expenses of $3 million associated with the modification of debt were expensed as incurred and included in Interest expense. On March 28, 2017, the Company entered into Amendment No. 15 to the Third Amended Credit Agreement (“Amendment No. 15”) which provided for the extension of the maturity date of $1,190 million of revolving credit commitments under the 2018 Revolving Credit Facility from April 20, 2018 to the earlier of: (i) April 20, 2020 and (ii) the date that was 91 calendar days prior to the scheduled maturity of any series or tranche of term loans under the Third Amended Credit Agreement, certain Senior Secured Notes or Senior Unsecured Notes and any other indebtedness for borrowed money in excess of $750 million (the "Extended Revolving Maturity Date", and these extended commitments comprising the “2020 Revolving Credit Facility”). Amendment No. 15 was accounted for, in part, as a debt modification, whereby the fees paid to lenders agreeing to extend their commitment through April 20, 2020 and the fees paid to lenders providing additional commitments were recognized as additional debt issuance costs and were being amortized over the remaining term of the 2020 Revolving Credit Facility. Amendment No. 15 was also accounted for, in part, as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $1 million representing the unamortized debt issuance costs associated with the commitments canceled by lenders in the amendment. In April 2017, using the remaining net proceeds from the Skincare Sale and the proceeds from the divestiture of a manufacturing facility in Brazil, the Company repaid $220 million of its Series F Tranche B Term Loan Facility. On July 3, 2017, using the net proceeds from the Dendreon Sale, the Company repaid $811 million of its Series F Tranche B Term Loan Facility. On October 5, 2017 , using the net proceeds from the iNova Sale, the Company repaid $923 million of its Series F Tranche B Term Loan Facility. On November 10, 2017 , using the net proceeds from the Obagi Sale, the Company repaid $181 million of its Series F Tranche B Term Loan Facility. On November 21, 2017 , using the proceeds from the November 2017 Refinancing Transactions (as defined below), the Company repaid $750 million of its Series F Tranche B Term Loan Facility. On November 21, 2017, the Company entered into Amendment No. 16 to the Third Amended Credit Agreement (“Amendment No. 16”) to reprice the Series F Tranche B Term Loan Facility. The applicable margins for borrowings under the Series F Tranche B Term Loan Facility, as modified by the repricing, were 2.50% with respect to base rate borrowings and 3.50% with respect to LIBO rate borrowings. Amendment No. 16 also increased the letter of credit facility sublimit under the Third Amended Credit Agreement to $300 million and made certain other amendments to provide the Company with additional flexibility to enter into certain cash management transactions. The Company paid a prepayment penalty of approximately $38 million in connection with Amendment No. 16, recognized in the Loss on extinguishment of debt in the Consolidated Statement of Operations for the year ended December 31, 2017. 2018 Activity On April 19, 2018, the Company entered into Amendment No. 17 to the Third Amended Credit Agreement which provided for the extension of the maturity date of an additional $60 million of revolving credit commitments under the 2018 Revolving Credit Facility from April 20, 2018 to the Extended Revolving Maturity Date under the 2020 Revolving Credit Facility consistent with the terms of Amendment No. 15 outlined above. The remaining $250 million of revolving credit commitments under the 2018 Revolving Credit Facility matured on April 20, 2018. On June 1, 2018, the Company entered into a Restatement Agreement in respect of a Fourth Amended and Restated Credit and Guaranty Agreement (the “Restated Credit Agreement”). The Restated Credit Agreement amended and restated in full the Third Amended Credit Agreement. The Restated Credit Agreement replaced the 2020 Revolving Credit Facility with a revolving credit facility of $1,225 million (the "2023 Revolving Credit Facility") and replaced the Series F Tranche B Term Loan Facility principal amount outstanding of $3,315 million with a seven year Tranche B Term Loan Facility of $4,565 million (the “ June 2025 Term Loan B Facility ”) borrowed by the Company’s subsidiary, Bausch Health Americas, Inc. ("BHA") (formerly Valeant Pharmaceuticals International). The 2023 Revolving Credit Facility matures on the earlier of June 1, 2023 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company or BHA in an aggregate principal amount in excess of $1,000 million . Both the Company and BHA are borrowers with respect to the 2023 Revolving Credit Facility. Borrowings under the 2023 Revolving Credit Facility may be made in U.S. dollars, Canadian dollars or euros. On June 1, 2018, the Company issued an irrevocable notice of redemption for the remaining outstanding principal amounts of: (i) $691 million of the 5.375% March 2020 Unsecured Notes (as defined below), (ii) $578 million of the 6.75% Senior August 2021 Unsecured Notes (as defined below), (iii) $550 million of the 7.25% July 2022 Unsecured Notes (as defined below) and (iv) $146 million of the 6.375% October 2020 Unsecured Notes (as defined below) (the " 6.375% October 2020 Unsecured Notes " and together with the March 2020 Unsecured Notes, August 2021 Unsecured Notes and July 2022 Unsecured Notes the “June 2018 Unsecured Refinanced Debt”). On June 1, 2018, using the remaining net proceeds from the June 2025 Term Loan B Facility , the net proceeds from the issuance of $750 million in aggregate principal amount of 8.50% Senior Unsecured Notes due 2027 (the "January 2027 Unsecured Notes") by BHA and cash on hand, the Company prepaid the remaining Series F Tranche B Term Loan Facility and redeemed the June 2018 Unsecured Refinanced Debt at its aggregate redemption price and the indentures governing the June 2018 Unsecured Refinanced Debt were discharged (collectively, the “ June 2018 Refinancing Transactions ”). The Restated Credit Agreement was accounted for as a modification of debt, to the extent the June 2018 Unsecured Refinanced Debt was replaced with newly issued debt to the same creditor, and as an extinguishment of debt if: (i) the June 2018 Unsecured Refinanced Debt was replaced with newly issued debt to a different creditor, (ii) a portion of the unamortized deferred financing fees was allocated to debt that was paid down or (iii) the borrowing capacity declined when issuing a new revolving credit facility. The following was accounted for as an extinguishment of debt: (i) the difference between the amounts paid to redeem the June 2018 Unsecured Refinanced Debt and the June 2018 Unsecured Refinanced Debt’s carrying value, (ii) the replacement of the Series F Tranche B Term Loan with the June 2025 Term Loan B Facility to the extent any unamortized deferred financing fees were associated with the portion of the Series F Tranche B Term Loan that was paid down and (iii) the replacement of the 2020 Revolving Credit Facility with the 2023 Revolving Credit Facility to the extent any unamortized deferred financing fees were associated with the decline in borrowing capacity. For amounts accounted for as an extinguishment of debt, the Company incurred a loss on extinguishment of debt of $48 million . Payments made to the lenders and a portion of payments made to third parties of $74 million associated with the June 2018 Refinancing Transactions were capitalized and are being amortized as interest expense over the remaining terms of the debt, ranging from 2023 through 2027. Third-party expenses of $4 million associated with the modification of debt were expensed as incurred and included in Interest expense. On November 27, 2018, the Company entered into the First Incremental Amendment to the Restated Credit Agreement, which provided an additional seven year Tranche B Term Loan Facility of $1,500 million (the " November 2025 Term Loan B Facility ") and used the net proceeds, along with cash on hand, to repay $1,483 million of 7.50% Senior Unsecured Notes due July 2021 (the “ July 2021 Unsecured Notes ”) in a tender offer (the " November 2018 Refinancing Transactions "). On December 27, 2018, the Company redeemed, using cash on hand, the remaining outstanding principal amount of $17 million of the July 2021 Unsecured Notes . The repayment of the July 2021 Unsecured Notes was accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $43 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Payments made to the lenders and other third parties of $25 million associated with the issuance of the November 2025 Term Loan B Facility were capitalized and are being amortized as interest expense over the remaining term of the November 2025 Term Loan B Facility . As of December 31, 2018 , the Company had $75 million of outstanding borrowings, $169 million of issued and outstanding letters of credit, and remaining availability of $981 million under its 2023 Revolving Credit Facility. Current Description of Senior Secured Credit Facilities Borrowings under the Senior Secured Credit Facilities in U.S. dollars bear interest at a rate per annum equal to, at the Company's option, either: (i) a base rate determined by reference to the higher of: (a) the prime rate (as defined in the Restated Credit Agreement), (b) the federal funds effective rate plus 1/2 of 1.00% or (c) the eurocurrency rate (as defined in the Restated Credit Agreement) for a period of one month plus 1.00% (or if such eurocurrency rate shall not be ascertainable, 1.00% ) or (ii) a eurocurrency rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (provided however, that the eurocurrency rate shall at no time be less than zero), in each case plus an applicable margin. Borrowings under the 2023 Revolving Credit Facility in Euros bear interest at a eurocurrency rate determined by reference to the costs of funds for Euro deposits for the interest period relevant to such borrowing (provided however, that the eurocurrency rate shall at no time be less than 0.00% per annum), plus an applicable margin. Borrowings under the 2023 Revolving Credit Facility in Canadian dollars bear interest at a rate per annum equal to, at the Company's option, either (a) a prime rate determined by reference to the higher of: (1) the rate of interest last quoted by The Wall Street Journal as the “Canadian Prime Rate” or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Bank of Canada as its prime rate and (2) the 1 month BA rate (as defined below) calculated daily plus 1.00% (provided however, that the prime rate shall at no time be less than 0.00% ) or (b) the bankers’ acceptance rate for Canadian dollar deposits in the Toronto interbank market (the “BA rate”) for the interest period relevant to such borrowing (provided however, that the BA rate shall at no time be less than 0.00% per annum), in each case plus an applicable margin. Subject to certain exceptions and customary baskets set forth in the Restated Credit Agreement, the Company is required to make mandatory prepayments of the loans under the Senior Secured Credit Facilities 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 and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the Restated Credit Agreement), (iii) 50% of Consolidated Excess Cash Flow (as defined in the Restated 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). These mandatory prepayments may be used to satisfy future amortization. The applicable interest rate margins for the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility are 2.00% and 1.75% , respectively, with respect to base rate and prime rate borrowings and 3.00% and 2.75% , respectively, with respect to eurocurrency rate and bankers' acceptance rate borrowings. As of December 31, 2018 , the stated rate of interest on the Company’s borrowings under the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility was 5.38% and 5.13% per annum, respectively. The amortization rate for both the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility is 5.00% per annum. The Company may direct that prepayments be applied to such amortization payments in order of maturity. As of December 31, 2018 , the remaining mandatory quarterly amortization payments for the Senior Secured Credit Facilities were $1,857 million through November 1, 2025. The applicable interest rate margins for borrowings under the 2023 Revolving Credit Facility are 1.50% - 2.00% with respect to base rate or prime rate borrowings and 2.50% - 3.00% with respect to eurocurrency rate or bankers' acceptance rate borrowings. As of December 31, 2018 , the stated rate of interest on the 2023 Revolving Credit Facility was 5.38% per annum. In addition, the Company is required to pay commitment fees of 0.25% - 0.50% per annum with respect to the unutilized commitments under the 2023 Revolving Credit Facility, payable quarterly in arrears. The Company also is required to pay: (i) 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 eurocurrency rate borrowings under the 2023 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, (ii) customary fronting fees for the issuance of letters of credit and (iii) agency fees. The Restated Credit Agreement permits the incurrence of $1,000 million of incremental credit facility borrowings, subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to, in the case of secured debt, a secured leverage ratio of not greater than 3.50 :1.00, and, in the case of unsecured debt, a total leverage ratio of not greater than 6.50 :1.00 or an interest coverage ratio of not less than 2.00 :1.00. Senior Secured Notes The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Restated Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). The Senior 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 Restated Credit Agreement under the terms of the indenture governing the Senior Secured Notes. The Senior Secured Notes and the guarantees 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 Senior 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 Senior Secured Notes and effectively senior to the Company’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes, or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the Senior Secured Notes are structurally subordinated to: (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Senior 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 indentures governing the Senior Secured Notes), unless the Company has exercised its right to redeem all of the notes of a series, holders of the Senior Secured Notes may require the Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest. 6.50% Senior Secured Notes due 2022 and 7.00% Senior Secured Notes due 2024 - March 2017 Refinancing Transactions As part of the March 2017 Refinancing Transactions, the Company issued $1,250 million aggregate principal amount of 6.50% senior secured notes due March 15, 2022 (the “ March 2022 Secured Notes ”) and $2,000 million aggregate principal amount of 7.00% senior secured notes due March 15, 2024 (the “ March 2024 Secured Notes ”), in a private placement, the proceeds of which, when combined with the proceeds from the Series F-3 Tranche B Term Loan Facility and cash on hand, were used to: (i) repay the March 2017 Refinanced Debt, (ii) repurchase $1,100 million in principal amount of August 2018 Senior Unsecured Notes, (iii) repay $350 million of amounts outstanding under the 2018 Revolving Credit Facility and (iv) pay related fees and expenses. Interest on these notes is payable semi-annually in arrears on each March 15 and September 15. The March 2022 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after March 15, 2019, at the redemption prices set forth in the indenture. The Company may redeem some or all of the March 2022 Secured Notes prior to March 15, 2019 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to March 15, 2019, the Company may redeem up to 40% of the aggregate principal amount of the March 2022 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. The March 2024 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after March 15, 2020, at the redemption prices set forth in the indenture. The Company may redeem some or all of the March 2024 Secured Notes prior to March 15, 2020 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to March 15, 2020, the Company may redeem up to 40% of the aggregate principal amount of the March 2024 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. 5.50% Senior Secured Notes due 2025 - October 2017 Refinancing Transactions and November 2017 Refinancing Transactions On October 17, 2017, the Company issued $1,000 million aggregate principal amount of 5.50% Senior Secured Notes due November 2025 (the “ November 2025 Secured Notes ”), in a private placement, the proceeds of which were used to: (i) repurchase $569 million in principal amount of the 6.375% October 2020 Unsecured Notes (as defined below) and (ii) repurchase $431 million in principal amount of the 7.00% October 2020 Unsecured Notes (as defined below) (collectively, the “October 2017 Refinancing Transactions”). The related fees and expenses were paid using cash on hand. Interest on the November 2025 Secured Notes is payable semi-annually in arrears on each May 1 and November 1. The November 2025 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after November 1, 2020, at the redemption prices set forth in the indenture. The Company may redeem some or all of the November 2025 Secured Notes prior to November 1, 2020 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to November 1, 2020, the Company may redeem up to 40% of the aggregate principal amount of the November 2025 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. On November 21, 2017 , the Company issued $750 million aggregate principal amount of the November 2025 Secured Notes in a private placement. These are additional notes and form part of the same series as the Company’s existing November 2025 Secured Notes . The proceeds were used to prepay $750 million of its Series F Tranche B Term Loan Facility. The related fees and expenses were paid using cash on hand (collectively, the “November 2017 Refinancing Transactions”). Senior Unsecured Notes The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit Facilities. The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes. If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Unsecured Notes repurchased, plus accrued and unpaid interest. 7.00% Senior Unsecured Notes due 2020 On September 28, 2010, the Company issued $700 million aggregate principal amount of 7.00% Senior Unsecured Notes due 2020 (the “ 7.00% October 2020 Unsecured Notes ”) in a private placement. The 7.00% October 2020 Unsecured Notes accrued interest at the rate of 7.00% per year and were subsequently repaid in full: (i) as part of the October 2017 Refinancing Transactions, (ii) as part of the December 2017 Refinancing Transactions (as defined below) and (iii) using cash on hand of $71 million in March 2018. 6.75% Senior Unsecured Notes due 2021 On February 8, 2011, the Company issued $650 million aggregate principal amount of 6.75% Senior Unsecured Notes due 2021 (the " August 2021 Unsecured Notes ") in a private placement. The August 2021 Unsecured Notes accrued interest at the r |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS In connection with the acquisition of Bausch & Lomb Holdings Incorporated ("B&L") completed on August 5, 2013, the Company assumed all of B&L’s benefit obligations and related plan assets. This includes defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan, which covers a closed grandfathered group of legacy B&L U.S. employees and employees in certain other countries. The U.S. defined benefit accruals were frozen as of December 31, 2004 and benefits that were earned up to December 31, 2004 were preserved. Participants continue to earn interest credits on their cash balance. The most significant non-U.S. plans are two defined benefit plans in Ireland. In 2011, both Ireland defined benefit plans were closed to future service benefit accruals; however, additional accruals related to annual salary increases continued. In December 2014, one of the Ireland defined benefit plans was amended effective August 2014 to eliminate future benefit accruals related to salary increases. All of the pension benefits accrued through the plan amendment date were preserved. As a result of the plan amendment, there are no active plan participants accruing benefits under the amended Ireland defined benefit plan. The U.S. postretirement benefit plan was amended effective January 1, 2005 to eliminate employer contributions after age 65 for participants who did not meet the minimum requirements of age and service on that date. The employer contributions for medical and prescription drug benefits for participants retiring after March 1, 1989 were frozen effective January 1, 2010. Effective January 1, 2014, the Company no longer offers medical and life insurance coverage to new retirees. In addition to the B&L benefit plans, outside of the U.S., a limited group of the Company's employees are covered by defined benefit pension plans. The Company uses December 31 as the year-end measurement date for all of its defined benefit pension plans and the postretirement benefit plan. Accounting for Pension Benefit Plans and Postretirement Benefit Plan The Company recognizes in its Consolidated Balance Sheets an asset or liability equal to the over- or under-funded benefit obligation of each defined benefit pension plan and postretirement benefit plan. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost are recognized, net of tax, as a component of other comprehensive income (loss). The amounts included in accumulated other comprehensive loss as of December 31, 2018 , 2017 and 2016 were as follows: Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Unrecognized actuarial losses $ (31 ) $ (18 ) $ (26 ) $ (50 ) $ (56 ) $ (61 ) $ (1 ) $ (4 ) $ (6 ) Unrecognized prior service credits $ — $ — $ — $ 27 $ 29 $ 26 $ 17 $ 20 $ 23 Of the December 31, 2018 amounts, the Company expects to recognize $3 million and $1 million of unrecognized prior service credits related to the U.S. postretirement benefit plan and the non-U.S. defined benefit plans, respectively, in net periodic (benefit) cost during 2019 . In addition, the Company expects to recognize $1 million of unrecognized actuarial losses related to the non-U.S. pension benefit plans in net periodic (benefit) cost during 2019 . Net Periodic (Benefit) Cost The following table provides the components of net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan in 2018 , 2017 and 2016 : Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Service cost $ 2 $ 2 $ 2 $ 3 $ 3 $ 3 $ — $ — $ — Interest cost 7 8 8 5 5 6 1 2 2 Expected return on plan assets (15 ) (13 ) (13 ) (5 ) (5 ) (7 ) — — — Amortization of net loss — — — 1 2 — — — — Amortization of prior service credit — — — (1 ) (1 ) (1 ) (2 ) (3 ) (3 ) Other — — — — — 2 — — — Net periodic (benefit) cost $ (6 ) $ (3 ) $ (3 ) $ 3 $ 4 $ 3 $ (1 ) $ (1 ) $ (1 ) Benefit Obligation, Change in Plan Assets and Funded Status The table below presents components of the change in projected benefit obligation, change in plan assets and funded status for 2018 and 2017 : Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2018 2017 2018 2017 Change in Projected benefit Obligation Projected benefit obligation, beginning of year $ 234 $ 230 $ 254 $ 230 $ 48 $ 52 Service cost 2 2 3 3 — — Interest cost 7 8 5 5 1 2 Employee contributions — — — — 1 1 Settlements — — (2 ) (1 ) — — Benefits paid (16 ) (15 ) (5 ) (4 ) (5 ) (6 ) Actuarial (gains) losses (13 ) 9 (10 ) (9 ) (4 ) (1 ) Currency translation adjustments — — (10 ) 30 — — Projected benefit obligation, end of year 214 234 235 254 41 48 Change in Plan Assets Fair value of plan assets, beginning of year 206 181 155 128 — — Actual return on plan assets (11 ) 30 (2 ) 7 — — Employee contributions — — — — 1 1 Company contributions 8 10 7 7 4 5 Settlements — — (2 ) (1 ) — — Benefits paid (16 ) (15 ) (5 ) (4 ) (5 ) (6 ) Currency translation adjustments — — (6 ) 18 — — Fair value of plan assets, end of year 187 206 147 155 — — Funded Status at end of year $ (27 ) $ (28 ) $ (88 ) $ (99 ) $ (41 ) $ (48 ) Recognized as: Accrued and other current liabilities $ — $ — $ (2 ) $ (2 ) $ (5 ) $ (6 ) Other non-current liabilities $ (27 ) $ (28 ) $ (86 ) $ (97 ) $ (36 ) $ (42 ) A number of the Company’s pension benefit plans were underfunded as of December 31, 2018 and 2017 , having accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded pension benefit plans is as follows: U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2018 2017 Projected benefit obligation $ 214 $ 234 $ 235 $ 254 Accumulated benefit obligation 214 234 225 244 Fair value of plan assets 187 206 147 155 The Company’s policy for funding its pension benefit plans is to make contributions that meet or exceed the minimum statutory funding requirements. These contributions are determined based upon recommendations made by the actuary under accepted actuarial principles. In 2019 , the Company expects to contribute $2 million , $7 million and $5 million to the U.S. pension benefit plan, the non-U.S. pension benefit plans and the U.S. postretirement benefit plan, respectively. The Company plans to use postretirement benefit plan assets and cash on hand, as necessary, to fund the U.S. postretirement benefit plan benefit payments in 2019 . Estimated Future Benefit Payments Future benefit payments over the next 10 years for the pension benefit plans and the postretirement benefit plan, which reflect expected future service, as appropriate, are expected to be paid as follows: (in millions) Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans 2019 $ 14 $ 5 $ 5 2020 18 5 5 2021 18 6 4 2022 18 6 4 2023 17 6 4 2024-2028 79 37 14 Assumptions The weighted-average assumptions used to determine net periodic benefit costs and benefit obligations for 2018, 2017 and 2016 were as follows: Pension Benefit Plans U.S. Postretirement Benefit Plan 2018 2017 2016 2018 2017 2016 For Determining Net Periodic (Benefit) Cost U.S. Plans: Discount rate 3.56 % 4.04 % 4.34 % 3.47 % 3.85 % 4.13 % Expected rate of return on plan assets 7.50 % 7.50 % 7.50 % — — % 5.50 % Rate of compensation increase — — — — — — Non-U.S. Plans: Discount rate 2.29 % 2.08 % 2.74 % Expected rate of return on plan assets 3.66 % 3.84 % 5.46 % Rate of compensation increase 2.87 % 2.64 % 2.87 % Pension Benefit Plans U.S. Postretirement Benefit Plan 2018 2017 2018 2017 For Determining Benefit Obligation U.S. Plans: Discount rate 4.25 % 3.56 % 4.16 % 3.47 % Rate of compensation increase — — — — Non-U.S. Plans: Discount rate 2.39 % 2.29 % Rate of compensation increase 2.89 % 2.87 % The expected long-term rate of return on plan assets was developed based on a capital markets model that uses expected asset class returns, variance and correlation assumptions. The expected asset class returns were developed starting with current Treasury (for the U.S. pension plan) or Eurozone (for the Ireland pension plans) government yields and then adding corporate bond spreads and equity risk premiums to develop the return expectations for each asset class. The expected asset class returns are forward-looking. The variance and correlation assumptions are also forward-looking. They take into account historical relationships, but are adjusted to reflect expected capital market trends. The expected return on plan assets for the Company’s U.S. pension plan for 2018 was 7.50% . The expected return on plan assets for the Company’s Ireland pension plans was 3.75% for 2018 . The discount rate used to determine benefit obligations represents the current rate at which the benefit plan liabilities could be effectively settled considering the timing of expected payments for plan participants. The 2019 expected rate of return for the U.S. pension benefit plan will be 7.25% . The 2019 expected rate of return for the Ireland pension benefit plans will be 3.50% . Pension Benefit Plans Assets Pension benefit plan assets are invested in several asset categories. The following presents the actual asset allocation as of December 31, 2018 and 2017 : 2018 2017 U.S. Plan Equity securities 52 % 60 % Fixed income securities 47 % 30 % Other 1 % 10 % Non-U.S. Plans Cash and cash equivalents 5 % 9 % Equity securities 20 % 23 % Fixed income securities 69 % 66 % Other 6 % 2 % The investment strategy underlying pension plan asset allocation is to manage the assets of the plan to provide for the non-current liabilities while maintaining sufficient liquidity to pay current benefits. Pension plan assets are diversified to protect against large investment losses and to reduce the probability of excessive performance volatility. Diversification of assets is achieved by allocating funds to various asset classes and investment styles within asset classes, and retaining investment management firm(s) with complementary investment philosophies, styles and approaches. The Company’s pension plan assets are managed by outside investment managers using a total return investment approach, whereby a mix of equity and debt securities investments are used to maximize the long-term rate of return on plan assets. A significant portion of the assets of the U.S. and Ireland pension plans have been invested in equity securities, as equity portfolios have historically provided higher returns than debt and other asset classes over extended time horizons. Correspondingly, equity investments also entail greater risks than other investments. Equity risks are balanced by investing a significant portion of plan assets in broadly diversified fixed income securities. Fair Value of Plan Assets The Company measured the fair value of plan assets based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6, "FAIR VALUE MEASUREMENTS" for details on the Company's fair value measurements based on a three-tier hierarchy. The table below presents total plan assets by investment category as of December 31, 2018 and 2017 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value. There were no transfers between Level 1 and Level 2 during the years ended December 31, 2018 and 2017 . Pension Benefit Plans - U.S. Plans As of December 31, 2018 As of December 31, 2017 (in millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and cash equivalents $ 2 $ — $ — $ 2 $ — $ — $ — $ — Commingled funds: Equity securities: U.S. broad market — 51 — 51 — 76 — 76 Emerging markets — 13 — 13 — 19 — 19 Worldwide developed markets — 21 — 21 — 29 — 29 Other assets — 13 — 13 — 20 — 20 Fixed income securities: Investment grade — 87 — 87 — 62 — 62 $ 2 $ 185 $ — $ 187 $ — $ 206 $ — $ 206 Pension Benefit Plans - Non-U.S. Plans As of December 31, 2018 As of December 31, 2017 (in millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and cash equivalents $ 7 $ — $ — $ 7 $ 14 $ — $ — $ 14 Commingled funds: Equity securities: Emerging markets — 1 — 1 — 1 — 1 Worldwide developed markets — 29 — 29 — 35 — 35 Fixed income securities: Investment grade — 9 — 9 — 10 — 10 Global high yield — 2 — 2 — 4 — 4 Government bond funds — 90 — 90 — 88 — 88 Other assets — 9 — 9 — 3 — 3 $ 7 $ 140 $ — $ 147 $ 14 $ 141 $ — $ 155 Cash equivalents consisted primarily of term deposits and money market instruments. The fair value of the term deposits approximates their carrying amounts due to their short term maturities. The money market instruments also have short maturities and are valued using a market approach based on the quoted market prices of identical instruments. Commingled funds are not publicly traded. The underlying assets in these funds are publicly traded on the exchanges and have readily available price quotes. The Ireland pension plans held approximately 93% and 92% of the non-U.S. commingled funds in 2018 and 2017 , respectively. The commingled funds held by the U.S. and Ireland pension plans are primarily invested in index funds. The underlying assets in the fixed income funds are generally valued using the net asset value per fund share, which is derived using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. The insurance policies held by the postretirement benefit plan consist of variable life insurance contracts whose fair value is their cash surrender value. Cash surrender value is the amount currently payable by the insurance company upon surrender of the policy and is based principally on the net asset values of the underlying trust funds. The trust funds are commingled funds that are not publicly traded. The underlying assets in these funds are primarily publicly traded on exchanges and have readily available price quotes. Defined Contribution Plans The Company sponsors defined contribution plans in the U.S., Ireland and certain other countries. Under these plans, employees are allowed to contribute a portion of their salaries to the plans, and the Company matches a portion of the employee contributions. The Company contributed $36 million , $22 million and $28 million to these plans during the years ended December 31, 2018, 2017 and 2016 , respectively. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION In May 2014, shareholders approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced the Company’s 2011 Omnibus Incentive Plan (the “2011 Plan”) for future equity awards granted by the Company. The Company transferred the common shares available under the 2011 Plan to the 2014 Plan. The maximum number of common shares that may be issued to participants under the 2014 Plan is equal to 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered 20,000,000 common shares of common stock for issuance under the 2014 Plan. Effective April 30, 2018, the Company amended and restated the 2014 Plan (the “Amended and Restated 2014 Plan”). The Amended and Restated 2014 Plan includes the following amendments: (i) the number of common shares authorized for issuance under the Amended and Restated 2014 Plan has been increased by an additional 11,900,000 common shares, as approved by the requisite number of shareholders at the Company’s annual general meeting held on April 30, 2018, (ii) introduction of a $750,000 aggregate fair market value limit on awards (in either equity, cash or other compensation) that can be granted in any calendar year to a participant who is a non-employee director, (iii) housekeeping changes to address recent changes to Section 162(m) of the Internal Revenue Code, (iv) awards are expressly subject to the Company’s clawback policy and (v) awards not assumed or substituted in connection with a Change of Control (as defined in the Amended and Restated 2014 Plan) will only vest on a pro rata basis. Approximately 14,423,000 common shares were available for future grants as of December 31, 2018 . The Company uses reserved and unissued common shares to satisfy its obligation under its share-based compensation plans. The components and classification of share-based compensation expense related to stock options and RSUs for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Stock options $ 23 $ 18 $ 16 RSUs 64 69 149 Share-based compensation expense $ 87 $ 87 $ 165 Research and development expenses $ 9 $ 8 $ 7 Selling, general and administrative expenses 78 79 158 Share-based compensation expense $ 87 $ 87 $ 165 During 2017, the Company introduced a new long-term incentive program with the objective of realigning the share-based awards granted to senior management with the Company’s focus on improving its tangible capital usage and allocation, while maintaining focus on improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs. Performance-based RSUs are comprised of: (i) awards that vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”) and (ii) awards that vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”). The fair value of the ROTC performance-based RSUs is estimated based on the trading price of the Company’s common shares on the date of grant. Expense recognized for the ROTC performance-based RSUs in each reporting period reflects the Company’s latest estimate of the number of ROTC performance-based RSUs that are expected to vest. If the ROTC performance-based RSUs do not ultimately vest due to the ROTC targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. In March 2016, the Company announced that its Board of Directors had initiated a search to identify a candidate for a new CEO to succeed the Company's then current CEO, who would continue to serve in that role until his replacement was appointed. On May 2, 2016, the Company's new CEO assumed the role, succeeding the Company's former CEO. Pursuant to the terms of his employment agreement dated January 2015, the former CEO was entitled to certain share-based awards and payments upon termination. Under his January 2015 employment agreement, the former CEO received performance-based RSUs that vest when certain market conditions (namely total shareholder return) are met at the defined dates, provided continuing employment through those dates. Under the termination provisions of his employment agreement, upon termination of the former CEO, the defined dates for meeting the market conditions of the performance-based RSUs were eliminated and, as a result, vesting was based solely on the attainment of the applicable level of total shareholder return through the date of termination and the resulting number of common shares, if any, to be awarded to the former CEO was determined on a pro-rata basis for service provided under the original performance period, with credit given for an additional year of service. Because the total shareholder return at the time of the former CEO’s termination did not meet the performance threshold, no common shares were issued and no value was ultimately received by the former CEO pursuant to this performance-based RSU award. However, an incremental share-based compensation expense of $28 million was recognized in the six-month period ended June 30, 2016, which represents the additional year of service credit consistent with the grant date fair value calculated using a Monte Carlo Simulation Model in the first quarter of 2015, notwithstanding the fact that no value was ultimately received by the former CEO. In addition to the acceleration of his performance-based RSUs, the former CEO was also entitled to a cash severance payment of $9 million and a pro-rata annual cash bonus of approximately $2 million pursuant to his employment agreement. The cash severance payments, the pro-rata cash bonus and the associated payroll taxes were also recognized as expense in the first quarter of 2016. The granted stock options, time-based RSUs and performance-based RSUs includes long-term incentive awards granted to the Company’s Chief Executive Officer ("CEO") which had an aggregate value of $10 million . In connection with his award, approximately 933,000 performance-based RSUs received by the CEO upon his hire in 2016 were canceled, and the shares underlying those performance-based RSUs were permanently retired and are not available for future grants under the 2014 Plan. The CEO's long-term incentive award was accounted for as an award modification whereby the Company continues to recognize the unamortized compensation associated with the original award plus the incremental fair value of the new award measured at the date of grant, over the vesting period of the new award. Stock Options Stock options granted under the 2011 Plan and the Amended and Restated 2014 Plan generally expire on the fifth or tenth anniversary of the grant date. The exercise price of any stock option granted under the 2011 Plan and the Amended and Restated 2014 Plan will not be less than the closing price per common share preceding the date of grant. Stock options generally vest 33% and 25% each year over a three -year and four -year period, respectively, on the anniversary of the date of grant. The fair values of all stock options granted for the years ended December 31, 2018 , 2017 and 2016 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2018 2017 2016 Expected stock option life (years) 3.0 3.0 3.3 Expected volatility 54.0 % 67.3 % 75.0 % Risk-free interest rate 2.7 % 1.8 % 1.1 % Expected dividend yield — % — % — % The expected stock option life was determined based on historical exercise and forfeiture patterns. The expected volatility was determined based on implied volatility in the market traded options of the Company’s common stock. The risk-free interest rate was determined based on the rate at the time of grant for zero-coupon U.S. or Canadian government bonds with maturity dates equal to the expected life of the stock option. The expected dividend yield was determined based on the stock option’s exercise price and expected annual dividend rate at the time of grant. The Black-Scholes option-pricing model used by the Company to calculate stock option values was developed to estimate the fair value of freely tradeable, fully transferable stock options without vesting restrictions, which significantly differ from the Company’s stock option awards. This model also requires highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated values. The following table summarizes stock option activity during 2018 : (in millions, except per share amounts) Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2018 4.5 $ 34.65 Granted 2.1 $ 15.52 Exercised (0.2 ) $ 16.73 Expired or forfeited (0.5 ) $ 37.47 Outstanding, December 31, 2018 5.9 $ 27.88 7.9 $ 11 Vested and expected to vest, December 31, 2018 5.5 $ 28.61 7.9 $ 10 Vested and exercisable, December 31, 2018 2.2 $ 43.85 6.8 $ 2 The weighted-average fair values of all stock options granted in 2018, 2017 and 2016 were $7.83 , $5.97 and $14.50 , respectively. The total intrinsic values of stock options exercised in 2018, 2017 and 2016 were $1 million , $1 million and $65 million , respectively. Proceeds received on the exercise of stock options in 2018, 2017 and 2016 were $2 million , $1 million and $33 million , respectively. As of December 31, 2018 , the total remaining unrecognized compensation expense related to non-vested stock options amounted to $18 million , which will be amortized over the weighted-average remaining requisite service period of approximately 1.5 years. The total fair value of stock options vested in 2018, 2017 and 2016 were $17 million , $20 million and $26 million , respectively. RSUs RSUs generally vest either on the third anniversary date from the date of grant or 33% a year over a three -year period. Annual RSUs granted to non-management directors vest immediately prior to the next Annual Meeting of Shareholders. Pursuant to the applicable unit agreement, certain RSUs may be subject to the attainment of any applicable performance goals specified by the Board of Directors. If the vesting of the RSUs is conditional upon the attainment of performance goals, any RSUs that do not vest as a result of a determination that the prescribed performance goals failed to be attained will be forfeited immediately upon such determination. RSUs are credited with dividend equivalents, in the form of additional RSUs, when dividends are paid on the Company’s common shares. Such additional RSUs will have the same vesting dates and will vest under the same terms as the RSUs in respect of which such additional RSUs are credited. To the extent provided for in a RSU agreement, the Company may, in lieu of all or a portion of the common shares which would otherwise be provided to a holder, elect to pay a cash amount equivalent to the market price of the Company’s common shares on the vesting date for each vested RSU. The amount of cash payment will be determined based on the average market price of the Company’s common shares on the vesting date. The Company’s current intent is to settle vested RSUs through the issuance of common shares. Time-Based RSUs Each vested time-based RSU represents the right of a holder to receive one of the Company’s common shares. The fair value of each RSU granted is estimated based on the trading price of the Company’s common shares on the date of grant. The following table summarizes non-vested time-based RSU activity during 2018 : (in millions, except per share amounts) Time-Based RSUs Weighted- Average Grant-Date Fair Value Per Share Non-vested, January 1, 2018 4.7 $ 19.09 Granted 3.0 $ 17.59 Vested (1.5 ) $ 20.19 Forfeited (0.4 ) $ 16.48 Non-vested, December 31, 2018 5.8 $ 18.29 As of December 31, 2018 , the total remaining unrecognized compensation expense related to non-vested time-based RSUs amounted to $47 million , which will be amortized over the weighted-average remaining requisite service period of approximately 1.8 years. The total fair value of time-based RSUs vested in 2018, 2017 and 2016 were $30 million , $58 million and $43 million , respectively. Performance-Based RSUs Each vested performance-based RSU represents the right of a holder to receive a number of the Company’s common shares up to a specified maximum. Performance-based RSUs vest upon achievement of certain share price appreciation conditions or attainment of certain performance targets. If the Company’s performance is below a specified performance level, no common shares will be paid. The fair value of each performance-based RSU granted during 2018 , 2017 and 2016 was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. The fair values of performance-based RSUs granted during 2018 , 2017 and 2016 were estimated with the following assumptions: 2018 2017 2016 Contractual term (years) 3.0 3.0 3.0 - 4.0 Expected Company share volatility 54.2% 67.2% - 77.2% 78.2% - 81.4% Risk-free interest rate 2.7% 1.7% - 1.8% 1.0% - 1.2% The expected company share volatility was determined based on historical volatility over the contractual term of the performance-based RSU. The risk-free interest rate was determined based on the rate at the time of grant for zero-coupon U.S. government bonds with maturity dates equal to the contractual term of the performance-based RSUs. The following table summarizes non-vested performance-based RSU activity during 2018 : (in millions, except per share amounts) Performance-based RSUs Weighted- Average Grant-Date Fair Value Per Share Non-vested, January 1, 2018 1.8 $ 48.55 Granted 0.9 $ 24.44 Vested (0.1 ) $ 247.04 Forfeited (1.1 ) $ 39.63 Non-vested, December 31, 2018 1.5 $ 34.06 During 2018 , the Company granted approximately 878,000 performance-based RSUs, consisting of approximately 469,000 units of TSR performance-based RSUs with an average grant date fair value of $29.35 per RSU and approximately 409,000 units of ROTC performance-based RSUs with a weighted-average grant date fair value of $18.80 per RSU. As of December 31, 2018 , the total remaining unrecognized compensation expense related to non-vested performance-based RSUs amounted to $24 million , which will be amortized over the weighted-average remaining requisite service period of approximately 1.7 years. A maximum of 2,860,510 common shares could be issued upon vesting of the performance-based RSUs outstanding as of December 31, 2018 . |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss as of December 31, 2018 and 2017 consists of: (in millions) 2018 2017 Foreign currency translation adjustment $ (2,111 ) $ (1,877 ) Pension adjustment, net of tax (26 ) (19 ) $ (2,137 ) $ (1,896 ) Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently reinvested. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Included in Research and development are costs related to product development and quality assurance programs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards. Research and development costs for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Product related research and development $ 376 $ 328 $ 385 Quality assurance 37 33 36 Research and development $ 413 $ 361 $ 421 |
OTHER (INCOME) EXPENSE , NET
OTHER (INCOME) EXPENSE , NET | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER (INCOME) EXPENSE , NET | OTHER (INCOME) EXPENSE, NET Other (income) expense, net for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Gain on the Skincare Sale $ — $ (309 ) $ — Gain on the iNova Sale — (309 ) — Gain on the Dendreon Sale — (97 ) — Loss on the Sprout Sale — 98 — Net loss (gain) on other sales of assets 6 37 (6 ) Litigation and other matters (27 ) 226 59 Other, net — 1 20 Other (income) expense, net $ (21 ) $ (353 ) $ 73 In 2018, Litigation and other matters includes a favorable adjustment of $40 million related to the Salix SEC litigation. In 2017, Litigation and other matters includes: (i) $96 million related to the settlement of the Allergan shareholder class actions, (ii) $93 million related to the settlement of the Solodyn ® antitrust class actions litigation and (iii) $20 million related to the Mimetogen Pharmaceuticals litigation. In 2016, Litigation and other matters includes: (i) an unfavorable adjustment of $90 million from the settlement of the Salix securities litigation and (ii) a favorable adjustment of $39 million from the settlement of the investigation into Salix's pre-acquisition sales and promotional practices for the Xifaxan ® , Relistor ® and Apriso ® products. See Note 20, "LEGAL PROCEEDINGS" for additional information. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of Loss before benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Domestic $ (1,475 ) $ (2,032 ) $ (1,804 ) Foreign (2,679 ) 291 (631 ) $ (4,154 ) $ (1,741 ) $ (2,435 ) The components of Benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Current: Domestic $ — $ (20 ) $ — Foreign (327 ) (146 ) (241 ) (327 ) (166 ) (241 ) Deferred: Domestic 17 (2 ) — Foreign 320 4,313 268 337 4,311 268 $ 10 $ 4,145 $ 27 The Benefit from income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory rate of 26.9% to Loss before benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 as follows: (in millions) 2018 2017 2016 Loss before benefit from income taxes $ (4,154 ) $ (1,741 ) $ (2,435 ) Benefit from income taxes Expected benefit from income taxes at Canadian statutory rate $ 1,117 $ 468 $ 655 Non-deductible amount of share-based compensation (10 ) (37 ) (30 ) Adjustments to tax attributes (4 ) (242 ) 147 Impact of changes in enacted income tax rates — 747 — Canadian tax impact of foreign exchange gain or loss on U.S. dollar denominated debt held by BHC and its Canadian Affiliates (8 ) 157 (11 ) Change in valuation allowance related to foreign tax credits and NOLs (3 ) 139 (155 ) Change in valuation allowance on Canadian deferred tax assets and tax rate changes (867 ) (517 ) (472 ) Change in uncertain tax positions (47 ) (65 ) (10 ) Foreign tax rate differences (3 ) 933 (101 ) Goodwill impairment (488 ) (139 ) (377 ) Tax differences on divestitures of businesses — 203 — Tax benefit on intra-entity transfers 356 2,480 399 Other (33 ) 18 (18 ) $ 10 $ 4,145 $ 27 Deferred tax assets and liabilities as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Deferred tax assets: Tax loss carryforwards $ 2,886 $ 2,485 Provisions 519 589 Research and development tax credits 143 140 Scientific Research and Experimental Development pool 52 57 Tax credit carryforwards 46 59 Deferred revenue 4 11 Unrealized FX on U.S. dollar debt and other financing cost 262 61 Prepaid expenses 44 — Share-based compensation 24 22 Total deferred tax assets 3,980 3,424 Less valuation allowance (2,913 ) (2,001 ) Net deferred tax assets 1,067 1,423 Deferred tax liabilities: Intangible assets 163 2,014 Plant, equipment and technology 55 18 Outside basis differences 29 28 Prepaid expenses — 35 Other 29 75 Total deferred tax liabilities 276 2,170 Net deferred tax asset (liability) $ 791 $ (747 ) On December 22, 2017, the Tax Act was signed into law and includes a number of changes in the U.S. tax law, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The Tax Act also implements a modified territorial tax system that includes a one-time transition tax on the accumulated previously untaxed earnings of foreign subsidiaries (the “Transition Toll Tax”) equal to 15.5% (reinvested in liquid assets) or 8% (reinvested in non-liquid assets). At the taxpayer's election, the Transition Toll Tax can be paid over an eight -year period without interest, starting in 2018. The Company elected not to use this option and instead used a portion of its U.S. net operating losses ("NOLs") to offset this income inclusion. The Tax Act also includes two new U.S. tax base erosion provisions: (i) the base-erosion and anti-abuse tax (“BEAT”) and (ii) the global intangible low-taxed income (“GILTI”). BEAT provides a minimum tax on U.S. tax deductible payments made to related foreign parties after December 31, 2017. GILTI requires an entity to include in its U.S. taxable income the earnings of its foreign subsidiaries in excess of an allowable return on each foreign subsidiary’s depreciable tangible assets. Accounting guidance provides that the impacts of GILTI can be included in the consolidated financial statements either by recording the impacts in the period in which GILTI has been incurred or by adjusting deferred tax assets or liabilities in the period of enactment related to basis differences expected to reverse as a result of the GILTI provisions in future years. The Company has elected to provide for the GILTI tax in the period in which it is incurred and, therefore, the 2017 benefit for income taxes did not include a provision for GILTI. The tax expense in 2018 includes the effects of the Tax Act including both GILTI and BEAT. As part of the Tax Act, the Company’s U.S. interest expense is subject to limitation rules which limit U.S. interest expense to 30% of adjusted taxable income, defined similar to EBITDA through 2021 and EBIT thereafter. Disallowed interest can be carried forward indefinitely and any unused interest deduction assessed for recoverability. The Company considered such provisions in 2018 and expects to fully utilize any interest carry forwards in future periods. For the year ended December 31, 2017, the Company provided for income taxes, including the impacts of the Tax Act, in accordance with the accounting guidance issued through the date of issuance of its audited Consolidated Financial Statements. In accordance with that accounting guidance, the Company had provisionally provided for the income tax effects of the Tax Act as of December 31, 2017. The Company’s Benefit from income taxes for the year 2017 included provisional net tax benefits of $975 million attributable to the Tax Act which included: (i) the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future of $774 million , (ii) the one-time Transition Toll Tax of $88 million and (iii) the decrease in deferred tax assets attributable to certain legal accruals, the deductibility of which is uncertain for U.S. federal income tax purposes, of $10 million . The Company has utilized NOLs to offset the provisionally determined $88 million Transition Toll Tax and therefore no amount was recorded as payable. The Company had previously provided for residual U.S. federal income tax on its outside basis differences in certain foreign subsidiaries which, due to the Tax Act, are no longer taxable. As such, the Company's residual U.S. federal income tax liability of $299 million prior to the law change was reversed and the Company recognized a deferred tax benefit of $299 million in the fourth quarter of 2017. The provisional amounts included in the Company's Benefit from income taxes for the year 2017, including the Transition Toll Tax, were finalized during the three months ended December 31, 2018. In finalizing the Benefit from income taxes for the year 2017, the Company considered the guidance issued by accounting regulatory bodies, the U.S. Internal Revenue Service, state and local governments, and the proposed regulations regarding the one-time Transition Toll Tax on the pre-2018 earnings of certain non-U.S. subsidiaries issued by the U.S. Treasury Department on August 1, 2018. As part of its full assessment, the Company also assessed the impact of the Tax Act on the Company’s tax filings for the year 2017. Differences between the provisional net income tax benefits provided in 2017 attributable to the Tax Act of $975 million , as previously disclosed, and the benefit for income taxes as finalized are included in the Benefit from income taxes for the year ended December 31, 2018 and were not material to the Company’s financial results for the year ended December 31, 2018. Although the Company has completed its full assessment and finalized its accounting for the impact of the Tax Act, the Company will monitor guidance issued in the future and assess the impact, if any, on the amounts provided. The Company has provided for income taxes, including the impacts of the Tax Act, in accordance with guidance issued by accounting regulatory bodies, the U.S. Internal Revenue Service and state and local governments through the date of the issuance of these Consolidated Financial Statements. Additional guidance and interpretations can be expected and such guidance, if any, could impact future results. While management continues to monitor these matters, the ultimate impact, if any, as a result of the application of any guidance issued in the future cannot be determined at this time. On December 21, 2018, the U.S. Treasury Department released proposed regulations under the new dividend received deduction and anti-hybrid rules. The Company has evaluated the proposed regulations, the impact of which was not material and has been included in the Benefit from income taxes. On September 5, 2018, Ireland’s Minister for Finance and Public Expenditure and Reform published Ireland’s Corporation Tax Roadmap incorporating implementation of the European Union Anti-Tax Avoidance Directives. The regulations have no impact for 2018 and the Company is in the process of evaluating these proposals and the impacts on its future financial results. In 2017, the Company liquidated its top U.S. subsidiary (Biovail Americas Corp.) in a taxable transaction that resulted in a taxable loss which was of a character that offset certain gains from internal restructurings and third-party divestitures, the excess of which was, under U.S. tax law, able to be carried back to offset previously recognized gains in 2016, 2015 and 2014. This carryback resulted in an increase in the deferred tax asset for NOLs previously utilized against such gains. In connection with this taxable transaction, the Company recognized a net income tax benefit of approximately $400 million primarily related to the carryback of losses and reversed a previously established deferred tax liability of approximately $1,900 million . The realization of deferred tax assets is dependent on the Company generating sufficient domestic and foreign taxable income in the years that the temporary differences become deductible. A valuation allowance has been provided for the portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on estimated future taxable income and tax planning strategies. As a result of taxable losses in Canada and deferred tax assets generated in conjunction with internal restructurings, the valuation allowance increased by $912 million and $144 million during the years ended December 31, 2018 and 2017 , respectively. Given the Company’s history of pre-tax losses and expected future losses in Canada, the Company maintained that there was insufficient objective evidence to release the valuation allowance against Canadian tax loss carryforwards, International Tax Credits (“ITC”) and pooled Scientific Research and Experimental Development Tax Incentive (“SR&ED”) expenditures. As of December 31, 2018 and 2017 , the Company had accumulated taxable losses available to offset future years’ federal and provincial taxable income in Canada of approximately $5,655 million and $5,047 million , respectively. As of December 31, 2018 and 2017 , unclaimed ITCs available to offset future federal taxes in Canada were approximately $34 million and $37 million , respectively, which expire in the years 2019 through 2036. In addition, as of December 31, 2018 and 2017 , pooled SR&ED expenditures available to offset against future taxable income in Canada were approximately $192 million and $210 million , respectively, which may be carried forward indefinitely. As of December 31, 2018 and 2017 , a full valuation allowance against the net Canadian deferred tax assets has been provided of $2,470 million and $1,576 million , respectively. As of December 31, 2018 and 2017 , the Company had accumulated taxable losses available to offset future years' federal taxable income in the U.S. of approximately $1,552 million and $1,703 million , respectively, including acquired losses which expire in the years 2021 through 2037. While the remaining taxable losses are subject to multiple annual loss limitations as a result of previous ownership changes, the Company believes that the recoverability of the deferred tax assets associated with these taxable losses are more likely than not to be realized. As of December 31, 2018 and 2017 U.S. research and development credits available to offset future years' federal income taxes in the U.S. were approximately $97 million and $95 million , respectively, which includes acquired research and development credits and which expire in the years 2021 through 2038. The Company intends to amend prior U.S. tax filings in order to deduct foreign taxes rather than take a foreign tax credit. Therefore, during 2017, the Company reversed the deferred tax asset and associated valuation allowance of approximately $342 million in U.S. foreign tax credits, including acquired U.S. foreign tax credits. The Company recorded a deferred tax benefit of $84 million for such deduction and adjusted its expected NOL carryforward accordingly. In conjunction with the Sprout Sale in 2017, the Company recognized a capital loss and established a valuation allowance on the portion of the loss for which a benefit is not expected to be realized. The Company provides for Canadian tax on the unremitted earnings of its direct foreign affiliates except for its direct U.S. subsidiaries. The Company continues to assert that the unremitted earnings of its U.S. subsidiaries will be permanently reinvested and not repatriated to Canada. As of December 31, 2018 , the Company estimates there will be no Canadian tax liability attributable to the permanently reinvested U.S. earnings. As of December 31, 2018 and 2017 , unrecognized tax benefits (including interest and penalties) were $654 million and $598 million , of which $345 million and $273 million would affect the effective income tax rate, respectively. In 2018 and 2017, the remaining unrecognized tax benefits would not impact the effective tax rate as the tax positions are offset against existing tax attributes or are timing in nature. In 2018 and 2017, the Company recognized net increases to unrecognized tax benefits for current year tax positions of $18 million and $147 million , respectively. In 2018 and 2017, the Company recognized net increases to unrecognized tax benefits related to tax positions taken in the prior years of $38 million and $28 million , respectively. The Company provides for interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2018 and 2017 , accrued interest and penalties related to unrecognized tax benefits were approximately $42 million and $41 million . In 2018 and 2017, the Company recognized an increase of approximately $1 million and $2 million of interest and penalties, respectively. The Company and one or more of its subsidiaries file federal income tax returns in Canada, the U.S., and other foreign jurisdictions, as well as various provinces and states in Canada and the U.S. The Company and its subsidiaries have open tax years, primarily from 2005 to 2017, with significant taxing jurisdictions, respectively, including Canada and the U.S. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and regulations and tax treaties, as they relate to the amount, timing, or inclusion of revenues and expenses, or the sustainability of income tax positions of the Company and its subsidiaries. Certain of these tax years are expected to remain open indefinitely. Jurisdiction: Open Years United States - Federal 2014 - 2017 Canada 2005 - 2017 Germany 2013 - 2017 France 2013 - 2017 China 2015 - 2017 Ireland 2013 - 2017 Netherlands 2015 - 2017 Australia 2011 - 2017 The Internal Revenue Service completed its examinations of the Company’s U.S. consolidated federal income tax returns for the years 2013 and 2014. There were no material adjustments to the Company's taxable income as a result of these examinations. The 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year. Additionally, the Internal Revenue Service has selected for examination the Company's annual tax filings for 2015 and 2016 and the Company's short period tax return for the period ended September 8, 2017, which was filed as a result of the Company's internal restructuring efforts during 2017. At this time, the Company does not expect that proposed adjustments, if any, for these periods would be material to the Company's Consolidated Financial Statements. The Company is currently under examination by the Canada Revenue Agency for three separate cycles: (a) years 2005 through 2006, (b) years 2007 through 2009 and (c) years 2012 through 2013. The Company received from the Canada Revenue Agency a proposed audit adjustment for the years 2005 through 2009. The Company disagrees with the adjustments and has filed the respective Notices of Objection. The total proposed adjustment will result in a loss of tax attributes which are subject to a full valuation allowance and will not result in material change to the provision for income taxes. The Canada Revenue Agency audits of the 2010 and 2011 tax years were closed in 2016, and resulted in no material adjustments. The Company received an assessment for certain transfer pricing matters in 2012 for CAD 88 million . The Company disagrees the adjustments and will file a Notice of Objection. Of the total proposed adjustment, all but CAD 2 million will result in a loss of tax attributes which are subject to a full valuation allowance and will not result in a material change to the provision for income taxes. The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2016. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's Consolidated Financial Statements. The Company’s subsidiaries in Australia are under audit by the Australian Tax Office for various years beginning in 2010. On August 8, 2017, the Australian Taxation Office issued a notice of assessment for the tax years 2011 through 2017 in the aggregate amount of $117 million , which includes penalties and interest. The Company disagrees with the assessment and continues to believe that its tax positions are appropriate and supported by the facts, circumstances and applicable laws. The Company intends to defend its tax position in this matter vigorously and has filed a holding objection against the assessment by the Australian Taxation Office and has secured a bank guarantee to cover any potential cash outlays regarding this assessment. As of December 31, 2017, Restricted cash of $77 million was deposited with a bank as collateral to secure a bank guarantee for the benefit of the Australian Government. On January 9, 2018, the cash collateral of $77 million of Restricted cash was returned to the Company in exchange for a $77 million letter of credit. The Company's U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2012 through 2017. Certain affiliates of the Company in regions outside of Canada, the U.S., Germany and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's Consolidated Financial Statements. The following table presents a reconciliation of the unrecognized tax benefits for 2018, 2017 and 2016 : (in millions) 2018 2017 2016 Balance, beginning of year $ 598 $ 423 $ 344 Additions based on tax positions related to the current year 18 145 16 Additions for tax positions of prior years 55 57 96 Reductions for tax positions of prior years (11 ) (18 ) (20 ) Lapse of statute of limitations (6 ) (9 ) (13 ) Balance, end of year $ 654 $ 598 $ 423 The Company estimates that unrecognized tax benefits realized during the next 12 months will not be material. On February 15, 2019, the Company received a ruling from the Polish tax authorities confirming the deductibility of royalties paid to certain Canadian subsidiaries. In connection with this ruling, the Company expects to recognize a tax benefit and will reduce its uncertain tax benefit liability for the full amount of the previously recorded liability for this matter of $32 million during the quarter ending March 31, 2019. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | (LOSS) EARNINGS PER SHARE (Loss) earnings per share attributable to Bausch Health Companies Inc. for 2018, 2017 and 2016 were calculated as follows: (in millions, except per share amounts) 2018 2017 2016 Net (loss) income attributable to Bausch Health Companies Inc. $ (4,148 ) $ 2,404 $ (2,409 ) Basic weighted-average number of common shares outstanding 351.3 350.2 347.3 Dilutive effect of stock options, RSUs and other — 1.6 — Diluted weighted-average number of common shares outstanding 351.3 351.8 347.3 (Loss) earnings per share attributable to Bausch Health Companies Inc. Basic $ (11.81 ) $ 6.86 $ (6.94 ) Diluted $ (11.81 ) $ 6.83 $ (6.94 ) In 2018 and 2016, all potential common shares issuable for stock options and RSUs 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 stock options and RSUs on the weighted-average number of common shares outstanding would have been approximately 3,763,000 and 2,795,000 common shares for 2018 and 2016, respectively. Additionally, in 2018, 2017 and 2016 , stock options, time-based RSUs and performance-based RSUs to purchase approximately 4,185,000 , 7,050,000 and 7,825,000 common shares of the Company, 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. |
SUPPLEMENTAL CASH FLOW DISCLOSU
SUPPLEMENTAL CASH FLOW DISCLOSURES | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW DISCLOSURES | SUPPLEMENTAL CASH FLOW DISCLOSURES The Supplemental cash flow disclosures for 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Other Payments Interest paid $ 1,665 $ 1,708 $ 1,718 Income taxes paid $ 138 $ 179 $ 149 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGS From time to time, the Company becomes involved in various legal and administrative proceedings, which 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, the Company also initiates actions or files counterclaims. The Company could be subject to counterclaims or other suits in response to actions it may initiate. The Company believes that the prosecution of these actions and counterclaims is important to preserve and protect the Company, its reputation and its assets. Certain of these proceedings and actions are described below. On a quarterly basis, the Company evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued. As of December 31, 2018 , the Company's Consolidated Balance Sheets includes accrued current loss contingencies of $11 million related to matters which are both probable and reasonably estimable. For all other matters, unless otherwise indicated, the Company 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 the Company’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline. Governmental and Regulatory Inquiries Investigation by the U.S. Attorney's Office for the District of Massachusetts In October 2015, the Company received a subpoena from the U.S. Attorney's Office for the District of Massachusetts, and, in June 2016, the Company received a follow-up subpoena. The materials requested, pursuant to the subpoenas and follow-up requests, include documents and witness interviews with respect to the Company’s patient assistance programs and contributions to patient assistance organizations that provide financial assistance to Medicare patients taking products sold by the Company, and the Company’s pricing of its products. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. Investigation by the U.S. Attorney's Office for the Southern District of New York In October 2015, the Company received a subpoena from the U.S. Attorney's Office for the Southern District of New York. The materials requested, pursuant to the subpoena and follow-up requests, include documents and witness interviews with respect to the Company’s patient assistance programs; its former relationship with Philidor Rx Services, LLC ("Philidor") and other pharmacies; the Company’s accounting treatment for sales by specialty pharmacies; information provided to the Centers for Medicare and Medicaid Services; the Company’s pricing (including discounts and rebates), marketing and distribution of its products; the Company’s compliance program; and employee compensation. The Company is cooperating with this investigation. The Company cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of this investigation. SEC Investigation Beginning in November 2015, the Company received from the staff of the Los Angeles Regional Office of the SEC subpoenas for documents, as well as various document, testimony and interview requests, related to its investigation of the Company, including requests concerning the Company's former relationship with Philidor, its accounting practices and policies, its public disclosures and other matters. The Company is cooperating with the SEC in this matter. The Company cannot predict the outcome or the duration of the SEC investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on the Company arising out of the SEC investigation. AMF Investigation On April 12, 2016, the Company received a request letter from the Autorité des marchés financiers (the “AMF”) requesting documents concerning the work of the Company’s ad hoc committee of independent directors (established to review certain allegations regarding the Company’s former relationship with Philidor and related matters), the Company’s former relationship with Philidor, the Company's accounting practices and policies and other matters. The Company is cooperating with the AMF in this matter. In July 2018, the Company was advised by the AMF that it had issued a formal investigation order in respect of the Company on February 2, 2018. The Company cannot predict whether any enforcement action against the Company will result from such investigation. Investigation by the State of Texas On May 27, 2014, the State of Texas served Bausch & Lomb Incorporated (“B&L Inc.”) with a Civil Investigative Demand concerning various price reporting matters relating to the State's Medicaid program and the amounts the State paid in reimbursement for B&L products for the period from 1995 to the date of the Civil Investigative Demand. The Company and B&L Inc. have cooperated fully with the State's investigation and have produced all of the documents requested by the State. In April 2016, the State sent B&L Inc. a demand letter claiming damages in the amount of $20 million . The Company and B&L Inc. have evaluated the letter and disagree with the allegations and methodologies set forth in the letter. In June 2016, the Company and B&L Inc. responded to the State. In July 2018, the State responded to the Company's June 2016 letter and indicated that it disagreed with certain of the Company’s positions and would send a response to the Company's June 2016 letter, which the Company has not yet received. Securities and RICO Class Actions and Related Matters U.S. Securities Litigation In October 2015, four putative securities class actions were filed in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. The allegations related to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business and prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s relationship with Philidor. On May 31, 2016, the Court entered an order consolidating the four actions under the caption In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 3:15-cv-07658. On June 24, 2016, the lead plaintiff filed a consolidated complaint asserting claims under Sections 10(b) and 20(a) of the Exchange Act against the Company, and certain current or former officers and directors, as well as claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”) against the Company, certain current or former officers and directors, and certain other parties. The lead plaintiff seeks to bring these claims on behalf of a putative class of persons who purchased the Company’s equity securities and senior notes in the United States between January 4, 2013 and March 15, 2016, including all those who purchased the Company’s securities in the United States in the Company’s debt and stock offerings between July 2013 to March 2015. On September 13, 2016, the Company and the other defendants moved to dismiss the consolidated complaint. On April 28, 2017, the Court dismissed certain claims arising out of the Company's private placement offerings and otherwise denied the motions to dismiss. On September 20, 2018, lead plaintiff filed an amended complaint, adding claims against ValueAct Capital Management L.P. and affiliated entities. On October 31, 2018, ValueAct filed a motion to dismiss and the parties then agreed that the action was stayed pursuant to the Private Securities Litigation Reform Act. On June 6, 2018, a putative class action was filed in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. This action, captioned Timber Hill LLC, v. Valeant Pharmaceuticals International, Inc., et al., (Case No. 2:18-cv-10246) (“Timber Hill”), asserts securities fraud claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased call options or sold put options on the Company’s common stock during the period January 4, 2013 through August 11, 2016. On June 11, 2018, this action was consolidated with In re Valeant Pharmaceuticals International, Inc. Securities Litigation, (Case No. 3:15-cv-07658). On January 14, 2019, Defendants filed a motion to dismiss the Timber Hill complaint. Briefing on that motion was completed on February 13, 2019. In addition to the consolidated putative class action, thirty-one groups of individual investors in the Company’s stock and debt securities have chosen to opt out of the consolidated putative class action and filed securities actions pending in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. These actions are captioned: T. Rowe Price Growth Stock Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-5034); Equity Trustees Limited as Responsible Entity for T. Rowe Price Global Equity Fund v. Valeant Pharmaceuticals International Inc. (Case No. 16-cv-6127); Principal Funds, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-6128); BloombergSen Partners Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7212); Discovery Global Citizens Master Fund, Ltd. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7321); MSD Torchlight Partners, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7324); BlueMountain Foinaven Master Fund, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7328); Incline Global Master LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7494); VALIC Company I v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7496); Janus Aspen Series v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7497) (“Janus Aspen”); Okumus Opportunistic Value Fund, LTD v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6513) (“Okumus”); Lord Abbett Investment Trust- Lord Abbett Short Duration Income Fund, v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6365) (“Lord Abbett”); Pentwater Equity Opportunities Master Fund LTD v. Valeant Pharmaceuticals International, Inc., et al. (Case No. 17-cv-7552) ("Pentwater"); Public Employees’ Retirement System of Mississippi v. Valeant Pharmaceuticals International Inc. (Case No. 17-cv-7625) (“Mississippi”); The Boeing Company Employee Retirement Plans Master Trust v. Valeant Pharmaceuticals International Inc., et al., (Case No. 17-cv-7636) (“Boeing”); State Board of Administration of Florida v. Valeant Pharmaceuticals International Inc. (Case No. 17-cv-12808); The Regents of the University of California v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-13488); GMO Trust v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0089); Första AP Fonden v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-12088); New York City Employees’ Retirement System v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0032) (“NYCERS”); Hound Partners Offshore Fund, LP v. Valeant Pharmaceuticals International, Inc. (Case No. 3:18-cv-08705) (“Hound Partners”); Blackrock Global Allocation Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0343) (“Blackrock”); Colonial First State Investments Limited As Responsible Entity for Commonwealth Global Shares Fund 1 v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0383); Bharat Ahuja v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0846); Brahman Capital Corp. v. Valeant Pharmaceuticals International, Inc (Case No. 18-cv-0893); The Prudential Insurance Company of America v. Valeant Pharmaceuticals International, Inc. (Case No. 3:18-cv-01223) (“Prudential”); Senzar Healthcare Master Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-02286) ("Senzar"); 2012 Dynasty UC LLC v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-08595) ("2012 Dynasty"); Catalyst Dynamic Alpha Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-12673) (“Catalyst”); Northwestern Mutual Life Insurance Co., v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-15286) (“Northwestern Mutual”); and Bahaa Aly, et al. v. Valeant Pharmaceuticals International, Inc., (Case No. 18-cv-17393) (“Aly”). These individual shareholder actions assert claims under Sections 10(b), 18, and 20(a) of the Exchange Act, Sections 11, 12(a)(2), and 15 of the Securities Act, common law fraud, and negligent misrepresentation under state law, based on alleged purchases of Company stock, options, and/or debt at various times between January 3, 2013 and August 10, 2016. Plaintiffs in the Lord Abbett, Boeing, Mississippi, NYCERS, Hound Partners, Blackrock, Catalyst, 2012 Dynasty cases and Northwestern Mutual additionally assert claims under the New Jersey Racketeer Influenced and Corrupt Organizations Act. The allegations in the complaints are similar to those made by plaintiffs in the putative class action. Motions to dismiss have been filed in many of these individual actions. To date, the Court has dismissed state law claims including New Jersey Racketeer Influenced and Corrupt Organizations Act, common law fraud, and negligent misrepresentation claims in certain cases. The Company believes the individual complaints and the consolidated putative class action are without merit and intends to defend itself vigorously. Canadian Securities Litigation In 2015, six putative class actions were filed and served against the Company and certain current or former officers and directors in Canada in the provinces of British Columbia, Ontario and Quebec. These actions are captioned: (a) Alladina v. Valeant, et al. (Case No. S-1594B6) (Supreme Court of British Columbia) (filed November 17, 2015); (b) Kowalyshyn v. Valeant, et al. (CV-15-540593-00CP) (Ontario Superior Court) (filed November 16, 2015); (c) Kowalyshyn et al. v. Valeant, et al. (CV-15-541082-00CP) (Ontario Superior Court) (filed November 23, 2015); (d) O’Brien v. Valeant et al. (CV-15-543678-00CP) (Ontario Superior Court) (filed December 30, 2015); (e) Catucci v. Valeant, et al. (Court File No. 540-17-011743159) (Quebec Superior Court) (filed October 26, 2015); and (f) Rousseau-Godbout v. Valeant, et al. (Court File No. 500-06-000770-152) (Quebec Superior Court) (filed October 27, 2015). The actions generally allege violations of Canadian provincial securities legislation on behalf of putative classes of persons who purchased or otherwise acquired securities of the Company for periods commencing as early as January 1, 2013 and ending as late as November 16, 2015. The alleged violations relate to the same matters described in the US Securities Litigation description above. The Rosseau-Godbout action was stayed by the Quebec Superior Court by consent order. The Kowalyshyn action has been consolidated with the O’Brien action and that the consolidated action is stayed in favor of the Catucci action. In the Catucci action, on August 29, 2017, the judge granted the plaintiffs leave to proceed with their claims under the Quebec Securities Act and authorized the class proceeding. On October 26, 2017, the plaintiffs issued their Judicial Application Originating Class Proceedings. A timetable for certain pre-trial procedural matters in the action has been set and the notice of certification has been disseminated to class members. Among other things, the timetable established a deadline of June 19, 2018 for class members to exercise their right to opt-out of the class. The Company is aware of two additional putative class actions that have been filed with the applicable court but which have not yet been served on the Company. These actions are captioned: (i) Okeley v. Valeant, et al. (Case No. S-159991) (Supreme Court of British Columbia) (filed December 2, 2015); and (ii) Sukenaga v Valeant et al. (CV-15-540567-00CP) (Ontario Superior Court) (filed November 16, 2015), and the factual allegations made in these actions are substantially similar to those outlined above. The Company has been advised that the plaintiffs in these actions do not intend to pursue the actions. In addition to the class proceedings described above, on April 12, 2018, the Company was served with an application for leave filed in the Quebec Superior Court of Justice to pursue an action under the Quebec Securities Act against the Company and certain current or former officers and directors. This proceeding is captioned BlackRock Asset Management Canada Limited et al. v. Valeant, et al. (Court File No. 500-11-054155-185). The allegations in the proceeding are similar to those made by plaintiffs in the Catucci class action. That application has been scheduled to be heard on May 14, 2019. On June 18, 2018, the same BlackRock entities filed an originating application (Court File No. 500-17-103749-183) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations. The Company is aware that certain other members of the Catucci class exercised their opt-out rights prior to the June 19, 2018 deadline. On February 15, 2019, one of the entities who exercised their opt-out rights served the Company with an application in the Quebec Superior Court of Justice for leave to pursue an action under the Quebec Securities Act against the Company, certain current or former officers and directors of the Company and its auditor. That proceeding is captioned California State Teachers’ Retirement System v. Bausch Health Companies Inc. et al. (Court File No. 500-11-055722-181). The allegations in the proceeding are similar to those made by the plaintiffs in the Catucci class action and in the BlackRock opt out proceedings. On that same date, California State Teachers’ Retirement System also served the Company with proceedings (Court File No. 500-17-106044-186) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations. The Company believes that it has viable defenses in each of these actions. In each case, the Company intends to defend itself vigorously. Insurance Coverage Lawsuit On December 7, 2017, the Company filed a lawsuit against its insurance companies that issued insurance policies covering claims made against the Company, its subsidiaries, and its directors and officers during two distinct policy periods, (i) 2013-14 and (ii) 2015-16. The lawsuit is currently pending in the United States District Court for the District of New Jersey (Valeant Pharmaceuticals International, Inc., et al. v. AIG Insurance Company of Canada, et al.; 3:18-CV-00493). In the lawsuit, the Company seeks coverage for (1) the costs of defending and resolving claims brought by former shareholders and debtholders of Allergan, Inc. in In re Allergan, Inc. Proxy Violation Securities Litigation and Timber Hill LLC, individually and on behalf of all others similarly situated v. Pershing Square Capital Management, L.P., et al. (under the 2013-2014 coverage period), and (2) costs incurred and to be incurred in connection with the securities class actions and opt-out cases described in this section and certain of the investigations described above (under the 2015-2016 coverage period). RICO Class Actions Between May 27, 2016 and September 16, 2016, three virtually identical actions were filed in the U.S. District Court for the District of New Jersey against the Company and various third-parties, alleging claims under the federal Racketeer Influenced Corrupt Organizations Act (“RICO”) on behalf of a putative class of certain third-party payors that paid claims submitted by Philidor for certain Company branded drugs between January 2, 2013 and November 9, 2015. On November 30, 2016, the Court entered an order consolidating the three actions under the caption In re Valeant Pharmaceuticals International, Inc. Third-Party Payor Litigation , No. 3:16-cv-03087. A consolidated class action complaint was filed on December 14, 2016. The consolidated complaint alleges, among other things, that the Defendants committed predicate acts of mail and wire fraud by submitting or causing to be submitted prescription reimbursement requests that misstated or omitted facts regarding (1) the identity and licensing status of the dispensing pharmacy; (2) the resubmission of previously denied claims; (3) patient co-pay waivers; (4) the availability of generic alternatives; and (5) the insured’s consent to renew the prescription. The complaint further alleges that these acts constitute a pattern of racketeering or a racketeering conspiracy in violation of the RICO statute and caused plaintiffs and the putative class unspecified damages, which may be trebled under the RICO statute. The Company moved to dismiss the consolidated complaint on February 13, 2017. On March 14, 2017, other defendants filed a motion to stay the RICO class action pending the resolution of criminal proceedings against Andrew Davenport and Gary Tanner. On August 9, 2017, the Court granted the motion to stay and entered an order staying all proceedings in the case and accordingly terminating other pending motions. The Company believes these claims are without merit and intends to defend itself vigorously. Hound Partners Lawsuit On October 19, 2018, Hound Partners Offshore Fund, LP, Hound Partners Long Master, LP, and Hound Partners Concentrated Master, LP, filed a lawsuit against the Company in the Superior Court of New Jersey Law Division/Mercer County. This action is captioned Hound Partners Offshore Fund, LP et al., v. Valeant Pharmaceuticals International, Inc., et al. (No. MER-L-002185-18). This suit asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act. The factual allegations made in this complaint are similar to those made in the District of New Jersey Hound Partners action. The Company disputes the claims and intends to vigorously defend this matter. Antitrust Contact Lens Antitrust Class Actions Beginning in March 2015, a number of civil antitrust class action suits were filed by purchasers of contact lenses against B&L Inc., three other contact lens manufacturers, and a contact lens distributor, alleging that the defendants engaged in an anticompetitive scheme to eliminate price competition on certain contact lens lines through the use of unilateral pricing policies. The plaintiffs in such suits alleged violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, and of various state antitrust and consumer protection laws, and further alleged that the defendants have been unjustly enriched through their alleged conduct. The plaintiffs sought declaratory and injunctive relief and, where applicable, treble, punitive and/or other damages, including attorneys’ fees. By order dated June 8, 2015, the Judicial Panel for Multidistrict Litigation ("JPML") centralized the suits in the Middle District of Florida, under the caption In re Disposable Contact Lens Antitrust Litigation, Case No. 3:15-md-02626-HES-JRK, before U.S. District Judge Harvey E. Schlesinger. After the class plaintiffs filed a corrected consolidated class action complaint on December 16, 2015, the defendants jointly moved to dismiss those complaints. On June 16, 2016, the Court granted the defendants' motion to dismiss with respect to claims brought under the Maryland Consumer Protection Act, but denied the motion to dismiss with respect to claims brought under Sherman Act, Section 1 and other state laws. On December 4, 2018, the Court certified six classes, four of which relate to B&L Inc. On December 18, 2018, the defendants filed petitions seeking leave from the Eleventh Circuit Court of Appeals to file an immediate appeal of the class certification order (the “Petitions”). On August 20, 2018, B&L Inc. individually and jointly with defendants filed motions for summary judgment. The Court indicated that resolution of the motions for summary judgment may require the trial (currently set for May 2019) to be rescheduled for a later date. On January 29, 2019, the Court ordered the parties to file briefs addressing whether the litigation should be stayed pending a ruling on the Petitions. On February 12, 2019, defendants requested that the Court enter a stay until resolution of the Petitions, including the ensuing appeal should the Petitions be granted. Plaintiffs oppose a stay of the litigation, but both parties requested the Court reschedule the May 2019 trial date. The Company intends to vigorously defend this matter. Generic Pricing Antitrust Class Action On June 22, 2018, the Company's subsidiaries, Oceanside Pharmaceuticals, Inc. (“Oceanside”), 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”), were added as defendants in putative class action multidistrict antitrust litigation entitled In re: Generic Pharmaceuticals Pricing Antitrust Litigation , pending in the United States District Court for the Eastern District of Pennsylvania (MDL 2724, 16-MD-2724). The complaint was filed by direct purchaser plaintiffs on behalf of themselves and others similarly situated. The plaintiffs seek damages under federal antitrust laws. Separate complaints by other plaintiffs which had been consolidated in the same multidistrict litigation did not name the Company or any of its subsidiaries as a defendant. The direct purchaser plaintiffs assert that the Company’s subsidiaries purportedly entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals. Specific claims against the Company’s subsidiaries relate to generic pricing of the Company’s metronidazole vaginal product as part of an alleged overarching conspiracy among generic drug manufacturers. Prior to the Company’s subsidiaries being added to the case, some of the defendants moved to dismiss certain of the consolidated amended complaints. On October 16, 2018, the Court granted in part and denied in part these defendants’ motions to dismiss. On December 21, 2018, the direct purchaser plaintiffs filed an amended complaint alleging similar claims against the Company’s subsidiaries as the earlier-filed putative class action complaint. On December 20, 2018, three direct purchaser plaintiffs that had opted out of the putative class filed an amended complaint in the MDL that added Oceanside, Bausch Health US and Bausch Health Americas, alleging similar claims as the direct purchaser plaintiffs’ putative class action complaint. The current deadline for filing motions to dismiss is February 21, 2019. Discovery against the Company’s subsidiaries has commenced. The Company intends to vigorously defend this matter. Intellectual Property Patent Litigation/Paragraph IV Matters From time to time, the Company (and/or certain of its affiliates) is also party to certain patent infringement proceedings in the United States and Canada, including as arising from claims filed by the Company (or that the Company anticipates filing within the required time periods) in connection with Notices of Paragraph IV Certification (in the United States) and Notices of Allegation (in Canada) received from third-party generic manufacturers respecting their pending applications for generic versions of certain products sold by or on behalf of the Company, including Relistor ® , Apriso ® , Uceris ® and Jublia ® in the United States and Glumetza ® in Canada, or other similar suits. These matters are proceeding in the ordinary course. In addition, patents covering the Company's branded pharmaceutical products may be challenged in proceedings other than court proceedings, including inter partes review ("IPR") at the US Patent & Trademark Office. The proceedings operate under different standards from district court proceedings, and are often completed within 18 months of institution. IPR challenges have been brought against patents covering the Company's branded pharmaceutical products. For example, following Acrux DDS’s IPR petition, the US Patent and Trial Appeal Board, in May 2017, instituted inter partes review for an Orange Book-listed patent covering Jublia ® and, on June 6, 2018, issued a written determination invalidating such patent. An appeal of this decision was filed on August 7, 2018. Jublia ® continues to be covered by seven other Orange Book-listed patents owned by the Company, which expire in the years 2028 through 2034. Product Liability Shower to Shower Products Liability Litigation The Company has been named in one hundred sixty-five lawsuits involving the Shower to Shower body powder product acquired in September 2012 from Johnson & Johnson. These lawsuits include one case originally filed in the In re Johnson & Johnson Talcum Powder Litigation , Multidistrict Litigation 2738, pending in the United States District Court for the District of New Jersey. The Company and Bausch Health US were first named in a lawsuit filed directly into the MDL alleging that the use of the Shower to Shower product caused the plaintiff to develop ovarian cancer. The plaintiff agreed to a dismissal of all claims against the Company and Bausch Health US without prejudice. The Company has been named in one additional lawsuit, originally filed in the District of Puerto Rico and subsequently transferred into the MDL, but has not been served in that case. The Company was also named in two additional lawsuits filed directly into the MDL that have also not yet been served. These lawsuits also include a number of matters filed in the Superior Court of Delaware and five cases filed in the Superior Court of New Jersey alleging that the use of Shower to Shower caused the plaintiffs to develop ovarian cancer. The Company has been voluntarily dismissed from nearly all of these cases, with claims against Bausch Health US only remaining in most of these cases. Four of the five cases in the Superior Court of New Jersey were voluntarily dismissed as to Bausch Health US as well. The allegations in these cases specifically directed to Bausch Health US include failure to warn, design defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent misrepresentation, wrongful death, and punitive damages. One hundred forty-nine of the Delaware actions were voluntarily dismissed without prejudice in January 2019, but, pursuant to a stipulation among the parties, will be refiled in either the MDL or in coordinated proceedings in Atlantic County, New Jersey Superior Court, depending on the state of residence of each plaintiff. As of the date of this Form 10-K, these re-filings have not yet occurred. In addition, these lawsuits also include a number of cases filed in certain state courts in the United States (including the Superior Courts of California, Delaware and New Jersey); the District Court of Louisiana; the Supreme Court of New York (Niagara County); the District Court of Oklahoma City, Oklahoma; the South Carolina Court of Common Pleas (Richland County); and the District Court of Nueces County, Texas (transferred to the asbestos MDL docket in the District Court of Harris County, Texas for pre-trial purposes) alleging use of Shower to Shower and other products resulted in the plaintiffs developing mesothelioma. The Company has been successful in obtaining voluntarily dismissals in most of these cases or the plaintiffs have not opposed summary judgment. The allegations in these cases generally include design defect, manufacturing defect, failure to warn, negligence, and punitive damages, and in some cases breach of express and implied warranties, misrepresentation, and loss of consortium. The damages sought by the various Plaintiffs include compensatory damag |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases certain facilities, vehicles and equipment principally under operating leases. Rental expense related to operating lease agreements was $92 million , $102 million and $103 million and for 2018 , 2017 and 2016 , respectively. Minimum future rental payments under noncancelable operating leases for each of the five succeeding years ending December 31 and thereafter are as follows: (in millions) Operating Lease Obligations 2019 $ 78 2020 60 2021 44 2022 39 2023 32 Thereafter 166 Total $ 419 Minimum future rental payments under noncancelable capital leases are not material. Other Commitments The Company has commitments related to capital expenditures of approximately $64 million as of December 31, 2018 . Under certain agreements, the Company may be required to make payments contingent upon the achievement of specific developmental, regulatory, or commercial milestones. In connection with certain business combinations and divestitures, the Company may make contingent consideration payments, as further described in Note 4, "DIVESTITURES" and Note 6, "FAIR VALUE MEASUREMENTS" . In addition to these contingent consideration payments, as of December 31, 2018 , the Company estimates that it may pay other potential milestone payments and license fees, including sales-based milestones, of up to approximately $1,150 million over time, in the aggregate, to third parties, primarily consisting of the following: • Under the terms of the co-promotion agreement with US WorldMeds, LLC, the Company may be required to make potential sales-based milestone payments over time up to $335 million , in the aggregate. • The Company has made specific regulatory milestone payments related to and shares the profits for brodalumab with AstraZeneca under the terms of the October 2015 license agreement. The Company may be required to pay up to an additional $20 million in regulatory milestone payments and up to $175 million in sales-related milestone payments in accordance with the October 2015 license agreement. • Under the terms of a March 2010 development and licensing agreement between B&L and Nicox Inc., the Company has exclusive worldwide rights to develop and commercialize, for certain indications, products containing latanoprostene bunod, a nitric oxide donating compound for the treatment of glaucoma and ocular hypertension. The Company may be required to make potential regulatory, commercialization and sales-based milestone payments over time up to $145 million , in the aggregate, as well as royalties on future sales. • Under the term of the 2012 acquisition of Medicis Pharmaceutical Corporation, the Company may be required to make potential regulatory, commercialization and sales-based milestone payments over time up to approximately $111 million , in the aggregate. • In connection with certain agreements assumed in the Salix Acquisition which was consummated in April 2015, the Company estimates that it may pay to third parties potential milestones of up to approximately $88 million over time, in the aggregate. Due to the nature of these arrangements, the future potential payments related to the attainment of the specified milestones over a period of several years are inherently uncertain. Indemnification Provisions In the normal course of business, the Company enters into agreements that include indemnification provisions for product liability and other matters. These provisions are generally subject to maximum amounts, specified claim periods and other conditions and limits. As of December 31, 2018 and 2017 , no material amounts were accrued for the Company’s obligations under these indemnification provisions. In addition, the Company is obligated to indemnify its officers and directors in respect of any legal claims or actions initiated against them in their capacity as officers and directors of the Company in accordance with applicable law. Pursuant to such indemnities, the Company is indemnifying certain former officers and directors in respect of certain litigation and regulatory matters. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
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: (i) Bausch + Lomb/International segment, (ii) Salix segment, (iii) Ortho Dermatologics segment and (iv) Diversified Products segment. The following is a brief description of the Company’s segments: • The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products, branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products. • The Salix segment consists of sales in the U.S. of gastrointestinal ("GI") products. • The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products and (ii) global sales of Solta medical aesthetic devices. • The Diversified Products segment consists of sales: (i) in the U.S. of pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) in the U.S. of generic products, (iii) in the U.S. of dentistry products and (iv) of certain other businesses divested during 2017 that were not core to the Company's operations, including the Company's equity interests in Dendreon (June 28, 2017) and Sprout (December 20, 2017). As a result of the divestitures of Dendreon and Sprout, the Company exited the oncology and women's health businesses, respectively. Segment profit is based on operating income after the elimination of intercompany transactions (including transactions with any consolidated variable interest entities). Certain costs, such as amortization and impairments of intangible assets, goodwill impairments, certain R&D expenses not specific to the Company's active portfolio, acquired in-process research and development costs, restructuring, integration and acquisition-related costs and other (income) expense are not included in the measure of segment profit, as management excludes these items in assessing financial performance. In addition, a portion of share-based compensation, representing the difference between actual and budgeted expense, is not allocated to segments. The Company evaluates segment performance at the segment revenue and segment profit levels. Additionally, the Company does not evaluate total assets at the segment level. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In assessing segment performance and managing operations, management does not review segment assets. In addition, 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 years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Revenues: Bausch + Lomb/International $ 4,664 $ 4,795 $ 4,857 Salix 1,749 1,566 1,530 Ortho Dermatologics 625 725 949 Diversified Products 1,342 1,638 2,338 Total revenues $ 8,380 $ 8,724 $ 9,674 Segment profit: Bausch + Lomb/International $ 1,330 $ 1,412 $ 1,456 Salix 1,149 935 946 Ortho Dermatologics 265 336 408 Diversified Products 1,004 1,112 1,712 Total segment profit 3,748 3,795 4,522 Corporate (605 ) (562 ) (690 ) Amortization of intangible assets (2,644 ) (2,690 ) (2,673 ) Goodwill impairments (2,322 ) (312 ) (1,077 ) Asset impairments (568 ) (714 ) (422 ) Restructuring and integration costs (22 ) (52 ) (132 ) Acquired in-process research and development costs (1 ) (5 ) (34 ) Acquisition-related contingent consideration 9 289 13 Other income (expense) 21 353 (73 ) Operating (loss) income (2,384 ) 102 (566 ) Interest income 11 12 8 Interest expense (1,685 ) (1,840 ) (1,836 ) Loss on extinguishment of debt (119 ) (122 ) — Foreign exchange and other 23 107 (41 ) Loss before benefit from income taxes $ (4,154 ) $ (1,741 ) $ (2,435 ) Capital Expenditures Capital expenditures by segment for the years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Capital expenditures: Bausch + Lomb/International $ 139 $ 159 $ 221 Salix 2 3 2 Ortho Dermatologics 1 2 1 Diversified Products 2 4 5 144 168 229 Corporate 13 3 6 Total capital expenditures $ 157 $ 171 $ 235 Revenues by Product and by Product Category The top ten products for the years ended December 31, 2018, 2017 and 2016 represented 36% , 32% and 31% of total revenues for the years ended December 31, 2018, 2017 and 2016 , respectively. Revenues by segment and product category were as follows: (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total 2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016 Pharmaceuticals $ 892 $ 956 $ 966 $ 1,752 $ 1,564 $ 1,529 $ 465 $ 571 $ 806 $ 923 $ 1,286 $ 1,865 $ 4,032 $ 4,377 $ 5,166 Devices 1,505 1,421 1,407 — — — 135 111 97 — — — 1,640 1,532 1,504 OTC 1,412 1,529 1,581 — — — — — — — — — 1,412 1,529 1,581 Branded and Other Generics 784 819 830 — — — — — — 403 338 455 1,187 1,157 1,285 Other revenues 71 70 73 (3 ) 2 1 25 43 46 16 14 18 109 129 138 $ 4,664 $ 4,795 $ 4,857 $ 1,749 $ 1,566 $ 1,530 $ 625 $ 725 $ 949 $ 1,342 $ 1,638 $ 2,338 $ 8,380 $ 8,724 $ 9,674 Geographic Information Revenues are attributed to a geographic region based on the location of the customer for the years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 U.S. and Puerto Rico $ 5,011 $ 5,225 $ 6,247 China 361 331 300 Canada 319 326 320 Japan 226 223 232 Poland 218 201 140 Mexico 211 201 189 France 205 188 186 Egypt 178 152 196 Germany 170 157 157 Russia 154 200 165 United Kingdom 117 108 104 Italy 85 78 72 Spain 83 77 70 Other 1,042 1,257 1,296 $ 8,380 $ 8,724 $ 9,674 Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, are attributed to geographic regions based on their physical location as of December 31, 2018 and 2017 were as follows: (in millions) 2018 2017 U.S. and Puerto Rico $ 593 $ 599 Ireland 217 235 Canada 99 98 Poland 94 100 Germany 66 70 Egypt 50 47 Mexico 48 50 France 31 34 Serbia 28 30 China 25 28 Italy 23 23 South Korea 14 15 Other 65 74 $ 1,353 $ 1,403 Major Customers Customers that accounted for 10% or more of total revenues were as follows: 2018 2017 2016 AmerisourceBergen Corporation 18% 15% 13% McKesson Corporation 18% 19% 21% Cardinal Health, Inc. 13% 13% 15% |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
SUPPLEMENTARY DATA (UNAUDITED) | SUPPLEMENTARY DATA (UNAUDITED) Selected unaudited quarterly consolidated financial data are shown below: 2018 (in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 1,995 $ 2,128 $ 2,136 $ 2,121 Expenses 4,276 2,373 2,019 2,096 Operating (loss) income $ (2,281 ) $ (245 ) $ 117 $ 25 Net loss attributable to Bausch Health Companies Inc. $ (2,581 ) $ (873 ) $ (350 ) $ (344 ) Loss per share attributable to Bausch Health Companies Inc.: Basic $ (7.36 ) $ (2.49 ) $ (1.00 ) $ (0.98 ) Diluted $ (7.36 ) $ (2.49 ) $ (1.00 ) $ (0.98 ) Net cash provided by operating activities $ 438 $ 222 $ 522 $ 319 During the second quarter of 2018, the Company identified a $112 million understatement to the Benefit from income taxes as originally reported for the three months ended March 31, 2018, due to an error in the forecasted effective tax rate. The understatement resulted in overstatements of the Company's Net loss attributable to Bausch Health Companies Inc. of $112 million and Basic and Diluted loss per share of $0.32 for the three months ended March 31, 2018. Based on its evaluation, the Company concluded that the misstatement was not material to its financial position and statements of operations, comprehensive loss and cash flows as of and for the three months ended March 31, 2018 or the related disclosures. The first quarter 2018 financial information presented above was revised to correct this misstatement. 2017 (in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 2,109 $ 2,233 $ 2,219 $ 2,163 Expenses 1,898 2,058 2,181 2,485 Operating income (loss) $ 211 $ 175 $ 38 $ (322 ) Net income (loss) attributable to Bausch Health Companies Inc. $ 628 $ (38 ) $ 1,301 $ 513 Earnings (loss) per share attributable to Bausch Health Companies Inc.: Basic $ 1.80 $ (0.11 ) $ 3.71 $ 1.46 Diluted $ 1.79 $ (0.11 ) $ 3.69 $ 1.45 Net cash provided by operating activities $ 954 $ 268 $ 490 $ 578 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Year Year ended December 31, 2018 Allowance for doubtful accounts $ 97 $ 4 $ (4 ) $ (50 ) $ 47 Deferred tax asset valuation allowance $ 2,001 $ 870 $ 42 $ — $ 2,913 Year ended December 31, 2017 Allowance for doubtful accounts $ 80 $ 33 $ 4 $ (20 ) $ 97 Deferred tax asset valuation allowance $ 1,857 $ 221 $ (77 ) $ — $ 2,001 Year ended December 31, 2016 Allowance for doubtful accounts $ 67 $ 57 $ (22 ) $ (22 ) $ 80 Deferred tax asset valuation allowance $ 1,367 $ 627 $ (137 ) $ — $ 1,857 With respect to the deferred tax valuation allowance, the amounts in 2016 , 2017 and 2018 charged to other accounts primarily relates to foreign currency fluctuations on debt. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The Consolidated Financial Statements 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”), applied on a consistent basis. In preparing the Company’s Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include: provisions for product returns, rebates, chargebacks, discounts and allowances and distribution fees paid to certain wholesalers; useful lives of amortizable intangible assets and property, plant and equipment; expected future cash flows used in evaluating intangible assets for impairment, assessing compliance with debt covenants and making going concern assessments; reporting unit fair values for testing goodwill for impairment and allocating goodwill to new reporting unit structure on a relative fair value basis; provisions for loss contingencies; provisions for income taxes, uncertain tax positions and realizability of deferred tax assets; and the recognition of the fair value of assets and liabilities acquired in a business combination, including the fair value of contingent consideration. Under certain product manufacturing and supply agreements, management uses information from the Company’s commercialization counterparties to arrive at estimates for future returns, rebates and chargebacks. 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 Consolidated Financial Statements could be materially impacted. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. |
Acquisitions and Acquisition-Related Contingent Consideration | Acquisition-Related Contingent Consideration Acquisition-related contingent consideration, which primarily consists of potential milestone payments and royalty obligations, is recorded in the 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 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. Acquisitions Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Consolidated Financial Statements after the date of acquisition. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The estimated fair values of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities approximate their carrying values due to their short maturity periods. The fair value of acquisition-related contingent consideration is based on estimated discounted future cash flows or Monte Carlo Simulation analyses and assessment of the probability of occurrence of potential future events. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and trade receivables. The Company invests its excess cash in high-quality, money market instruments and term deposits with varying maturities, but typically less than three months. The Company’s cash and cash equivalents are invested in various investment grade institutional money market accounts and bank term deposits. Cash deposited at banks may exceed the amount of insurance provided on such deposits. Generally, these cash deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate such risks by spreading its risk across multiple counterparties and monitoring the risk profiles of these counterparties. The Company’s trade receivables primarily represent amounts due from wholesale distributors, retail pharmacies, government entities and group purchasing organizations. Outside of the U.S., concentrations of credit risk with respect to trade receivables, which are typically unsecured, are limited due to the number of customers using the Company’s products, as well as their dispersion across many different geographic regions. The Company performs periodic credit evaluations of customers and does not require collateral. The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues. The credit and economic conditions within Portugal, Greece, among other members of the European Union, Brazil, Egypt, Argentina, Turkey and Ukraine have been weak in recent years. In November 2016, as a result of the Egyptian government’s decision to float the Egyptian pound and un-peg it to the U.S. Dollar, the Egyptian pound was significantly devalued. The Company's exposure to the Egyptian pound is with respect to the Amoun Pharmaceutical Company S.A.E. business acquired in October 2015, which represented approximately 2% of the Company's revenue in each of the years 2018, 2017 and 2016 total revenues. These conditions have increased, and may continue to increase, the average length of time that it takes to collect on the Company’s trade receivables outstanding in these countries. An allowance for doubtful accounts is maintained for potential credit losses based on the aging of trade receivables, historical bad debts experience and changes in customer payment patterns. Trade receivable balances are written off against the allowance when it is deemed probable that the receivable will not be collected. |
Inventories | Inventories Inventories comprise raw materials, work in process and finished goods, which are valued at the lower of cost or net realizable value, on a first-in, first-out basis. The cost value for work in process and finished goods inventories includes materials, direct labor and an allocation of overheads. The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are reported at cost, less accumulated depreciation. Costs incurred on assets under construction are capitalized as construction in progress. Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: Land improvements 15 - 30 years Buildings and improvements Up to 40 years Machinery and equipment 3 - 20 years Other equipment 3 - 10 years Equipment on operating lease Up to 5 years Leasehold improvements and capital leases Lesser of term of lease or 10 years |
Intangible Assets | Intangible Assets Intangible assets are reported at cost, less accumulated amortization and impairments. Intangible assets with finite lives are amortized over their estimated useful lives. Amortization is calculated primarily using the straight-line method based on the following estimated useful lives: Product brands 2 - 20 years Corporate brands 7 - 20 years Product rights 3 - 15 years Partner relationships 7 - 9 years Out-licensed technology and other 8 - 10 years |
Divestitures of Products | Divestitures of Products The net of the proceeds on the divestiture of products and the carrying amount of the related assets is recorded as a gain/loss on sale within Other (income) expense, net . Any contingent payments that are potentially due to the Company as a result of these divestitures are recorded when realizable. |
IPR&D | IPR&D The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset will be assigned a useful life and amortized. IPR&D assets are tested for impairment at least annually or when triggering events are identified. The fair value of an IPR&D intangible asset is typically determined using an income approach. This approach starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the expected cash flow streams. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets 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. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted future cash flows. Indefinite-lived intangible assets, which includes acquired IPR&D and the corporate trademark acquired in the acquisition of Bausch & Lomb Holdings Incorporated (the ‘‘B&L Trademark’’), are tested for impairment annually or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of the asset to its carrying value. |
Goodwill | Goodwill Goodwill is recorded with the acquisition of a business and is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. 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. An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that indicate an impairment might be present. For example, a substantial decline in the Company’s market capitalization, changes in reportable segments, unexpected adverse business conditions, economic factors and unanticipated competitive activities may signal that an interim impairment test is needed. Accordingly, among other factors, the Company monitors changes in its share price between annual impairment tests. The Company considers a decline in its share price that corresponds to an overall deterioration in stock market conditions to be less of an indicator of goodwill impairment than a unilateral decline in its share price reflecting adverse changes in its underlying operating performance, cash flows, financial condition and/or liquidity. In the event that the Company’s market capitalization does decline below its book value, the Company would consider the length and severity of the decline and the reason for the decline when assessing whether potential goodwill impairment exists. The Company believes that short-term fluctuations in share prices may not necessarily reflect underlying values. Prior to January 1, 2018, the goodwill impairment test consisted of two steps. In step one, the Company compared the carrying value of each reporting unit to its fair value. In step two, if the carrying value of a reporting unit exceeded its fair value, the Company would measure goodwill impairment as the excess of the carryi ng value of the reporting unit’s goodwill over the fair value of its goodwill, if any. The fair value of goodwill was derived as the excess of the fair value of the reporting unit over the fair value of the reporting unit’s identifiable assets and liabilities. Effective January 1, 2018, the Company elected to early adopt guidance issued by the Financial Accounting Standards Board ("FASB") which simplified the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead, as of January 1, 2018 and all subsequent periods, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value. |
Debt Discounts, Issuance Costs and Deferred Financing Costs | Debt Discounts, Issuance Costs and Deferred Financing Costs Debt discounts and issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related debt and are amortized, using the effective interest method, as interest expense over the contractual lives of the related credit facilities or notes. Deferred financing costs associated with revolving credit facility arrangements are included in the balances of Prepaid expenses and other current assets and Other non-current assets in the Consolidated Balance Sheets and are amortized as interest expense over the contractual life of the related revolving credit facility. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of the Company’s foreign operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at the average exchange rate for the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive loss in shareholders’ equity. Foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional currency are recognized in Net (loss) income. |
Revenue Recognition | Revenue Recognition As discussed under the caption "Adoption of New Accounting Standards" to this Note 2 , effective January 1, 2018, the Company adopted guidance issued by the FASB regarding recognizing revenue from contracts with customers. Based upon review of current customer contracts, the Company concluded the implementation of the new guidance did not have a material quantitative impact on its Consolidated Financial Statements as the timing of revenue recognition for product sales did not significantly change. The Company adopted this guidance using the modified retrospective approach, and therefore, revenue reported for the years 2017 and 2016 have not been restated. Although the new guidance did result in additional disclosures as to the nature, amounts and concentrations of revenue, it did not have a material impact on the Company's significant accounting policies. The revenue recognition policies as enumerated below reflect the Company's accounting policies effective January 1, 2018, which did not have a materially different financial statement result than what the results would have been under the previous accounting policies for revenue recognition. The Company’s revenues are primarily generated from product sales that consist of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) OTC products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue primarily in the areas of dermatology and topical medication. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 22, "SEGMENT INFORMATION" for the disaggregation of revenue which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by the economic factors of each category of customer contracts. 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 generally recognizes revenue for product sales at a point in time, when the customer obtains control of the products. Product Sales Provisions As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at reported net product sales. The transaction price for product sales 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 table presents the activity and ending balances of the Company’s variable consideration provisions for the year ended December 31, 2018 . (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2018 $ 167 $ 863 $ 1,094 $ 274 $ 148 $ 2,546 Current period provision 865 293 2,551 1,966 212 5,887 Payments and credits (857 ) (343 ) (2,621 ) (2,031 ) (197 ) (6,049 ) Reserve balance, December 31, 2018 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $26 million as of December 31, 2018 , which are reflected as a reduction of Trade accounts receivable, net in the Consolidated Balance Sheets. The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company's products. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or an adjustment related to past sales, or both. If the actual amounts paid vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variance becomes known. The Company applies this method consistently for contracts with similar characteristics. The following describes the major sources of variable consideration in the Company’s customer arrangements and the methodology, estimates and judgments applied to estimate each type of variable consideration. Cash Discounts and Allowances Cash discounts are offered for prompt payment and allowances for volume purchases. Provisions for cash discounts are estimated at the time of sale and recorded as direct reductions to trade receivables and revenue. Management estimates the provisions for cash discounts and allowances based on contractual sales terms with customers, an analysis of unpaid invoices and historical payment experience. Estimated cash discounts and allowances have historically been predictable and less subjective, due to the limited number of assumptions involved, the consistency of historical experience and the fact that these amounts are generally settled within one month of incurring the liability. Returns Consistent with industry practice, customers are generally allowed to return products within a specified period of time before and after its expiration date, excluding European businesses which generally do not provide a right of return. The returns provision is estimated utilizing historical sales and return rates over the period during which customers have a right of return, taking into account available information on competitive products and contract changes. The information utilized to estimate the returns provision includes: (i) historical return and exchange levels, (ii) external data with respect to inventory levels in the wholesale distribution channel, (iii) external data with respect to prescription demand for products, (iv) remaining shelf lives of products at the date of sale and (v) estimated returns liability to be processed by year of sale based on an analysis of lot information related to actual historical returns. In determining the estimate for returns, management is required to make certain assumptions regarding the timing of the introduction of new products and the potential of these products to capture market share. In addition, certain assumptions with respect to the extent and pattern of decline associated with generic competition are necessary. These assumptions are formulated using market data for similar products, past experience and other available information. These assumptions are continually reassessed, and changes to the estimates and assumptions are made as new information becomes available. A change of 1% in the estimated return rates would have impacted the Company’s pre-tax earnings by approximately $86 million for the year ended December 31, 2018 . The estimate for returns may be impacted by a number of factors, but the principal factor relates to the inventory levels in the distribution channel. When management becomes aware of an increase in such inventory levels, it considers whether the increase may be temporary or other-than-temporary. Temporary increases in wholesaler inventory levels will not differ from original estimates of provision for returns. Other-than-temporary increases in wholesaler inventory levels, however, may be an indication that future product returns could be higher than originally anticipated, and, as a result, estimates for returns may need to be adjusted. Factors that suggest increases in wholesaler inventory levels are temporary include: (i) recently implemented or announced price increases for certain products, (ii) new product launches or expanded indications for existing products and (iii) timing of purchases by wholesale customers. Conversely, factors that suggest increases in wholesaler inventory levels are other-than-temporary include: (i) declining sales trends based on prescription demand, (ii) introduction of new products or generic competition, (iii) increasing price competition from generic competitors and (iv) changes to the U.S. National Drug Codes (“NDC”) of products. Changes in the NDC of products could result in a period of higher returns related to products with the old NDC, as U.S. customers generally permit only one NDC per product for identification and tracking within their inventory systems. Rebates and Chargebacks Product sales made under governmental and managed-care pricing programs in the U.S. are subject to rebates. The Company participates in state government-managed Medicaid programs, as well as certain other qualifying federal and state government programs whereby rebates are provided to participating government entities. Medicaid rebates are generally billed 45 days after the quarter, but can be billed up to 270 days after the quarter in which the product is dispensed to the Medicaid participant. As a result, the Medicaid rebate reserve includes an estimate of outstanding claims for end-customer sales that occurred, but for which the related claim has not been billed and/or paid, and an estimate for future claims that will be made when inventory in the distribution channel is sold through to plan participants. The calculation of the Medicaid rebate reserve also requires other estimates, such as estimates of sales mix, to determine which sales are subject to rebates and the amount of such rebates. A change of 1% in the volume of product sold through to Medicaid plan participants would have impacted the Company’s pre-tax earnings by approximately $87 million for the year ended December 31, 2018 . Quarterly, the Medicaid rebate reserve is adjusted based on actual claims paid. Due to the delay in billing, adjustments to actual claims paid may incorporate revisions of that reserve for several periods. Managed Care rebates relate to contractual agreements to sell products to managed care organizations and pharmacy benefit managers at contractual rebate percentages in exchange for volume and/or market share. Chargebacks relate to contractual agreements to sell products to government agencies, group purchasing organizations and other indirect customers at contractual prices that are lower than the list prices the Company charges wholesalers. When these group purchasing organizations or other indirect customers purchase products through wholesalers at these reduced prices, the wholesaler charges the Company for the difference between the prices they paid the Company and the prices at which they sold the products to the indirect customers. In estimating provisions for rebates and chargebacks, management considers relevant statutes with respect to governmental pricing programs and contractual sales terms with managed-care providers and group purchasing organizations. Management estimates the amount of product sales subject to these programs based on historical utilization levels. Changes in the level of utilization of products through private or public benefit plans and group purchasing organizations will affect the amount of rebates and chargebacks that the Company is obligated to pay. Management continually updates these factors based on new contractual or statutory requirements, and any significant changes in sales trends that may impact the percentage of products subject to rebates or chargebacks. The amount of Managed Care, Medicaid and other rebates and chargebacks has become more significant as a result of a combination of deeper discounts due to the price increases implemented in each of the last three years, changes in the Company’s product portfolio due to recent acquisitions and increased Medicaid utilization due to expansion of government funding for these programs. Management’s estimate for rebates and chargebacks may be impacted by a number of factors, but the principal factor relates to the level of inventory in the distribution channel. Rebate provisions are based on factors such as timing and terms of plans under contract, time to process rebates, product pricing, sales volumes, amount of inventory in the distribution channel and prescription trends. Adjustments to actual for the years ended December 31, 2018 and 2017 were not material to the Company’s revenues or earnings. Patient Co-Pay Assistance programs, Consumer Rebates and Loyalty Programs are rebates offered on many of the Company’s products. Patient Co-Pay Assistance Programs are patient discount programs offered in the form of coupon cards or point of sale discounts, with which patients receive certain discounts off their prescription at participating pharmacies, as defined by the specific product program. An accrual for these programs is established, equal to management’s estimate of the discount, rebate and loyalty incentives attributable to a sale. That estimate is based on historical experience and other relevant factors. The accrual is adjusted throughout each quarter based on actual experience and changes in other factors, if any. Distribution Fees The Company sells product primarily to wholesalers, and in some instances to large pharmacy chains such as CVS and Wal-Mart. The Company has Distribution Services Agreements ("DSAs") with several large wholesale customers such as McKesson Corporation, AmerisourceBergen Corporation, Cardinal Health, Inc. and McKesson Specialty. Under the DSAs, the wholesalers agree to provide services, and the Company pays the contracted DSA distribution service fees for these services based on product volumes. Additionally, price appreciation credits are generated when the Company increases a product’s wholesaler acquisition cost (“WAC”) under contracts with certain wholesalers. Under such contracts, the Company is entitled to credits from such wholesalers for the impact of that WAC increase on inventory currently on hand at the wholesalers. Such credits are offset against the total distribution service fees paid to each such wholesaler. The variable consideration associated with price appreciation credits is reflected in the transaction price of products sold when it is determined to be probable that a significant reversal will not occur. Net revenue from price appreciation credits for the year ended December 31, 2018 was $31 million and is a reduction of distribution fees in the variable consideration provisions table above. 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. Sales Commissions The Company expenses sales commissions when incurred because the amortization period would have been less than one year. Sales commissions are included in selling, general and administrative expenses. Financing Component The Company has elected not to adjust consideration for the effects of a significant financing component when the period between the transfer of a promised good or service to the customer and when the customer pays for that good or service will be one year or less. |
Research and Development Expenses | Research and Development Expenses Costs related to internal research and development programs, including costs associated with the development of acquired IPR&D, are expensed as goods are delivered or services are performed. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Milestone payments made to third parties before a product receives regulatory approval, but after the milestone is determined to be probable, are expensed and included in Research and development expenses . Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product. Amounts due from third parties as reimbursement of development activities conducted under certain research and development arrangements are recognized as a reduction of Research and development expenses. |
Legal Costs | Legal Costs Legal fees and other costs related to litigation and other legal proceedings or services are expensed as incurred and are included in Selling, general and administrative expenses. Certain legal costs associated with acquisitions are included in Acquisition-related costs, and certain legal costs associated with divestitures, legal settlements and other business development activities are included in Other (income) expense, net or Gain on investments, net, as appropriate. Legal costs expensed are reported net of expected insurance recoveries. A claim for insurance recovery is recognized when realization becomes probable |
Advertising Costs | Advertising Costs Advertising costs comprise product samples, print media, promotional materials and television advertising. Advertising costs related to new product launches are expensed on the first use of the advertisement. |
Share-Based Compensation | Share-Based Compensation The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted share units (“RSUs”), at estimated fair value. The Company amortizes the fair value of stock option or RSU grants on a straight-line basis over the requisite service period of the individual stock option or RSU grant, which generally equals the vesting period. Stock option and RSU forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Share-based compensation is recorded in Research and development expenses, Selling, general and administrative expenses and Other (income) expense, net , as appropriate. |
Interest Expense | Interest Expense Interest expense includes standby fees and the amortization of debt discounts and deferred financing costs. Interest costs are expensed as incurred, except to the extent such interest is related to construction in progress, in which case interest is capitalized. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the temporary differences between the financial statement and income tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized. Deferred tax assets and liabilities are measured using enacted tax rates and laws. Deferred tax assets for outside basis differences in investments in subsidiaries are only recognized if the difference will be realized in the foreseeable future. The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The tax benefits recognized from such position are measured based on the amount for which there is a greater than 50% likelihood of being realized upon settlement. Liabilities associated with uncertain tax positions are classified as long-term unless expected to be paid within one year. Interest and penalties related to uncertain tax positions, if any, are recorded in the provision for income taxes and classified with the related liability on the consolidated balance sheets. |
Earnings Per Share | Earnings Per Share Basic (Loss) earnings per share attributable to Bausch Health Companies Inc. is calculated by dividing Net (loss) income attributable to Bausch Health Companies Inc. by the weighted-average number of common shares outstanding during the reporting period. Diluted (Loss) earnings per share attributable to Bausch Health Companies Inc. is calculated by dividing Net (loss) income attributable to Bausch Health Companies Inc. by the weighted-average number of common shares outstanding during the reporting period after giving effect to dilutive potential common shares for stock options and RSUs, determined using the treasury stock method. |
Comprehensive Income | Comprehensive Income Comprehensive (loss) income comprises Net (loss) income and Other comprehensive (loss) income . Other comprehensive (loss) income includes items such as foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale and other investments and certain pension and other postretirement benefit plan adjustments. Accumulated other comprehensive loss is recorded as a component of shareholders’ equity. |
Contingencies | Contingencies In the normal course of business, the Company is subject to loss contingencies, such as claims and assessments arising from litigation and other legal proceedings, contractual indemnities, product and environmental liabilities, and tax matters. Accruals for loss contingencies are recorded when the Company determines that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. If the estimate of the amount of the loss is a range and some amount within the range appears to be a better estimate than any other amount within the range, that amount is accrued as a liability. If no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued as a liability. These accruals are adjusted periodically as assessments change or additional information becomes available. If no accrual is made for a loss contingency because the amount of loss cannot be reasonably estimated, the Company will disclose contingent liabilities when there is at least a reasonable possibility that a loss or an additional loss may have been incurred. |
Employee Benefit Plans | Employee Benefit Plans The Company sponsors various retirement and pension plans, including defined benefit pension plans, defined contribution plans and a participatory defined benefit postretirement plan. The determination of defined benefit pension and postretirement plan obligations and their associated expenses requires the use of actuarial valuations to estimate the benefits employees earn while working, as well as the present value of those benefits. Net actuarial gains and losses that exceed 10 percent of the greater of the plan’s projected benefit obligations or the market-related value of assets are amortized to earnings over the shorter of the estimated average future service period of the plan participants (or the estimated average future lifetime of the plan participants if the majority of plan participants are inactive) or the period until any anticipated final plan settlements. |
Adoption of New Accounting Standards and Recently Issued Accounting Standards, Not Adopted as of December 31, 2018 | Adoption of New Accounting Standards In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity will: (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. In addition to these provisions, the new standard provides implementation guidance on several other topics, including the accounting for certain revenue-related costs, as well as enhanced disclosure requirements. The new guidance requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In March 2016, the FASB issued an amendment to clarify the implementation guidance around considerations whether an entity is a principal or an agent, impacting whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued an amendment to clarify guidance on identifying performance obligations and the implementation guidance on licensing. The guidance is effective for annual reporting periods beginning after December 15, 2017. Entities had the option of using either a full retrospective or a modified retrospective approach to adopt the guidance. The Company completed its detailed assessment and training program for its personnel. Pursuant to the detailed assessment program, the Company reviewed its revenue arrangements and assessed the differences in accounting for such contracts under the new guidance as compared with prior revenue accounting guidance. The Company adopted this guidance effective January 1, 2018 using the modified retrospective approach, and therefore, revenue reported for the years 2017 and 2016 have not been restated. Based upon review of customer contracts, the Company concluded the implementation of the new guidance did not have a material quantitative impact on its 2018 Consolidated Financial Statements as the timing of revenue recognition for product sales did not significantly change. The new guidance did however result in additional disclosures as to the nature, amounts, and concentrations of revenue. See "Revenue Recognition" discussed in this Note 2 and Note 22, "SEGMENT INFORMATION" for additional details and the application of this guidance. In October 2016, the FASB issued guidance requiring an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. This guidance was effective for the Company January 1, 2018 and was applied using a modified retrospective approach through a cumulative-effect adjustment to accumulated deficit and deferred income taxes as of the effective date. The Company recorded a net cumulative-effect adjustment of $1,209 million to increase deferred income tax assets and decrease the opening balance of Accumulated deficit for the income tax consequences deferred from past intra-entity transfers involving assets other than inventory. In January 2017, the FASB issued guidance which clarifies the definition of a business with the objective of assisting with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company prospectively applied the new definition to all transactions effective January 1, 2018. In January 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Instead, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value. The FASB also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted. The Company elected to early adopt this guidance effective January 1, 2018. The Company tested goodwill for impairment upon adopting this guidance and recognized impairment charges of $2,213 million , related to its Salix reporting unit and Ortho Dermatologics reporting unit at January 1, 2018. See Note 9, "INTANGIBLE ASSETS AND GOODWILL" for additional details and the application of this guidance. Recently Issued Accounting Standards, Not Adopted as of December 31, 2018 In February 2016, the FASB issued guidance on lease accounting to increase transparency and comparability among organizations that lease buildings, equipment and other assets by requiring the recognition of lease assets and lease liabilities on the balance sheet. Consistent with the current lease accounting standard, leases will continue to be classified as finance leases or operating leases. The classification is determined based on whether the risks and rewards, as well as substantive control, have been transferred to the Company and its determination will govern the pattern of lease cost recognition. Finance leases will be accounted for in substantially the same manner as capital leases are accounted for under current U.S. GAAP. Operating leases will be accounted for (both in the statement of operations and statement of cash flows) in a manner consistent with operating leases under existing U.S. GAAP. However, as it relates to the balance sheet, lessees will recognize lease liabilities based upon the present value of remaining lease payments and corresponding right of use lease assets for operating leases with limited exception. The new guidance will also require lessees and lessors to provide additional qualitative and quantitative disclosures to help financial statement users assess the amount, timing and uncertainty of cash flows arising from leases. The new guidance is effective for annual reporting periods beginning after December 15, 2018. Early application is permitted. The Company has adopted the standard on January 1, 2019, and is electing to apply the modified retrospective approach to recognize a cumulative-effect adjustment to accumulated deficit at the adoption date. The Company also has elected the available practical expedients upon adoption. The Company has updated its systems, processes and controls to track, record and account for its lease portfolio. The Company has implemented a third-party software tool to assist in complying with the new standard. The Company is in the process of completing an analysis of the Company's existing lease arrangements including the Company's assessment of the impact that embedded leases within the Company's service arrangements will have on the Consolidated Balance Sheets. The inclusion of lease-related assets and liabilities will have a material impact on the Consolidated Balance Sheets. As of December 31, 2018, the Company had undiscounted future minimum lease payments of approximately $419 million under the Company's portfolio of non-cancelable operating leases primarily relating to facilities, vehicles and equipment. The final right-of-use and lease liability to be recorded under the new guidance will be discounted and is not expected to have a material impact on the Consolidated Statements of Operations. The accounting for capital leases will remain substantially unchanged under the new standard. Additionally, the new standard will not have a material impact on the Company's lessor activities. In June 2016, the FASB issued guidance on the impairment of financial instruments requiring an impairment model based on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of expected credit losses. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the impact of adoption of this guidance on its financial position, results of operations and cash flows. In August 2018, the FASB issued guidance modifying the disclosure requirements for fair value measurement. The guidance is effective for annual periods beginning after December 15, 2019. The Company is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until the effective date. The Company is evaluating the impact of adoption of this guidance on its disclosures. In August 2018, the FASB issued guidance modifying the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance is effective for annual periods ending after December 15, 2020, with early adoption permitted. The Company is evaluating the impact of adoption of this guidance on its disclosures. In August 2018, the FASB issued guidance aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. The Company will early adopt this guidance prospectively for all implementation costs incurred after January 1, 2019. |
Segment Reporting | The Company evaluates segment performance at the segment revenue and segment profit levels. Additionally, the Company does not evaluate total assets at the segment level. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In assessing segment performance and managing operations, management does not review segment assets. In addition, 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property, plant and equipment | Depreciation is calculated using the straight-line method, commencing when the assets become available for productive use, based on the following estimated useful lives: Land improvements 15 - 30 years Buildings and improvements Up to 40 years Machinery and equipment 3 - 20 years Other equipment 3 - 10 years Equipment on operating lease Up to 5 years Leasehold improvements and capital leases Lesser of term of lease or 10 years |
Schedule of estimated useful lives of intangible assets | Amortization is calculated primarily using the straight-line method based on the following estimated useful lives: Product brands 2 - 20 years Corporate brands 7 - 20 years Product rights 3 - 15 years Partner relationships 7 - 9 years Out-licensed technology and other 8 - 10 years |
Summary of variable consideration provisions | The following table presents the activity and ending balances of the Company’s variable consideration provisions for the year ended December 31, 2018 . (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balance, January 1, 2018 $ 167 $ 863 $ 1,094 $ 274 $ 148 $ 2,546 Current period provision 865 293 2,551 1,966 212 5,887 Payments and credits (857 ) (343 ) (2,621 ) (2,031 ) (197 ) (6,049 ) Reserve balance, December 31, 2018 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial 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 as of December 31, 2018 and 2017 : 2018 2017 (in millions) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 197 $ 166 $ 31 $ — $ 265 $ 230 $ 35 $ — Restricted cash $ 2 $ 2 $ — $ — $ 77 $ 77 $ — $ — Liabilities: Acquisition-related contingent consideration $ 339 $ — $ — $ 339 $ 387 $ — $ — $ 387 |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for 2018 and 2017 : (in millions) 2018 2017 Beginning balance, January 1, $ 387 $ 892 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 24 $ 54 Fair value adjustments to the expected future royalty payments for Addyi ® — (312 ) Fair value adjustments due to changes in estimates of other future payments (33 ) (31 ) Acquisition-related contingent consideration adjustments (9 ) (289 ) Reclassified to liabilities held for sale and subsequently disposed — (168 ) Payments / Settlements (39 ) (49 ) Foreign currency translation adjustment included in other comprehensive loss — 1 Ending balance, December 31, 339 387 Current portion 41 43 Non-current portion $ 298 $ 344 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | Inventories, net of allowance for obsolescence, as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Raw materials $ 275 $ 276 Work in process 95 146 Finished goods 564 626 $ 934 $ 1,048 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The major components of property, plant and equipment as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Land $ 81 $ 84 Buildings 693 687 Machinery and equipment 1,527 1,436 Other equipment and leasehold improvements 366 358 Equipment on operating lease 46 42 Construction in progress 162 226 2,875 2,833 Less accumulated depreciation (1,522 ) (1,430 ) $ 1,353 $ 1,403 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of finite-lived intangible assets | The major components of intangible assets as of December 31, 2018 and 2017 consist of: Weighted- Average Useful Lives (Years) 2018 2017 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Net Carrying Amount Finite-lived intangible assets: Product brands 7 $ 20,891 $ (11,958 ) $ 8,933 $ 20,913 $ (9,281 ) $ 11,632 Corporate brands 9 926 (263 ) 663 933 (179 ) 754 Product rights/patents 4 3,292 (2,658 ) 634 3,310 (2,346 ) 964 Partner relationships 2 168 (166 ) 2 179 (169 ) 10 Technology and other 3 208 (173 ) 35 214 (147 ) 67 Total finite-lived intangible assets 25,485 (15,218 ) 10,267 25,549 (12,122 ) 13,427 Acquired IPR&D not in service NA 36 — 36 86 — 86 B&L Trademark NA 1,698 — 1,698 1,698 — 1,698 $ 27,219 $ (15,218 ) $ 12,001 $ 27,333 $ (12,122 ) $ 15,211 |
Schedule of components of indefinite-lived intangible assets | The major components of intangible assets as of December 31, 2018 and 2017 consist of: Weighted- Average Useful Lives (Years) 2018 2017 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Net Carrying Amount Finite-lived intangible assets: Product brands 7 $ 20,891 $ (11,958 ) $ 8,933 $ 20,913 $ (9,281 ) $ 11,632 Corporate brands 9 926 (263 ) 663 933 (179 ) 754 Product rights/patents 4 3,292 (2,658 ) 634 3,310 (2,346 ) 964 Partner relationships 2 168 (166 ) 2 179 (169 ) 10 Technology and other 3 208 (173 ) 35 214 (147 ) 67 Total finite-lived intangible assets 25,485 (15,218 ) 10,267 25,549 (12,122 ) 13,427 Acquired IPR&D not in service NA 36 — 36 86 — 86 B&L Trademark NA 1,698 — 1,698 1,698 — 1,698 $ 27,219 $ (15,218 ) $ 12,001 $ 27,333 $ (12,122 ) $ 15,211 |
Schedule of estimated aggregate amortization expense for each of the five succeeding years | Estimated amortization of finite-lived intangible assets for the five years ending December 31 and thereafter are as follows: (in millions) 2019 $ 1,877 2020 1,613 2021 1,365 2022 1,214 2023 1,063 Thereafter 3,135 Total $ 10,267 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) Developed Markets Emerging Markets Bausch + Lomb/ International Branded Rx U.S. Diversified Products Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2016 $ 16,141 $ 2,412 $ — $ — $ — $ — $ — $ — $ 18,553 Acquisitions 1 — — — — — — — 1 Divestiture of a portfolio of neurology medical device products (36 ) — — — — — — — (36 ) Goodwill related to Ruconest ® reclassified to assets held for sale (37 ) — — — — — — — (37 ) Foreign exchange and other 47 (12 ) — — — — — — 35 Impairment of the former U.S. reporting unit (905 ) — — — — — — — (905 ) Realignment of segment goodwill (15,211 ) (2,400 ) 6,708 7,873 3,030 — — — — Impairment of the Salix reporting unit — — — (172 ) — — — — (172 ) Divestitures — — (5 ) — — — — — (5 ) Goodwill of certain businesses reclassified to assets held for sale — — (947 ) (431 ) — — — — (1,378 ) Foreign exchange and other — — (257 ) (5 ) — — — — (262 ) Balance, December 31, 2016 — — 5,499 7,265 3,030 — — — 15,794 Realignment of segment goodwill — — 264 (264 ) — — — — — Goodwill reclassified to assets held for sale and subsequently disposed — — (30 ) (61 ) (84 ) — — — (175 ) Impairment of the former Branded Rx reporting unit — — — (312 ) — — — — (312 ) Foreign exchange and other — — 283 3 — — — — 286 Balance, December 31, 2017 — — 6,016 6,631 2,946 — — — 15,593 Impairment of the Salix and Ortho Dermatologics reporting units — — — (2,213 ) — — — — (2,213 ) Realignment of Global Solta reporting unit goodwill — — (82 ) 115 (33 ) — — — — Goodwill reclassified to assets held for sale and subsequently disposed — — (2 ) — — — — — (2 ) Realignment of segment goodwill — — — (4,533 ) (2,913 ) 3,156 1,267 3,023 — Impairment of the Dentistry reporting unit — — — — — — — (109 ) (109 ) Foreign exchange and other — — (127 ) — — — — — (127 ) Balance, December 31, 2018 $ — $ — $ 5,805 $ — $ — $ 3,156 $ 1,267 $ 2,914 $ 13,142 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Product rebates $ 998 $ 1,094 Product returns 813 863 Interest 273 324 Employee compensation and benefit costs 301 259 Income taxes payable 167 202 Other 645 952 $ 3,197 $ 3,694 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of discounts and issuance costs as of December 31, 2018 and 2017 consists of the following: 2018 2017 (in millions) Maturity Principal Amount Net of Discounts and Issuance Costs Principal Amount Net of Discounts and Issuance Costs Senior Secured Credit Facilities: 2018 Revolving Credit Facility April 2018 $ — $ — $ — $ — 2020 Revolving Credit Facility (1) — — 250 250 2023 Revolving Credit Facility June 2023 75 75 — — Series F Tranche B Term Loan Facility April 2022 — — 3,521 3,420 June 2025 Term Loan B Facility June 2025 4,394 4,269 — — November 2025 Term Loan B Facility November 2025 1,481 1,456 — — Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,239 1,250 1,235 7.00% Secured Notes March 2024 2,000 1,979 2,000 1,975 5.50% Secured Notes November 2025 1,750 1,730 1,750 1,729 Senior Unsecured Notes: 5.375% March 2020 — — 1,708 1,699 7.00% October 2020 — — 71 71 6.375% October 2020 — — 661 656 7.50% July 2021 — — 1,625 1,615 6.75% August 2021 — — 650 648 5.625% December 2021 700 697 900 896 7.25% July 2022 — — 550 545 5.50% March 2023 1,000 995 1,000 993 5.875% May 2023 3,250 3,229 3,250 3,224 4.50% euro-denominated debt May 2023 1,720 1,709 1,801 1,787 6.125% April 2025 3,250 3,226 3,250 3,222 9.00% December 2025 1,500 1,469 1,500 1,464 9.25% April 2026 1,500 1,482 — — 8.50% January 2027 750 738 — — Other Various 12 12 15 15 Total long-term debt and other $ 24,632 24,305 $ 25,752 25,444 Less: Current portion of long-term debt and other 228 209 Non-current portion of long-term debt $ 24,077 $ 25,235 1 The 2020 Revolving Credit Facility available at December 31, 2017 had a maturity date of April 2020 and was replaced with the 2023 Revolving Credit Facility on June 1, 2018 as discussed below. |
Schedule of aggregate maturities of long-term debt | Maturities and mandatory payments of debt obligations for the five succeeding years ending December 31 and thereafter are as follows: (in millions) 2019 $ 228 2020 303 2021 1,003 2022 1,553 2023 6,348 Thereafter 15,197 Total gross maturities 24,632 Unamortized discounts (327 ) Total long-term debt and other $ 24,305 |
PENSION AND POSTRETIREMENT EM_2
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of amounts recognized in accumulated other comprehensive loss | The amounts included in accumulated other comprehensive loss as of December 31, 2018 , 2017 and 2016 were as follows: Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Unrecognized actuarial losses $ (31 ) $ (18 ) $ (26 ) $ (50 ) $ (56 ) $ (61 ) $ (1 ) $ (4 ) $ (6 ) Unrecognized prior service credits $ — $ — $ — $ 27 $ 29 $ 26 $ 17 $ 20 $ 23 |
Components of net periodic benefit cost | The following table provides the components of net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan in 2018 , 2017 and 2016 : Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2016 2018 2017 2016 2018 2017 2016 Service cost $ 2 $ 2 $ 2 $ 3 $ 3 $ 3 $ — $ — $ — Interest cost 7 8 8 5 5 6 1 2 2 Expected return on plan assets (15 ) (13 ) (13 ) (5 ) (5 ) (7 ) — — — Amortization of net loss — — — 1 2 — — — — Amortization of prior service credit — — — (1 ) (1 ) (1 ) (2 ) (3 ) (3 ) Other — — — — — 2 — — — Net periodic (benefit) cost $ (6 ) $ (3 ) $ (3 ) $ 3 $ 4 $ 3 $ (1 ) $ (1 ) $ (1 ) |
Components of the change in projected benefit obligations, change in plan assets and funded status | The table below presents components of the change in projected benefit obligation, change in plan assets and funded status for 2018 and 2017 : Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2018 2017 2018 2017 Change in Projected benefit Obligation Projected benefit obligation, beginning of year $ 234 $ 230 $ 254 $ 230 $ 48 $ 52 Service cost 2 2 3 3 — — Interest cost 7 8 5 5 1 2 Employee contributions — — — — 1 1 Settlements — — (2 ) (1 ) — — Benefits paid (16 ) (15 ) (5 ) (4 ) (5 ) (6 ) Actuarial (gains) losses (13 ) 9 (10 ) (9 ) (4 ) (1 ) Currency translation adjustments — — (10 ) 30 — — Projected benefit obligation, end of year 214 234 235 254 41 48 Change in Plan Assets Fair value of plan assets, beginning of year 206 181 155 128 — — Actual return on plan assets (11 ) 30 (2 ) 7 — — Employee contributions — — — — 1 1 Company contributions 8 10 7 7 4 5 Settlements — — (2 ) (1 ) — — Benefits paid (16 ) (15 ) (5 ) (4 ) (5 ) (6 ) Currency translation adjustments — — (6 ) 18 — — Fair value of plan assets, end of year 187 206 147 155 — — Funded Status at end of year $ (27 ) $ (28 ) $ (88 ) $ (99 ) $ (41 ) $ (48 ) Recognized as: Accrued and other current liabilities $ — $ — $ (2 ) $ (2 ) $ (5 ) $ (6 ) Other non-current liabilities $ (27 ) $ (28 ) $ (86 ) $ (97 ) $ (36 ) $ (42 ) |
Schedule of underfunded plans | Information for the underfunded pension benefit plans is as follows: U.S. Plan Non-U.S. Plans (in millions) 2018 2017 2018 2017 Projected benefit obligation $ 214 $ 234 $ 235 $ 254 Accumulated benefit obligation 214 234 225 244 Fair value of plan assets 187 206 147 155 |
Future benefit payments for the pension benefit plans | Future benefit payments over the next 10 years for the pension benefit plans and the postretirement benefit plan, which reflect expected future service, as appropriate, are expected to be paid as follows: (in millions) Pension Benefit Plans U.S. Postretirement Benefit Plan U.S. Plan Non-U.S. Plans 2019 $ 14 $ 5 $ 5 2020 18 5 5 2021 18 6 4 2022 18 6 4 2023 17 6 4 2024-2028 79 37 14 |
Weighted-average assumptions used to determine net periodic benefit costs and benefit obligations | The weighted-average assumptions used to determine net periodic benefit costs and benefit obligations for 2018, 2017 and 2016 were as follows: Pension Benefit Plans U.S. Postretirement Benefit Plan 2018 2017 2016 2018 2017 2016 For Determining Net Periodic (Benefit) Cost U.S. Plans: Discount rate 3.56 % 4.04 % 4.34 % 3.47 % 3.85 % 4.13 % Expected rate of return on plan assets 7.50 % 7.50 % 7.50 % — — % 5.50 % Rate of compensation increase — — — — — — Non-U.S. Plans: Discount rate 2.29 % 2.08 % 2.74 % Expected rate of return on plan assets 3.66 % 3.84 % 5.46 % Rate of compensation increase 2.87 % 2.64 % 2.87 % Pension Benefit Plans U.S. Postretirement Benefit Plan 2018 2017 2018 2017 For Determining Benefit Obligation U.S. Plans: Discount rate 4.25 % 3.56 % 4.16 % 3.47 % Rate of compensation increase — — — — Non-U.S. Plans: Discount rate 2.39 % 2.29 % Rate of compensation increase 2.89 % 2.87 % |
Actual asset allocations | The following presents the actual asset allocation as of December 31, 2018 and 2017 : 2018 2017 U.S. Plan Equity securities 52 % 60 % Fixed income securities 47 % 30 % Other 1 % 10 % Non-U.S. Plans Cash and cash equivalents 5 % 9 % Equity securities 20 % 23 % Fixed income securities 69 % 66 % Other 6 % 2 % |
Fair value of pension and postretirement benefit plan assets assumed in connection with the Acquisition | The table below presents total plan assets by investment category as of December 31, 2018 and 2017 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value. There were no transfers between Level 1 and Level 2 during the years ended December 31, 2018 and 2017 . Pension Benefit Plans - U.S. Plans As of December 31, 2018 As of December 31, 2017 (in millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and cash equivalents $ 2 $ — $ — $ 2 $ — $ — $ — $ — Commingled funds: Equity securities: U.S. broad market — 51 — 51 — 76 — 76 Emerging markets — 13 — 13 — 19 — 19 Worldwide developed markets — 21 — 21 — 29 — 29 Other assets — 13 — 13 — 20 — 20 Fixed income securities: Investment grade — 87 — 87 — 62 — 62 $ 2 $ 185 $ — $ 187 $ — $ 206 $ — $ 206 Pension Benefit Plans - Non-U.S. Plans As of December 31, 2018 As of December 31, 2017 (in millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash and cash equivalents $ 7 $ — $ — $ 7 $ 14 $ — $ — $ 14 Commingled funds: Equity securities: Emerging markets — 1 — 1 — 1 — 1 Worldwide developed markets — 29 — 29 — 35 — 35 Fixed income securities: Investment grade — 9 — 9 — 10 — 10 Global high yield — 2 — 2 — 4 — 4 Government bond funds — 90 — 90 — 88 — 88 Other assets — 9 — 9 — 3 — 3 $ 7 $ 140 $ — $ 147 $ 14 $ 141 $ — $ 155 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 and RSUs for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Stock options $ 23 $ 18 $ 16 RSUs 64 69 149 Share-based compensation expense $ 87 $ 87 $ 165 Research and development expenses $ 9 $ 8 $ 7 Selling, general and administrative expenses 78 79 158 Share-based compensation expense $ 87 $ 87 $ 165 |
Schedule of weighted-average assumption as of the date of grant using the Black Scholes option-pricing model | The fair values of all stock options granted for the years ended December 31, 2018 , 2017 and 2016 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2018 2017 2016 Expected stock option life (years) 3.0 3.0 3.3 Expected volatility 54.0 % 67.3 % 75.0 % Risk-free interest rate 2.7 % 1.8 % 1.1 % Expected dividend yield — % — % — % |
Summary of stock option activity | The following table summarizes stock option activity during 2018 : (in millions, except per share amounts) Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding, January 1, 2018 4.5 $ 34.65 Granted 2.1 $ 15.52 Exercised (0.2 ) $ 16.73 Expired or forfeited (0.5 ) $ 37.47 Outstanding, December 31, 2018 5.9 $ 27.88 7.9 $ 11 Vested and expected to vest, December 31, 2018 5.5 $ 28.61 7.9 $ 10 Vested and exercisable, December 31, 2018 2.2 $ 43.85 6.8 $ 2 |
Summary of non-vested time-based RSU activity | The following table summarizes non-vested time-based RSU activity during 2018 : (in millions, except per share amounts) Time-Based RSUs Weighted- Average Grant-Date Fair Value Per Share Non-vested, January 1, 2018 4.7 $ 19.09 Granted 3.0 $ 17.59 Vested (1.5 ) $ 20.19 Forfeited (0.4 ) $ 16.48 Non-vested, December 31, 2018 5.8 $ 18.29 |
Schedule of assumptions used to calculate the fair values of performance-based RSUs | The fair values of performance-based RSUs granted during 2018 , 2017 and 2016 were estimated with the following assumptions: 2018 2017 2016 Contractual term (years) 3.0 3.0 3.0 - 4.0 Expected Company share volatility 54.2% 67.2% - 77.2% 78.2% - 81.4% Risk-free interest rate 2.7% 1.7% - 1.8% 1.0% - 1.2% |
Summary of non-vested performance-based RSU activity | The following table summarizes non-vested performance-based RSU activity during 2018 : (in millions, except per share amounts) Performance-based RSUs Weighted- Average Grant-Date Fair Value Per Share Non-vested, January 1, 2018 1.8 $ 48.55 Granted 0.9 $ 24.44 Vested (0.1 ) $ 247.04 Forfeited (1.1 ) $ 39.63 Non-vested, December 31, 2018 1.5 $ 34.06 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of the components of accumulated other comprehensive loss | Accumulated other comprehensive loss as of December 31, 2018 and 2017 consists of: (in millions) 2018 2017 Foreign currency translation adjustment $ (2,111 ) $ (1,877 ) Pension adjustment, net of tax (26 ) (19 ) $ (2,137 ) $ (1,896 ) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Product related research and development $ 376 $ 328 $ 385 Quality assurance 37 33 36 Research and development $ 413 $ 361 $ 421 |
OTHER (INCOME) EXPENSE , NET (T
OTHER (INCOME) EXPENSE , NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of other nonoperating income (expense) | Other (income) expense, net for the years ended December 31, 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Gain on the Skincare Sale $ — $ (309 ) $ — Gain on the iNova Sale — (309 ) — Gain on the Dendreon Sale — (97 ) — Loss on the Sprout Sale — 98 — Net loss (gain) on other sales of assets 6 37 (6 ) Litigation and other matters (27 ) 226 59 Other, net — 1 20 Other (income) expense, net $ (21 ) $ (353 ) $ 73 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of loss before recovery of income taxes | The components of Loss before benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Domestic $ (1,475 ) $ (2,032 ) $ (1,804 ) Foreign (2,679 ) 291 (631 ) $ (4,154 ) $ (1,741 ) $ (2,435 ) |
Components of benefits from income taxes | The components of Benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 consist of: (in millions) 2018 2017 2016 Current: Domestic $ — $ (20 ) $ — Foreign (327 ) (146 ) (241 ) (327 ) (166 ) (241 ) Deferred: Domestic 17 (2 ) — Foreign 320 4,313 268 337 4,311 268 $ 10 $ 4,145 $ 27 |
Reconciliation of reported recovery of income taxes from the expected amount calculated by applying the Canadian statutory rate to income before recovery of income taxes | The Benefit from income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory rate of 26.9% to Loss before benefit from income taxes for the years ended December 31, 2018, 2017 and 2016 as follows: (in millions) 2018 2017 2016 Loss before benefit from income taxes $ (4,154 ) $ (1,741 ) $ (2,435 ) Benefit from income taxes Expected benefit from income taxes at Canadian statutory rate $ 1,117 $ 468 $ 655 Non-deductible amount of share-based compensation (10 ) (37 ) (30 ) Adjustments to tax attributes (4 ) (242 ) 147 Impact of changes in enacted income tax rates — 747 — Canadian tax impact of foreign exchange gain or loss on U.S. dollar denominated debt held by BHC and its Canadian Affiliates (8 ) 157 (11 ) Change in valuation allowance related to foreign tax credits and NOLs (3 ) 139 (155 ) Change in valuation allowance on Canadian deferred tax assets and tax rate changes (867 ) (517 ) (472 ) Change in uncertain tax positions (47 ) (65 ) (10 ) Foreign tax rate differences (3 ) 933 (101 ) Goodwill impairment (488 ) (139 ) (377 ) Tax differences on divestitures of businesses — 203 — Tax benefit on intra-entity transfers 356 2,480 399 Other (33 ) 18 (18 ) $ 10 $ 4,145 $ 27 |
Schedule of tax effect of major items recorded as deferred tax assets and liabilities | Deferred tax assets and liabilities as of December 31, 2018 and 2017 consist of: (in millions) 2018 2017 Deferred tax assets: Tax loss carryforwards $ 2,886 $ 2,485 Provisions 519 589 Research and development tax credits 143 140 Scientific Research and Experimental Development pool 52 57 Tax credit carryforwards 46 59 Deferred revenue 4 11 Unrealized FX on U.S. dollar debt and other financing cost 262 61 Prepaid expenses 44 — Share-based compensation 24 22 Total deferred tax assets 3,980 3,424 Less valuation allowance (2,913 ) (2,001 ) Net deferred tax assets 1,067 1,423 Deferred tax liabilities: Intangible assets 163 2,014 Plant, equipment and technology 55 18 Outside basis differences 29 28 Prepaid expenses — 35 Other 29 75 Total deferred tax liabilities 276 2,170 Net deferred tax asset (liability) $ 791 $ (747 ) |
Summary of open tax years by jurisdiction | Jurisdiction: Open Years United States - Federal 2014 - 2017 Canada 2005 - 2017 Germany 2013 - 2017 France 2013 - 2017 China 2015 - 2017 Ireland 2013 - 2017 Netherlands 2015 - 2017 Australia 2011 - 2017 |
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | The following table presents a reconciliation of the unrecognized tax benefits for 2018, 2017 and 2016 : (in millions) 2018 2017 2016 Balance, beginning of year $ 598 $ 423 $ 344 Additions based on tax positions related to the current year 18 145 16 Additions for tax positions of prior years 55 57 96 Reductions for tax positions of prior years (11 ) (18 ) (20 ) Lapse of statute of limitations (6 ) (9 ) (13 ) Balance, end of year $ 654 $ 598 $ 423 |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings per share | (Loss) earnings per share attributable to Bausch Health Companies Inc. for 2018, 2017 and 2016 were calculated as follows: (in millions, except per share amounts) 2018 2017 2016 Net (loss) income attributable to Bausch Health Companies Inc. $ (4,148 ) $ 2,404 $ (2,409 ) Basic weighted-average number of common shares outstanding 351.3 350.2 347.3 Dilutive effect of stock options, RSUs and other — 1.6 — Diluted weighted-average number of common shares outstanding 351.3 351.8 347.3 (Loss) earnings per share attributable to Bausch Health Companies Inc. Basic $ (11.81 ) $ 6.86 $ (6.94 ) Diluted $ (11.81 ) $ 6.83 $ (6.94 ) |
SUPPLEMENTAL CASH FLOW DISCLO_2
SUPPLEMENTAL CASH FLOW DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Disclosures | The Supplemental cash flow disclosures for 2018, 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Other Payments Interest paid $ 1,665 $ 1,708 $ 1,718 Income taxes paid $ 138 $ 179 $ 149 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum future rental payments under non-cancelable operating and capital leases | Minimum future rental payments under noncancelable operating leases for each of the five succeeding years ending December 31 and thereafter are as follows: (in millions) Operating Lease Obligations 2019 $ 78 2020 60 2021 44 2022 39 2023 32 Thereafter 166 Total $ 419 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits for the years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Revenues: Bausch + Lomb/International $ 4,664 $ 4,795 $ 4,857 Salix 1,749 1,566 1,530 Ortho Dermatologics 625 725 949 Diversified Products 1,342 1,638 2,338 Total revenues $ 8,380 $ 8,724 $ 9,674 Segment profit: Bausch + Lomb/International $ 1,330 $ 1,412 $ 1,456 Salix 1,149 935 946 Ortho Dermatologics 265 336 408 Diversified Products 1,004 1,112 1,712 Total segment profit 3,748 3,795 4,522 Corporate (605 ) (562 ) (690 ) Amortization of intangible assets (2,644 ) (2,690 ) (2,673 ) Goodwill impairments (2,322 ) (312 ) (1,077 ) Asset impairments (568 ) (714 ) (422 ) Restructuring and integration costs (22 ) (52 ) (132 ) Acquired in-process research and development costs (1 ) (5 ) (34 ) Acquisition-related contingent consideration 9 289 13 Other income (expense) 21 353 (73 ) Operating (loss) income (2,384 ) 102 (566 ) Interest income 11 12 8 Interest expense (1,685 ) (1,840 ) (1,836 ) Loss on extinguishment of debt (119 ) (122 ) — Foreign exchange and other 23 107 (41 ) Loss before benefit from income taxes $ (4,154 ) $ (1,741 ) $ (2,435 ) |
Schedule of capital expenditures, depreciation and amortization by segment | Capital expenditures by segment for the years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 Capital expenditures: Bausch + Lomb/International $ 139 $ 159 $ 221 Salix 2 3 2 Ortho Dermatologics 1 2 1 Diversified Products 2 4 5 144 168 229 Corporate 13 3 6 Total capital expenditures $ 157 $ 171 $ 235 |
Schedule of revenues by product and by product category | Revenues by segment and product category were as follows: (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total 2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016 2018 2017 2016 Pharmaceuticals $ 892 $ 956 $ 966 $ 1,752 $ 1,564 $ 1,529 $ 465 $ 571 $ 806 $ 923 $ 1,286 $ 1,865 $ 4,032 $ 4,377 $ 5,166 Devices 1,505 1,421 1,407 — — — 135 111 97 — — — 1,640 1,532 1,504 OTC 1,412 1,529 1,581 — — — — — — — — — 1,412 1,529 1,581 Branded and Other Generics 784 819 830 — — — — — — 403 338 455 1,187 1,157 1,285 Other revenues 71 70 73 (3 ) 2 1 25 43 46 16 14 18 109 129 138 $ 4,664 $ 4,795 $ 4,857 $ 1,749 $ 1,566 $ 1,530 $ 625 $ 725 $ 949 $ 1,342 $ 1,638 $ 2,338 $ 8,380 $ 8,724 $ 9,674 |
Schedule of revenues and long-lived assets by geographic region | Revenues are attributed to a geographic region based on the location of the customer for the years ended December 31, 2018 , 2017 and 2016 were as follows: (in millions) 2018 2017 2016 U.S. and Puerto Rico $ 5,011 $ 5,225 $ 6,247 China 361 331 300 Canada 319 326 320 Japan 226 223 232 Poland 218 201 140 Mexico 211 201 189 France 205 188 186 Egypt 178 152 196 Germany 170 157 157 Russia 154 200 165 United Kingdom 117 108 104 Italy 85 78 72 Spain 83 77 70 Other 1,042 1,257 1,296 $ 8,380 $ 8,724 $ 9,674 |
Schedule of assets by geographic region | Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, are attributed to geographic regions based on their physical location as of December 31, 2018 and 2017 were as follows: (in millions) 2018 2017 U.S. and Puerto Rico $ 593 $ 599 Ireland 217 235 Canada 99 98 Poland 94 100 Germany 66 70 Egypt 50 47 Mexico 48 50 France 31 34 Serbia 28 30 China 25 28 Italy 23 23 South Korea 14 15 Other 65 74 $ 1,353 $ 1,403 |
Schedule of external customers that accounted for 10% or more of total revenues | Customers that accounted for 10% or more of total revenues were as follows: 2018 2017 2016 AmerisourceBergen Corporation 18% 15% 13% McKesson Corporation 18% 19% 21% Cardinal Health, Inc. 13% 13% 15% |
SUPPLEMENTARY DATA (UNAUDITED)
SUPPLEMENTARY DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Selected unaudited quarterly consolidated financial data are shown below: 2018 (in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 1,995 $ 2,128 $ 2,136 $ 2,121 Expenses 4,276 2,373 2,019 2,096 Operating (loss) income $ (2,281 ) $ (245 ) $ 117 $ 25 Net loss attributable to Bausch Health Companies Inc. $ (2,581 ) $ (873 ) $ (350 ) $ (344 ) Loss per share attributable to Bausch Health Companies Inc.: Basic $ (7.36 ) $ (2.49 ) $ (1.00 ) $ (0.98 ) Diluted $ (7.36 ) $ (2.49 ) $ (1.00 ) $ (0.98 ) Net cash provided by operating activities $ 438 $ 222 $ 522 $ 319 2017 (in millions, except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 2,109 $ 2,233 $ 2,219 $ 2,163 Expenses 1,898 2,058 2,181 2,485 Operating income (loss) $ 211 $ 175 $ 38 $ (322 ) Net income (loss) attributable to Bausch Health Companies Inc. $ 628 $ (38 ) $ 1,301 $ 513 Earnings (loss) per share attributable to Bausch Health Companies Inc.: Basic $ 1.80 $ (0.11 ) $ 3.71 $ 1.46 Diluted $ 1.79 $ (0.11 ) $ 3.69 $ 1.45 Net cash provided by operating activities $ 954 $ 268 $ 490 $ 578 |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Dec. 31, 2018country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates (more than) | 90 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Credit Risk (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)wholesaler | Dec. 31, 2017USD ($) | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Maximum term of original maturity to classify instruments as cash and cash equivalents (less than) | 3 months | ||
Concentrations of Credit Risk | |||
Allowance for doubtful accounts | $ 47 | $ 97 | |
Percentage of net trade receivables accounted for by largest wholesale customers | 39.00% | ||
Past due period for receivables to be negligible (less than) | 90 days | ||
Greece, Portugal, Ukraine, Turkey, Egypt, Argentina, and Brazil | |||
Concentrations of Credit Risk | |||
Net trade receivable | $ 110 | $ 230 | |
Past due period for receivables to be negligible (less than) | 90 days | ||
Period net trade receivable balance outstanding (more than) | 90 days | ||
Portion of net trade receivables that is past due | $ 2 | ||
Trade receivables | Three largest U.S. wholesaler customers | Credit concentration | |||
Concentrations of Credit Risk | |||
Number of largest wholesale customers | wholesaler | 3 | ||
Amoun | Revenue | |||
Concentrations of Credit Risk | |||
Concentration risk, percentage | 2.00% | 2.00% | 2.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Land improvements | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 15 years |
Minimum | Machinery and equipment | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Other equipment | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 3 years |
Maximum | Land improvements | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 30 years |
Maximum | Buildings and improvements | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 40 years |
Maximum | Machinery and equipment | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 20 years |
Maximum | Other equipment | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 10 years |
Maximum | Equipment on operating lease | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 5 years |
Maximum | Leasehold improvements and capital leases | |
Property, plant and equipment [Line Items] | |
Estimated useful lives | 10 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Product brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 7 years |
Corporate brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 9 years |
Product rights | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 4 years |
Partner relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 2 years |
Technology and other | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Product brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 2 years |
Minimum | Corporate brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 7 years |
Minimum | Product rights | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Minimum | Partner relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 7 years |
Minimum | Technology and other | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 8 years |
Maximum | Product brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 20 years |
Maximum | Corporate brands | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 20 years |
Maximum | Product rights | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
Maximum | Partner relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 9 years |
Maximum | Technology and other | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 10 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition, Variable Consideration Provisions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | $ 2,546 |
Current period provision | 5,887 |
Payments and credits | (6,049) |
Balance at End of Year | 2,384 |
Discounts and Allowances | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | 167 |
Current period provision | 865 |
Payments and credits | (857) |
Balance at End of Year | 175 |
Returns | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | 863 |
Current period provision | 293 |
Payments and credits | (343) |
Balance at End of Year | 813 |
Rebates | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | 1,094 |
Current period provision | 2,551 |
Payments and credits | (2,621) |
Balance at End of Year | 1,024 |
Chargebacks | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | 274 |
Current period provision | 1,966 |
Payments and credits | (2,031) |
Balance at End of Year | 209 |
Distribution Fees | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | 148 |
Current period provision | 212 |
Payments and credits | (197) |
Balance at End of Year | $ 163 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition, Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Cooperative advertising credits included in rebates | $ 2,384 | $ 2,546 | $ 2,384 | $ 2,546 | |||||||
Settlement period for cash discounts and allowances | 1 month | ||||||||||
1% change in estimated return rates, Impact on pre-tax earnings | $ 86 | ||||||||||
1% change in volume of product sold through to Medicaid plan participants, Impact on pre-tax earnings | 87 | ||||||||||
Revenue | 2,121 | $ 2,136 | $ 2,128 | $ 1,995 | $ 2,163 | $ 2,219 | $ 2,233 | $ 2,109 | $ 8,380 | $ 8,724 | $ 9,674 |
Minimum | |||||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Payment terms | 30 days | ||||||||||
Maximum | |||||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Payment terms | 90 days | ||||||||||
Price Appreciation Credit | |||||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Revenue | $ 31 | ||||||||||
Rebates, Advertising Credits Portion | |||||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||||||||||
Cooperative advertising credits included in rebates | $ 26 | $ 26 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Advertising expenses | $ 481 | $ 462 | $ 564 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Capitalized interest | $ 34 | $ 32 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Tax benefit recognition, measurement percentage (greater than) | 50.00% |
Minimum period to classify uncertain tax position liabilities as long term liabilities | 1 year |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES - Employee Benefit Plans (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Threshold percentage for amortization of net actuarial gains and losses | 10.00% |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES - Adoption of New Accounting Standards (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase to deferred income taxes | $ 1,676 | $ 433 | ||
Goodwill impairments | 2,322 | 312 | $ 1,077 | |
Future minimum lease payments | $ 419 | |||
Accounting Standards Update 2016-16 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase to deferred income taxes | $ 1,209 | |||
Salix Reporting Unit and Ortho Dermatologics Reporting Unit | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Goodwill impairments | $ 2,213 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) business in Millions | Oct. 16, 2018USD ($) | Dec. 31, 2018USD ($)business | Dec. 31, 2017USD ($)business | Dec. 31, 2016business | Dec. 31, 2018USD ($) | Dec. 12, 2018USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2017USD ($) | Feb. 21, 2017USD ($) |
Business Combinations | |||||||||
Reduction of additional paid-in capital | $ 18,000,000 | $ 9,000,000 | |||||||
Number of material business combinations | business | 0 | 0 | 0 | ||||||
Additional Paid-In Capital | |||||||||
Business Combinations | |||||||||
Reduction of additional paid-in capital | $ 15,000,000 | $ 2,000,000 | |||||||
Synergy | |||||||||
Business Combinations | |||||||||
Potential business combination, value acquired assets plus assumed liabilities | $ 200,000,000 | ||||||||
Medpharma | |||||||||
Business Combinations | |||||||||
Percentage interest acquired | 40.00% | ||||||||
Acquisition of noncontrolling interest | $ 18,000,000 | ||||||||
Medpharma | Additional Paid-In Capital | |||||||||
Business Combinations | |||||||||
Reduction of additional paid-in capital | $ 15,000,000 | ||||||||
EyeGate | Sales Based Milestone Payments | |||||||||
Business Combinations | |||||||||
Possible contingent consideration (up to) | $ 65,000,000 | ||||||||
EyeGate | Development and Regulatory Milestones | |||||||||
Business Combinations | |||||||||
Upfront payment | $ 4,000,000 | ||||||||
Possible contingent consideration (up to) | $ 34,000,000 | ||||||||
Payment for contingent consideration liability | $ 3,000,000 | ||||||||
Carrying value, contingent consideration, liability | $ 0 | ||||||||
EyeGate | Licensing Agreement Development Work Payments | |||||||||
Business Combinations | |||||||||
Possible contingent consideration (up to) | $ 0 | $ 0 |
DIVESTITURES - Narrative (Detai
DIVESTITURES - Narrative (Details) divestiture in Millions | Dec. 20, 2017USD ($) | Nov. 09, 2017USD ($) | Sep. 29, 2017USD ($) | Jun. 28, 2017USD ($) | Mar. 03, 2017USD ($) | Dec. 07, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Nov. 08, 2017USD ($) | Dec. 31, 2018USD ($)divestiturecountry | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)country |
Asset acquisitions and disposition | |||||||||||||
Number of material divestitures | divestiture | 0 | ||||||||||||
Number of countries in which entity operates (more than) | country | 90 | 90 | |||||||||||
Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Impairment write-down | $ 5,000,000 | $ 114,000,000 | $ 88,000,000 | ||||||||||
CeraVe, AcneFree, AMBI Skincare Brand | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Gain (loss) on sale of business | 0 | 309,000,000 | 0 | ||||||||||
CeraVe, AcneFree, AMBI Skincare Brand | Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Net cash proceeds | $ 1,300,000,000 | ||||||||||||
Gain (loss) on sale of business | 309,000,000 | ||||||||||||
Dendreon | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Gain (loss) on sale of business | 0 | 97,000,000 | 0 | ||||||||||
Dendreon | Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Net cash proceeds | $ 845,000,000 | ||||||||||||
Gain (loss) on sale of business | 97,000,000 | ||||||||||||
iNova | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Gain (loss) on sale of business | $ 0 | 309,000,000 | 0 | ||||||||||
iNova | Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Net cash proceeds | $ 938,000,000 | ||||||||||||
Gain (loss) on sale of business | 309,000,000 | ||||||||||||
Number of countries in which entity operates (more than) | country | 15 | 15 | |||||||||||
Obagi Medical Products, Inc. | Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Impairment of finite-lived intangible assets | $ 103,000,000 | ||||||||||||
Obagi Medical Products, Inc. | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Net cash proceeds | $ 190,000,000 | ||||||||||||
Gain (loss) on sale of business | (13,000,000) | ||||||||||||
Sprout | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Gain (loss) on sale of business | $ 0 | (98,000,000) | 0 | ||||||||||
Loan term | 5 years | ||||||||||||
Related party loan | $ 25,000,000 | ||||||||||||
Sprout | Minimum | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Purchase obligation (no less than) | $ 200,000,000 | ||||||||||||
Sprout | Held For Sale | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Impairment write-down | 351,000,000 | ||||||||||||
Sprout | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Gain (loss) on sale of business | $ (98,000,000) | ||||||||||||
Royalty percentage | 6.00% | ||||||||||||
Ruconest Divestiture | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Impairment of finite-lived intangible assets | $ 221,000,000 | ||||||||||||
Ruconest Divestiture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Impairment of finite-lived intangible assets | $ 199,000,000 | ||||||||||||
Consideration received from divestiture | $ 60,000,000 | ||||||||||||
Additional loss | 22,000,000 | ||||||||||||
Ruconest Divestiture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Maximum | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Consideration received from divestiture | 125,000,000 | ||||||||||||
Ruconest Divestiture Sales Based Milestone Component | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Maximum | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Consideration received from divestiture | $ 65,000,000 | ||||||||||||
Sales-based milestones achieved | $ 20,000,000 | ||||||||||||
Paragon Holdings I, Inc. Divestiture | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||||
Asset acquisitions and disposition | |||||||||||||
Loss on disposal | $ 19,000,000 |
RESTRUCTURING AND INTEGRATION_2
RESTRUCTURING AND INTEGRATION COSTS - Narrative (Details) - Restructuring and Integration-Related Costs - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cost-rationalization and integration initiatives | |||
Remaining restructuring liabilities | $ 27 | ||
Restructuring costs | 22 | $ 52 | $ 132 |
Severance costs | 11 | 16 | 22 |
Facility closure costs | 10 | 20 | 19 |
Other costs | 1 | 1 | |
Restructuring payments | $ 33 | 85 | 121 |
Integration consulting, duplicate labor, transition service, and other | $ 16 | $ 90 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jan. 09, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities: | ||||
Restricted cash | $ 2 | $ 77 | $ 77 | $ 0 |
Letter of credit | $ 77 | |||
Recurring basis | ||||
Assets: | ||||
Cash equivalents | 197 | 265 | ||
Restricted cash | 2 | 77 | ||
Liabilities: | ||||
Acquisition-related contingent consideration | 339 | 387 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Assets: | ||||
Cash equivalents | 166 | 230 | ||
Restricted cash | 2 | 77 | ||
Liabilities: | ||||
Acquisition-related contingent consideration | 0 | 0 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Cash equivalents | 31 | 35 | ||
Restricted cash | 0 | 0 | ||
Liabilities: | ||||
Acquisition-related contingent consideration | 0 | 0 | ||
Recurring basis | Significant Unobservable Inputs (Level 3) | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Liabilities: | ||||
Acquisition-related contingent consideration | $ 339 | $ 387 |
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) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance, January 1, | $ 387 | $ 892 | ||
Adjustments to Acquisition-related contingent consideration | (9) | (289) | ||
Reclassified to liabilities held for sale and subsequently disposed | 0 | (168) | ||
Payments / Settlements | (39) | (49) | ||
Foreign currency translation adjustment included in other comprehensive loss | 0 | 1 | ||
Ending balance, December 31, | 387 | 892 | $ 339 | $ 387 |
Current portion | 41 | 43 | ||
Non-current portion | $ 298 | $ 344 | ||
Accretion for the time value of money | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Adjustments to Acquisition-related contingent consideration | 24 | 54 | ||
Fair value adjustments to the expected future royalty payments for Addyi® | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Adjustments to Acquisition-related contingent consideration | 0 | (312) | ||
Fair value adjustments due to changes in estimates of other future payments | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Adjustments to Acquisition-related contingent consideration | $ (33) | $ (31) | ||
Minimum | Measurement Input, Discount Rate | Significant Unobservable Inputs (Level 3) | Recurring basis | ||||
Assets Measured at Fair Value on a Recurring Basis | ||||
Fair value, contingent consideration obligations, discount rate | 0.05 | |||
Maximum | Measurement Input, Discount Rate | Significant Unobservable Inputs (Level 3) | Recurring basis | ||||
Assets Measured at Fair Value on a Recurring Basis | ||||
Fair value, contingent consideration obligations, discount rate | 0.25 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Non-recurring basis | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 23,357 | $ 25,385 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories, Net (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 275 | $ 276 |
Work in process | 95 | 146 |
Finished goods | 564 | 626 |
Inventories, net | $ 934 | $ 1,048 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Major Components of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,875 | $ 2,833 |
Less accumulated depreciation | (1,522) | (1,430) |
Property, plant and equipment, net | 1,353 | 1,403 |
Land | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | 81 | 84 |
Buildings | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | 693 | 687 |
Machinery and equipment | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | 1,527 | 1,436 |
Other equipment and leasehold improvements | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | 366 | 358 |
Equipment on operating lease | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | 46 | 42 |
Construction in progress | ||
Property, plant and equipment [Line Items] | ||
Property, plant and equipment, gross | $ 162 | $ 226 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 175 | $ 168 | $ 193 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,485 | $ 25,549 |
Accumulated Amortization and Impairments | (15,218) | (12,122) |
Net Carrying Amount | 10,267 | 13,427 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,219 | 27,333 |
Intangible Assets, Net (Excluding Goodwill) | 12,001 | 15,211 |
Acquired IPR&D not in service | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 36 | 86 |
B&L Trademark | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 1,698 | 1,698 |
Product brands | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Useful Lives (Years) | 7 years | |
Gross Carrying Amount | $ 20,891 | 20,913 |
Accumulated Amortization and Impairments | (11,958) | (9,281) |
Net Carrying Amount | $ 8,933 | 11,632 |
B&L Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Useful Lives (Years) | 9 years | |
Gross Carrying Amount | $ 926 | 933 |
Accumulated Amortization and Impairments | (263) | (179) |
Net Carrying Amount | $ 663 | 754 |
Product rights/patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Useful Lives (Years) | 4 years | |
Gross Carrying Amount | $ 3,292 | 3,310 |
Accumulated Amortization and Impairments | (2,658) | (2,346) |
Net Carrying Amount | $ 634 | 964 |
Partner relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Useful Lives (Years) | 2 years | |
Gross Carrying Amount | $ 168 | 179 |
Accumulated Amortization and Impairments | (166) | (169) |
Net Carrying Amount | $ 2 | 10 |
Technology and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted- Average Useful Lives (Years) | 3 years | |
Gross Carrying Amount | $ 208 | 214 |
Accumulated Amortization and Impairments | (173) | (147) |
Net Carrying Amount | $ 35 | $ 67 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | Oct. 01, 2018USD ($) | Oct. 01, 2017USD ($) | Oct. 01, 2016USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($)segment | Jun. 30, 2018USD ($) | Jun. 30, 2016segmentunit | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 01, 2018USD ($) | Jan. 01, 2018 | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Carrying value of intangible assets, net | $ 12,001,000,000 | $ 15,211,000,000 | $ 12,001,000,000 | $ 15,211,000,000 | ||||||||||||||||
Carrying value of finite-lived intangible assets, net | 10,267,000,000 | 13,427,000,000 | 10,267,000,000 | 13,427,000,000 | ||||||||||||||||
Net income (loss) attributable to Bausch Health Companies Inc. | (344,000,000) | $ (350,000,000) | $ (873,000,000) | $ (2,581,000,000) | 513,000,000 | $ 1,301,000,000 | $ (38,000,000) | $ 628,000,000 | (4,148,000,000) | 2,404,000,000 | $ (2,409,000,000) | |||||||||
Number of reportable segments | segment | 2 | |||||||||||||||||||
Number of operating segments | segment | 3 | |||||||||||||||||||
Goodwill impairments | 2,322,000,000 | 312,000,000 | 1,077,000,000 | |||||||||||||||||
Goodwill | 13,142,000,000 | 15,593,000,000 | 13,142,000,000 | 15,593,000,000 | 15,794,000,000 | $ 18,553,000,000 | ||||||||||||||
Percentage of fair value in excess of carrying value | 15.00% | |||||||||||||||||||
Accumulated goodwill impairment charges to date | 3,711,000,000 | 3,711,000,000 | ||||||||||||||||||
Salix Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 0 | $ 0 | ||||||||||||||||||
Aggregate purchase price, net | 13,404,000,000 | 14,087,000,000 | ||||||||||||||||||
Total identifiable net assets | 10,660,000,000 | 10,319,000,000 | ||||||||||||||||||
Goodwill | $ 5,127,000,000 | $ 5,128,000,000 | ||||||||||||||||||
Ortho Dermatologics Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 0 | 2,213,000,000 | ||||||||||||||||||
Percentage of fair value in excess of carrying value | 5.00% | 5.00% | ||||||||||||||||||
Dentistry Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 109,000,000 | 109,000,000 | ||||||||||||||||||
Reporting Units Excluding Dentistry | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 0 | |||||||||||||||||||
Reporting Units Excluding Ortho Dermatologics and Dentistry | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Percentage of fair value in excess of carrying value | 15.00% | |||||||||||||||||||
Developed Markets | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Number of reporting units | unit | 4 | |||||||||||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 16,141,000,000 | ||||||||||||||
Emerging Markets | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Number of reporting units | unit | 3 | |||||||||||||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | $ 2,412,000,000 | ||||||||||||||
Branded Rx And U.S. Diversified Products Segments | Salix Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 1,077,000,000 | |||||||||||||||||||
Baush and Lomb/International Segment | Scenario, Adjustment | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill | 264,000,000 | |||||||||||||||||||
Branded Rx Segment | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | $ 312,000,000 | |||||||||||||||||||
Branded Rx Segment | Scenario, Adjustment | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill | $ 115,000,000 | |||||||||||||||||||
Branded Rx Segment | Salix Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | 1,970,000,000 | |||||||||||||||||||
Branded Rx Segment | Ortho Dermatologics Reporting Unit | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Goodwill impairments | 243,000,000 | |||||||||||||||||||
Minimum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Reporting unit, impairment test, long-term growth rates | 1.00% | |||||||||||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 7.50% | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Reporting unit, impairment test, long-term growth rates | 3.00% | |||||||||||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 14.00% | |||||||||||||||||||
Product rights/patents | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of finite-lived intangible assets | 55,000,000 | 95,000,000 | ||||||||||||||||||
Carrying value of finite-lived intangible assets, net | 634,000,000 | 964,000,000 | $ 634,000,000 | 964,000,000 | ||||||||||||||||
Estimated useful lives | 4 years | |||||||||||||||||||
Product rights/patents | Minimum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Estimated useful lives | 3 years | |||||||||||||||||||
Product rights/patents | Maximum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Estimated useful lives | 15 years | |||||||||||||||||||
Certain Product Brands | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Carrying value of finite-lived intangible assets, net | 7,618,000,000 | $ 7,618,000,000 | ||||||||||||||||||
Estimated useful lives | 4 years | 7 years | ||||||||||||||||||
Corporate brands | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Carrying value of finite-lived intangible assets, net | 663,000,000 | 754,000,000 | $ 663,000,000 | $ 754,000,000 | ||||||||||||||||
Estimated useful lives | 9 years | |||||||||||||||||||
Corporate brands | Minimum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Estimated useful lives | 7 years | |||||||||||||||||||
Corporate brands | Maximum | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Estimated useful lives | 20 years | |||||||||||||||||||
Ruconest Divestiture | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of finite-lived intangible assets | 221,000,000 | |||||||||||||||||||
Held For Sale | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of long-lived assets | $ 5,000,000 | 114,000,000 | 88,000,000 | |||||||||||||||||
Held For Sale | Sprout | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of long-lived assets | 351,000,000 | |||||||||||||||||||
Acquired IPR&D | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of indefinite-lived intangible assets | 28,000,000 | 3,000,000 | 14,000,000 | |||||||||||||||||
Other Assets, Individually Not Material | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of finite-lived intangible assets | 74,000,000 | |||||||||||||||||||
Uceris | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of intangible assets | $ 263,000,000 | 348,000,000 | ||||||||||||||||||
Carrying value of intangible assets, net | 140,000,000 | 140,000,000 | ||||||||||||||||||
Arestin | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of intangible assets | $ 132,000,000 | |||||||||||||||||||
Other Product Lines | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of finite-lived intangible assets | 151,000,000 | |||||||||||||||||||
IBS Chek | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Impairment of long-lived assets | $ 25,000,000 | |||||||||||||||||||
Salix | Corporate brands | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Carrying value of finite-lived intangible assets, net | $ 569,000,000 | $ 569,000,000 | ||||||||||||||||||
Estimated useful lives | 10 years | 17 years | ||||||||||||||||||
Xifaxan | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Carrying value of intangible assets, net | $ 4,848,000,000 | $ 4,848,000,000 | ||||||||||||||||||
Xifaxan | Intangible Assets, Amortization Period | ||||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ 143,000,000 | |||||||||||||||||||
Decrease to earnings per share, basic and diluted (in dollars per share) | $ / shares | $ 0.41 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Estimated Annual Amortization of Long-lived Assets With Finite Lives (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Estimated aggregate amortization expense | ||
2,019 | $ 1,877 | |
2,020 | 1,613 | |
2,021 | 1,365 | |
2,022 | 1,214 | |
2,023 | 1,063 | |
Thereafter | 3,135 | |
Net Carrying Amount | $ 10,267 | $ 13,427 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) - USD ($) | Oct. 01, 2018 | Jan. 01, 2017 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | $ 15,794,000,000 | $ 15,593,000,000 | $ 15,794,000,000 | $ 18,553,000,000 | ||
Acquisitions | 1,000,000 | |||||
Divestitures | (2,000,000) | (5,000,000) | ||||
Goodwill reclassified | (175,000,000) | (1,378,000,000) | ||||
Impairments | (2,322,000,000) | (312,000,000) | (1,077,000,000) | |||
Realignment of segment goodwill | 0 | 0 | ||||
Foreign exchange and other | (127,000,000) | 286,000,000 | ||||
Balance at the end of the period | 13,142,000,000 | 15,593,000,000 | 15,794,000,000 | |||
Ortho Dermatologics Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | $ 0 | (2,213,000,000) | ||||
Dentistry Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | $ (109,000,000) | (109,000,000) | ||||
Former U.S. Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (905,000,000) | |||||
Salix | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (172,000,000) | |||||
Portfolio of neurology medical device products | ||||||
Change in the carrying amount of goodwill | ||||||
Divestitures | (36,000,000) | |||||
Ruconest Divestiture | ||||||
Change in the carrying amount of goodwill | ||||||
Goodwill reclassified | (37,000,000) | |||||
Developed Markets | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 0 | 0 | 0 | 16,141,000,000 | ||
Acquisitions | 1,000,000 | |||||
Realignment of segment goodwill | (15,211,000,000) | |||||
Foreign exchange and other | 47,000,000 | |||||
Balance at the end of the period | 0 | 0 | 0 | |||
Developed Markets | Former U.S. Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (905,000,000) | |||||
Developed Markets | Portfolio of neurology medical device products | ||||||
Change in the carrying amount of goodwill | ||||||
Divestitures | (36,000,000) | |||||
Developed Markets | Ruconest Divestiture | ||||||
Change in the carrying amount of goodwill | ||||||
Goodwill reclassified | (37,000,000) | |||||
Emerging Markets | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 0 | 0 | 0 | 2,412,000,000 | ||
Realignment of segment goodwill | (2,400,000,000) | |||||
Foreign exchange and other | (12,000,000) | |||||
Balance at the end of the period | 0 | 0 | 0 | |||
Bausch Lomb/ International | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 5,499,000,000 | 6,016,000,000 | 5,499,000,000 | 0 | ||
Divestitures | (2,000,000) | (5,000,000) | ||||
Goodwill reclassified | 82,000,000 | (30,000,000) | (947,000,000) | |||
Realignment of segment goodwill | 264,000,000 | 6,708,000,000 | ||||
Foreign exchange and other | (127,000,000) | 283,000,000 | (257,000,000) | |||
Balance at the end of the period | 5,805,000,000 | 6,016,000,000 | 5,499,000,000 | |||
Branded Rx | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 7,265,000,000 | 6,631,000,000 | 7,265,000,000 | 0 | ||
Goodwill reclassified | (115,000,000) | (61,000,000) | (431,000,000) | |||
Impairments | (312,000,000) | |||||
Realignment of segment goodwill | (264,000,000) | (4,533,000,000) | 7,873,000,000 | |||
Foreign exchange and other | 3,000,000 | (5,000,000) | ||||
Balance at the end of the period | 0 | 6,631,000,000 | 7,265,000,000 | |||
Branded Rx | Ortho Dermatologics Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (2,213,000,000) | |||||
Branded Rx | Salix | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (172,000,000) | |||||
U.S. Diversified Products | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | $ 3,030,000,000 | 2,946,000,000 | 3,030,000,000 | 0 | ||
Goodwill reclassified | 33,000,000 | (84,000,000) | ||||
Realignment of segment goodwill | (2,913,000,000) | 3,030,000,000 | ||||
Foreign exchange and other | 0 | |||||
Balance at the end of the period | 0 | $ 2,946,000,000 | 3,030,000,000 | |||
Developed Markets and Emerging Markets Segments | ||||||
Change in the carrying amount of goodwill | ||||||
Foreign exchange and other | 35,000,000 | |||||
Bausch Lomb/International and Branded RX Segments | ||||||
Change in the carrying amount of goodwill | ||||||
Foreign exchange and other | $ (262,000,000) | |||||
Salix | ||||||
Change in the carrying amount of goodwill | ||||||
Realignment of segment goodwill | 3,156,000,000 | |||||
Balance at the end of the period | 3,156,000,000 | |||||
Ortho Dermatologics | ||||||
Change in the carrying amount of goodwill | ||||||
Realignment of segment goodwill | 1,267,000,000 | |||||
Balance at the end of the period | 1,267,000,000 | |||||
Diversified Products | ||||||
Change in the carrying amount of goodwill | ||||||
Realignment of segment goodwill | 3,023,000,000 | |||||
Balance at the end of the period | 2,914,000,000 | |||||
Diversified Products | Dentistry Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | $ (109,000,000) |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Product rebates | $ 998 | $ 1,094 |
Product returns | 813 | 863 |
Interest | 273 | 324 |
Employee compensation and benefit costs | 301 | 259 |
Income taxes payable | 167 | 202 |
Other | 645 | 952 |
Accrued and other current liabilities | $ 3,197 | $ 3,694 |
FINANCING ARRANGEMENTS - Schedu
FINANCING ARRANGEMENTS - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Nov. 27, 2018 | Sep. 30, 2018 | Jun. 01, 2018 | Dec. 31, 2017 | Dec. 18, 2017 | Mar. 21, 2017 | Mar. 27, 2015 | Jan. 30, 2015 | Dec. 02, 2013 | Jul. 12, 2013 | Dec. 31, 2012 | Oct. 04, 2012 | Mar. 08, 2011 | Feb. 08, 2011 | Sep. 28, 2010 |
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 24,632 | $ 25,752 | ||||||||||||||
Total long-term debt and other | 24,305 | 25,444 | ||||||||||||||
Less: Current portion of long-term debt and other | 228 | 209 | ||||||||||||||
Non-current portion of long-term debt | 24,077 | 25,235 | ||||||||||||||
Series F Tranche B Term Loan Facility Due April 2022 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 0 | 3,521 | ||||||||||||||
Total long-term debt and other | 0 | 3,420 | ||||||||||||||
June 2025 Term Loan B Facility Due June 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 4,394 | 0 | ||||||||||||||
Total long-term debt and other | $ 4,269 | 0 | ||||||||||||||
Stated interest rate | 5.38% | |||||||||||||||
November 2025 Term Loan B Facility Due November 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,481 | 0 | ||||||||||||||
Total long-term debt and other | $ 1,456 | 0 | ||||||||||||||
Stated interest rate | 5.13% | |||||||||||||||
Senior Secured Notes 6.50% Due March 2022 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 6.50% | 6.50% | ||||||||||||||
Senior Secured Notes 7.00% Due March 2024 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 7.00% | 7.00% | ||||||||||||||
Senior Secured Notes 5.50% Notes Due November 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 5.50% | |||||||||||||||
5.375% Senior Notes due March 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 5.375% | |||||||||||||||
7.00% Senior Notes due in October 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 7.00% | |||||||||||||||
6.375% Senior Notes due in October 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 6.375% | 6.375% | ||||||||||||||
7.50% Senior Notes due July 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 7.50% | |||||||||||||||
6.75% Senior Notes due in August 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 6.75% | |||||||||||||||
5.625 % Senior Notes due December 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 5.625% | |||||||||||||||
7.25% Senior Notes due in July 2022 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 7.25% | |||||||||||||||
5.50% Senior Notes due March 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 5.50% | |||||||||||||||
5.875% Senior Notes due May 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 5.875% | |||||||||||||||
4.50% Senior Notes Due 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 4.50% | |||||||||||||||
6.125% Senior Notes due April 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 6.125% | |||||||||||||||
9.00% Senior Notes due December 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Stated interest rate | 9.00% | |||||||||||||||
Senior Secured Notes | Senior Secured Notes 6.50% Due March 2022 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,250 | 1,250 | ||||||||||||||
Total long-term debt and other | 1,239 | 1,235 | ||||||||||||||
Senior Secured Notes | Senior Secured Notes 7.00% Due March 2024 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 2,000 | 2,000 | ||||||||||||||
Total long-term debt and other | 1,979 | 1,975 | ||||||||||||||
Senior Secured Notes | Senior Secured Notes 5.50% Notes Due November 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 1,750 | 1,750 | ||||||||||||||
Total long-term debt and other | 1,730 | 1,729 | ||||||||||||||
Senior Unsecured Notes | 5.375% Senior Notes due March 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 0 | 1,708 | ||||||||||||||
Total long-term debt and other | $ 0 | 1,699 | ||||||||||||||
Stated interest rate | 5.375% | 5.375% | ||||||||||||||
Senior Unsecured Notes | 7.00% Senior Notes due in October 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 0 | 71 | ||||||||||||||
Total long-term debt and other | $ 0 | 71 | ||||||||||||||
Stated interest rate | 7.00% | |||||||||||||||
Senior Unsecured Notes | 6.375% Senior Notes due in October 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 0 | 661 | ||||||||||||||
Total long-term debt and other | $ 0 | 656 | ||||||||||||||
Stated interest rate | 6.375% | |||||||||||||||
Senior Unsecured Notes | 7.50% Senior Notes due July 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 0 | 1,625 | ||||||||||||||
Total long-term debt and other | $ 0 | 1,615 | ||||||||||||||
Stated interest rate | 7.50% | 7.50% | ||||||||||||||
Senior Unsecured Notes | 6.75% Senior Notes due in August 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 0 | 650 | ||||||||||||||
Total long-term debt and other | $ 0 | 648 | ||||||||||||||
Stated interest rate | 6.75% | 6.75% | ||||||||||||||
Senior Unsecured Notes | 5.625 % Senior Notes due December 2021 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 700 | 900 | ||||||||||||||
Total long-term debt and other | $ 697 | 896 | ||||||||||||||
Stated interest rate | 5.625% | |||||||||||||||
Senior Unsecured Notes | 7.25% Senior Notes due in July 2022 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 0 | 550 | ||||||||||||||
Total long-term debt and other | $ 0 | 545 | ||||||||||||||
Stated interest rate | 7.25% | 7.25% | ||||||||||||||
Senior Unsecured Notes | 5.50% Senior Notes due March 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,000 | 1,000 | ||||||||||||||
Total long-term debt and other | $ 995 | 993 | ||||||||||||||
Stated interest rate | 5.50% | |||||||||||||||
Senior Unsecured Notes | 5.875% Senior Notes due May 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 3,250 | 3,250 | ||||||||||||||
Total long-term debt and other | $ 3,229 | 3,224 | ||||||||||||||
Stated interest rate | 5.875% | |||||||||||||||
Senior Unsecured Notes | 4.50% Senior Notes Due 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,720 | 1,801 | ||||||||||||||
Total long-term debt and other | $ 1,709 | 1,787 | ||||||||||||||
Stated interest rate | 4.50% | |||||||||||||||
Senior Unsecured Notes | 6.125% Senior Notes due April 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 3,250 | 3,250 | ||||||||||||||
Total long-term debt and other | $ 3,226 | 3,222 | ||||||||||||||
Stated interest rate | 6.125% | |||||||||||||||
Senior Unsecured Notes | 9.00% Senior Notes due December 2025 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,500 | 1,500 | ||||||||||||||
Total long-term debt and other | $ 1,469 | 1,464 | ||||||||||||||
Stated interest rate | 9.00% | |||||||||||||||
Senior Unsecured Notes | 9.25% Senior Notes Due April 2026 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 1,500 | 0 | ||||||||||||||
Total long-term debt and other | $ 1,482 | 0 | ||||||||||||||
Stated interest rate | 9.25% | |||||||||||||||
Senior Unsecured Notes | 8.50% Senior Notes Due January 2027 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 750 | 0 | ||||||||||||||
Total long-term debt and other | $ 738 | 0 | ||||||||||||||
Stated interest rate | 8.50% | 8.50% | 8.50% | |||||||||||||
Senior Unsecured Notes | Other | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | $ 12 | 15 | ||||||||||||||
Total long-term debt and other | 12 | 15 | ||||||||||||||
Revolving credit facility | Revolving Credit Facility Due April 2018 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 0 | 0 | ||||||||||||||
Total long-term debt and other | 0 | 0 | ||||||||||||||
Revolving credit facility | Revolving Credit Facility Due April 2020 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 0 | 250 | ||||||||||||||
Total long-term debt and other | 0 | 250 | ||||||||||||||
Revolving credit facility | Revolving Credit Facility Due June 2023 | ||||||||||||||||
Long-term debt, net of unamortized debt discount [Line Items] | ||||||||||||||||
Principal Amount | 75 | 0 | ||||||||||||||
Total long-term debt and other | $ 75 | $ 0 | ||||||||||||||
Stated interest rate | 5.38% |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) | Dec. 31, 2018 |
Revolving credit facility | |
Debt Instrument [Line Items] | |
Secured leverage ratio | 4 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities 2016 Activity (Details) | Aug. 23, 2016 | Apr. 11, 2016 | Apr. 10, 2016 |
April 2016 Amendment | |||
Debt Instrument [Line Items] | |||
Minimum interest coverage maintenance covenant | 2.75 | 3 | |
Interest rate margin | 1.00% | ||
August 2016 Amendment | |||
Debt Instrument [Line Items] | |||
Minimum interest coverage maintenance covenant | 2 | ||
Interest rate margin | 0.50% |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities 2017 Activity (Details) | Jun. 01, 2018USD ($) | Apr. 20, 2018USD ($) | Nov. 21, 2017USD ($) | Nov. 10, 2017USD ($) | Oct. 05, 2017USD ($) | Jul. 03, 2017USD ($) | Mar. 28, 2017USD ($) | Mar. 21, 2017USD ($) | Mar. 03, 2017USD ($) | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 27, 2018USD ($) | Mar. 20, 2017 | Jan. 01, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of long-term debt | $ 10,101,000,000 | $ 14,203,000,000 | $ 2,436,000,000 | ||||||||||||||
Loss on extinguishment of debt | $ 119,000,000 | $ 122,000,000 | $ 0 | ||||||||||||||
Debt issuance cost | $ 74,000,000 | $ 25,000,000 | |||||||||||||||
Payments of debt restructuring costs | 4,000,000 | ||||||||||||||||
Revolving credit facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 1,190,000,000 | $ 1,500,000,000 | |||||||||||||||
Repayments of lines of credit | $ 250,000,000 | $ 350,000,000 | |||||||||||||||
Minimum interest coverage maintenance covenant | 2 | ||||||||||||||||
Secured leverage ratio | 4 | ||||||||||||||||
Loss on extinguishment of debt | $ 1,000,000 | ||||||||||||||||
Maturity date extension, period threshold | 91 days | ||||||||||||||||
Maturity date extension, other indebtedness for borrowed money threshold | $ 750,000,000 | ||||||||||||||||
Senior Credit Facilities | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of long-term debt | $ 1,086,000,000 | ||||||||||||||||
Series F Tranche B Term Loan Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of long-term debt | 3,315,000,000 | $ 750,000,000 | $ 181,000,000 | $ 923,000,000 | $ 811,000,000 | $ 220,000,000 | |||||||||||
Maximum borrowing capacity | $ 3,060,000,000 | ||||||||||||||||
Quarterly amortization rate, percentage | 1.25% | 0.25% | |||||||||||||||
Annual amortization rate, percentage | 5.00% | 1.00% | |||||||||||||||
Repayments of lines of credit | 750,000,000 | ||||||||||||||||
Loss on extinguishment of debt | $ 48,000,000 | $ 27,000,000 | |||||||||||||||
Debt issuance cost | 38,000,000 | ||||||||||||||||
Payments of debt restructuring costs | 3,000,000 | ||||||||||||||||
Senior Unsecured Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 1,100,000,000 | ||||||||||||||||
Stated interest rate | 6.75% | ||||||||||||||||
Loss on extinguishment of debt | $ 37,000,000 | ||||||||||||||||
Revolving Credit Facility Due April 2018 | Revolving credit facility | March 31, 2017 To March 31, 2019 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Secured leverage ratio | 3 | ||||||||||||||||
Revolving Credit Facility Due April 2018 | Revolving credit facility | April 1, 2019 And Thereafter | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Minimum interest coverage maintenance covenant | 1.75 | ||||||||||||||||
Secured leverage ratio | 2.75 | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Revolving credit facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt prepayment penalty | $ 38,000,000 | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Revolving credit facility | Base Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Margins | 2.50% | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Revolving credit facility | LIBOR | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Margins | 3.50% | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Revolving credit facility | March 31, 2017 To March 31, 2019 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Secured leverage ratio | 3 | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Revolving credit facility | April 1, 2019 And Thereafter | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Minimum interest coverage maintenance covenant | 1.75 | ||||||||||||||||
Secured leverage ratio | 2.75 | ||||||||||||||||
Revolving Credit Facility Due April 2020 | Letter of Credit | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowing capacity | $ 300,000,000 |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities 2018 Activities (Details) - USD ($) | Nov. 27, 2018 | Jun. 01, 2018 | Apr. 20, 2018 | Nov. 21, 2017 | Nov. 10, 2017 | Oct. 05, 2017 | Jul. 03, 2017 | Mar. 28, 2017 | Mar. 21, 2017 | Dec. 31, 2018 | Oct. 31, 2018 | May 31, 2018 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Apr. 19, 2018 | Dec. 18, 2017 | Oct. 17, 2017 | Jan. 01, 2016 | Mar. 27, 2015 | Jul. 12, 2013 | Dec. 31, 2012 | Oct. 04, 2012 | Mar. 08, 2011 | Feb. 08, 2011 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 10,101,000,000 | $ 14,203,000,000 | $ 2,436,000,000 | ||||||||||||||||||||||||
Proceeds from issuance of long-term debt | 8,944,000,000 | 9,424,000,000 | 1,220,000,000 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 119,000,000 | 122,000,000 | $ 0 | ||||||||||||||||||||||||
Debt issuance cost | $ 25,000,000 | $ 74,000,000 | |||||||||||||||||||||||||
Payments of debt restructuring costs | 4,000,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 24,305,000,000 | 24,305,000,000 | 25,444,000,000 | ||||||||||||||||||||||||
Series F Tranche B Term Loan Facility | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of lines of credit | $ 750,000,000 | ||||||||||||||||||||||||||
Maximum borrowing capacity | $ 3,060,000,000 | ||||||||||||||||||||||||||
Repayments of long-term debt | 3,315,000,000 | 750,000,000 | $ 181,000,000 | $ 923,000,000 | $ 811,000,000 | $ 220,000,000 | |||||||||||||||||||||
Loss on extinguishment of debt | $ 48,000,000 | 27,000,000 | |||||||||||||||||||||||||
Debt issuance cost | 38,000,000 | ||||||||||||||||||||||||||
Payments of debt restructuring costs | 3,000,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 3,420,000,000 | ||||||||||||||||||||||||
June 2025 Term Loan B Facility Due June 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Debt instrument, term | 7 years | 7 years | |||||||||||||||||||||||||
Aggregate principal amount | $ 1,500,000,000 | $ 4,565,000,000 | |||||||||||||||||||||||||
Stated interest rate | 5.38% | 5.38% | |||||||||||||||||||||||||
Long-term Debt | $ 4,269,000,000 | $ 4,269,000,000 | 0 | ||||||||||||||||||||||||
5.375% Senior Notes due March 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.375% | ||||||||||||||||||||||||||
Repurchased face amount | $ 291,000,000 | ||||||||||||||||||||||||||
5.375% Senior Notes due March 2020 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 691,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | ||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 1,699,000,000 | ||||||||||||||||||||||||
6.75% Senior Notes due in August 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.75% | ||||||||||||||||||||||||||
6.75% Senior Notes due in August 2021 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 578,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | ||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 648,000,000 | ||||||||||||||||||||||||
7.25% Senior Notes due in July 2022 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.25% | ||||||||||||||||||||||||||
7.25% Senior Notes due in July 2022 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 550,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 7.25% | 7.25% | 7.25% | ||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 545,000,000 | ||||||||||||||||||||||||
6.375% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 104,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 6.375% | 6.375% | |||||||||||||||||||||||||
Repurchased face amount | $ 1,021,000,000 | $ 569,000,000 | |||||||||||||||||||||||||
6.375% Senior Notes due in October 2020 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 146,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 6.375% | 6.375% | |||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 656,000,000 | ||||||||||||||||||||||||
8.50% Senior Notes Due January 2027 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 750,000,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 738,000,000 | $ 738,000,000 | 0 | ||||||||||||||||||||||||
7.50% Senior Notes due July 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.50% | ||||||||||||||||||||||||||
7.50% Senior Notes due July 2021 | Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 1,483,000,000 | $ 17,000,000 | $ 125,000,000 | ||||||||||||||||||||||||
Stated interest rate | 7.50% | 7.50% | 7.50% | ||||||||||||||||||||||||
Loss on extinguishment of debt | $ 43,000,000 | ||||||||||||||||||||||||||
Long-term Debt | $ 0 | $ 0 | 1,615,000,000 | ||||||||||||||||||||||||
Revolving credit facility | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Line of credit, additional borrowing capacity extension | $ 60,000,000 | ||||||||||||||||||||||||||
Repayments of lines of credit | $ 250,000,000 | $ 350,000,000 | |||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,190,000,000 | $ 1,500,000,000 | |||||||||||||||||||||||||
Loss on extinguishment of debt | $ 1,000,000 | ||||||||||||||||||||||||||
Revolving credit facility | Revolving Credit Facility Due June 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 1,225,000,000 | ||||||||||||||||||||||||||
Alternate term, number of days prior to scheduled maturity in excess of principal amount threshold | 91 days | ||||||||||||||||||||||||||
Alternate term, principal amount maturity threshold | $ 1,000,000,000 | ||||||||||||||||||||||||||
Stated interest rate | 5.38% | 5.38% | |||||||||||||||||||||||||
Long-term Debt | $ 75,000,000 | $ 75,000,000 | 0 | ||||||||||||||||||||||||
Remaining availability | 981,000,000 | 981,000,000 | |||||||||||||||||||||||||
Revolving credit facility | Revolving Credit Facility Due April 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Long-term Debt | 0 | 0 | $ 250,000,000 | ||||||||||||||||||||||||
Letter of Credit | Revolving Credit Facility Due June 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Long-term Debt | $ 169,000,000 | $ 169,000,000 | |||||||||||||||||||||||||
Letter of Credit | Revolving Credit Facility Due April 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 300,000,000 |
FINANCING ARRANGEMENTS - Curren
FINANCING ARRANGEMENTS - Current Description Of Senior Secured Credit Facilities (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revolving credit facility | |
Debt Instrument [Line Items] | |
Quarterly amortization payments | $ 1,857,000,000 |
Incremental credit facility borrowings | $ 1,000,000,000 |
Secured leverage ratio | 4 |
Minimum interest coverage maintenance covenant | 2 |
Revolving credit facility | Senior Secured Notes | |
Debt Instrument [Line Items] | |
Secured leverage ratio | 3.50 |
Revolving credit facility | Senior Unsecured Notes | |
Debt Instrument [Line Items] | |
Secured leverage ratio | 6.50 |
Senior Credit Facilities | Eurodollar | |
Debt Instrument [Line Items] | |
Margins | 1.00% |
Senior Credit Facilities | Eurodollar | Minimum | |
Debt Instrument [Line Items] | |
Margins | 1.00% |
Senior Secured Credit Facilities | |
Debt Instrument [Line Items] | |
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100.00% |
Percentage of cash proceeds from incurrence of debt | 100.00% |
Percentage of annual excess cash flow | 50.00% |
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100.00% |
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | |
Debt Instrument [Line Items] | |
Margins | 0.50% |
June 2025 Term Loan B Facility Due June 2025 | |
Debt Instrument [Line Items] | |
Stated interest rate | 5.38% |
Annual amortization rate, percentage | 5.00% |
June 2025 Term Loan B Facility Due June 2025 | Base Rate or Prime Rate | |
Debt Instrument [Line Items] | |
Margins | 2.00% |
June 2025 Term Loan B Facility Due June 2025 | Eurodollar | |
Debt Instrument [Line Items] | |
Margins | 3.00% |
November 2025 Term Loan B Facility Due November 2025 | |
Debt Instrument [Line Items] | |
Stated interest rate | 5.13% |
Annual amortization rate, percentage | 5.00% |
November 2025 Term Loan B Facility Due November 2025 | Base Rate or Prime Rate | |
Debt Instrument [Line Items] | |
Margins | 1.75% |
November 2025 Term Loan B Facility Due November 2025 | Eurodollar | |
Debt Instrument [Line Items] | |
Margins | 2.75% |
Revolving Credit Facility Due June 2023 | Revolving credit facility | |
Debt Instrument [Line Items] | |
Stated interest rate | 5.38% |
Revolving Credit Facility Due June 2023 | Minimum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Commitment fee, unutilized commitments, percentage | 0.25% |
Revolving Credit Facility Due June 2023 | Maximum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Commitment fee, unutilized commitments, percentage | 0.50% |
Revolving Credit Facility Due June 2023 | Base Rate or Prime Rate | Minimum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Margins | 1.50% |
Revolving Credit Facility Due June 2023 | Base Rate or Prime Rate | Maximum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Margins | 2.00% |
Revolving Credit Facility Due June 2023 | Eurodollar | Minimum | |
Debt Instrument [Line Items] | |
Margins | 0.00% |
Revolving Credit Facility Due June 2023 | Eurodollar | Minimum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Margins | 2.50% |
Revolving Credit Facility Due June 2023 | Eurodollar | Maximum | Revolving credit facility | |
Debt Instrument [Line Items] | |
Margins | 3.00% |
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | |
Debt Instrument [Line Items] | |
Margins | 1.00% |
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | Minimum | |
Debt Instrument [Line Items] | |
Margins | 0.00% |
FINANCING ARRANGEMENTS - Seni_4
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | Apr. 20, 2018 | Nov. 21, 2017 | Mar. 21, 2017 | Dec. 31, 2018 | Dec. 18, 2017 | Oct. 17, 2017 | Dec. 31, 2012 | Oct. 04, 2012 | Sep. 28, 2010 |
Debt Instrument [Line Items] | |||||||||
Redemption price percentage due to change in control (as a percent) | 101.00% | ||||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage due to change in control (as a percent) | 101.00% | ||||||||
Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of lines of credit | $ 250,000,000 | $ 350,000,000 | |||||||
Senior Secured Notes 6.50% Due March 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.50% | 6.50% | |||||||
Aggregate principal amount | $ 1,250,000,000 | ||||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||
Senior Secured Notes 7.00% Due March 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 7.00% | 7.00% | |||||||
Aggregate principal amount | $ 2,000,000,000 | ||||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||
Senior Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.75% | ||||||||
Aggregate principal amount | $ 1,100,000,000 | ||||||||
Repurchased face amount | $ 1,100,000,000 | ||||||||
Senior Secured Notes 5.50% Notes Due November 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 5.50% | ||||||||
Senior Secured Notes 5.50% Notes Due November 2025 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 5.50% | ||||||||
Aggregate principal amount | $ 750,000,000 | $ 1,000,000,000 | |||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||
6.375% Senior Notes due in October 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 6.375% | 6.375% | |||||||
Repurchased face amount | $ 1,021,000,000 | 569,000,000 | |||||||
7.00% Senior Notes due in October 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 7.00% | ||||||||
Repurchased face amount | $ 188,000,000 | $ 431,000,000 | |||||||
Series F Tranche B Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of lines of credit | $ 750,000,000 |
FINANCING ARRANGEMENTS - Seni_5
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) € in Millions, $ in Millions | Dec. 30, 2018USD ($) | Nov. 27, 2018USD ($) | Jun. 01, 2018USD ($) | Mar. 26, 2018USD ($) | Dec. 18, 2017USD ($) | Mar. 27, 2015USD ($) | Mar. 27, 2015EUR (€) | Jan. 30, 2015USD ($) | Dec. 02, 2013USD ($) | Jul. 12, 2013USD ($) | Oct. 04, 2012USD ($) | Mar. 08, 2011USD ($) | Feb. 08, 2011USD ($) | Sep. 28, 2010USD ($) | Dec. 31, 2018USD ($) | Oct. 31, 2018USD ($) | May 31, 2018USD ($) | Mar. 31, 2018USD ($) | Aug. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018 | Oct. 17, 2017USD ($) | Mar. 21, 2017USD ($) | Dec. 31, 2012 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Redemption price percentage due to change in control (as a percent) | 101.00% | ||||||||||||||||||||||||||
Repayments of long-term debt | $ 10,101 | $ 14,203 | $ 2,436 | ||||||||||||||||||||||||
Loss on extinguishment of debt | 119 | 122 | 0 | ||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 8,944 | $ 9,424 | $ 1,220 | ||||||||||||||||||||||||
Salix | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Restricted cash | $ 10,340 | ||||||||||||||||||||||||||
7.00% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.00% | ||||||||||||||||||||||||||
Amount borrowed | $ 700 | ||||||||||||||||||||||||||
Repurchased face amount | $ 188 | $ 431 | |||||||||||||||||||||||||
Repayments of long-term debt | $ 71 | ||||||||||||||||||||||||||
6.75% Senior Notes due in August 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.75% | ||||||||||||||||||||||||||
Amount borrowed | $ 650 | ||||||||||||||||||||||||||
7.25% Senior Notes due in July 2022 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.25% | ||||||||||||||||||||||||||
Amount borrowed | $ 550 | ||||||||||||||||||||||||||
6.375% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.375% | 6.375% | |||||||||||||||||||||||||
Amount borrowed | $ 1,750 | ||||||||||||||||||||||||||
Repurchased face amount | 1,021 | $ 569 | |||||||||||||||||||||||||
Repayments of long-term debt | $ 104 | ||||||||||||||||||||||||||
6.375% Senior Notes due in October 2020 1 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Amount borrowed | $ 500 | ||||||||||||||||||||||||||
6.75% Senior Notes due August 2018 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.75% | ||||||||||||||||||||||||||
Amount borrowed | $ 1,600 | ||||||||||||||||||||||||||
7.50% Senior Notes due July 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.50% | ||||||||||||||||||||||||||
Amount borrowed | $ 1,625 | ||||||||||||||||||||||||||
Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.75% | ||||||||||||||||||||||||||
Repurchased face amount | $ 1,100 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 37 | ||||||||||||||||||||||||||
5.625 % Senior Notes due December 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.625% | ||||||||||||||||||||||||||
Amount borrowed | $ 900 | ||||||||||||||||||||||||||
Repayments of long-term debt | $ 200 | ||||||||||||||||||||||||||
5.50% Senior Notes due March 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.50% | ||||||||||||||||||||||||||
Amount borrowed | $ 1,000 | ||||||||||||||||||||||||||
5.375% Senior Notes due March 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.375% | ||||||||||||||||||||||||||
Amount borrowed | $ 2,000 | ||||||||||||||||||||||||||
Repurchased face amount | $ 291 | ||||||||||||||||||||||||||
Redemption price percentage (as a percent) | 100.00% | 100.00% | |||||||||||||||||||||||||
5.875% Senior Notes due May 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.875% | ||||||||||||||||||||||||||
Amount borrowed | $ 3,250 | ||||||||||||||||||||||||||
4.50% Senior Notes Due 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.50% | ||||||||||||||||||||||||||
Amount borrowed | € | € 1,500 | ||||||||||||||||||||||||||
6.125% Senior Notes due April 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.125% | ||||||||||||||||||||||||||
Amount borrowed | $ 3,250 | ||||||||||||||||||||||||||
6.125% Senior Notes due May 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.125% | ||||||||||||||||||||||||||
9.00% Senior Notes due December 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 9.00% | ||||||||||||||||||||||||||
Amount borrowed | $ 1,500 | ||||||||||||||||||||||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||||||||||||||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||||||||||||||||||||
Senior Unsecured Notes | 7.00% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.00% | 7.00% | |||||||||||||||||||||||||
Senior Unsecured Notes | 6.75% Senior Notes due in August 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | ||||||||||||||||||||||||
Repayments of long-term debt | $ 578 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 7.25% Senior Notes due in July 2022 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.25% | 7.25% | 7.25% | ||||||||||||||||||||||||
Repayments of long-term debt | $ 550 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 6.375% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.375% | 6.375% | |||||||||||||||||||||||||
Repayments of long-term debt | $ 146 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 6.75% Senior Notes due August 2018 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repayments of long-term debt | $ 500 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 7.50% Senior Notes due July 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 7.50% | 7.50% | 7.50% | ||||||||||||||||||||||||
Repayments of long-term debt | $ 1,483 | $ 17 | $ 125 | ||||||||||||||||||||||||
Loss on extinguishment of debt | $ 43 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 5.625 % Senior Notes due December 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.625% | 5.625% | |||||||||||||||||||||||||
Senior Unsecured Notes | 5.50% Senior Notes due March 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.50% | 5.50% | |||||||||||||||||||||||||
Senior Unsecured Notes | 5.375% Senior Notes due March 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.375% | 5.375% | 5.375% | ||||||||||||||||||||||||
Repayments of long-term debt | $ 691 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 5.875% Senior Notes due May 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 5.875% | 5.875% | |||||||||||||||||||||||||
Senior Unsecured Notes | 4.50% Senior Notes Due 2023 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 4.50% | 4.50% | |||||||||||||||||||||||||
Senior Unsecured Notes | 6.125% Senior Notes due April 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.125% | 6.125% | |||||||||||||||||||||||||
Senior Unsecured Notes | 9.00% Senior Notes due December 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 9.00% | 9.00% | |||||||||||||||||||||||||
Senior Unsecured Notes | 9.25% Senior Notes Due April 2026 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 9.25% | 9.25% | |||||||||||||||||||||||||
Senior Unsecured Notes | 8.50% Senior Notes Due January 2027 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||||||||||||||||||||
Proceeds from issuance of long-term debt | $ 750 | ||||||||||||||||||||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||||||||||||||||||||
Senior Unsecured Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 26 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 6.75% Senior Notes due in August 2021 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repurchased face amount | 72 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 6.375% Senior Notes due in October 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 6.375% | ||||||||||||||||||||||||||
Repurchased face amount | 411 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 5.375% Senior Notes due March 2020 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Repurchased face amount | $ 1,017 | ||||||||||||||||||||||||||
Senior Unsecured Notes | 9.00% Senior Notes due December 2025 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 9.00% | ||||||||||||||||||||||||||
Senior Unsecured Notes | 9.25% Senior Notes Due April 2026 | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Stated interest rate | 9.25% | ||||||||||||||||||||||||||
Amount borrowed | $ 1,500 | ||||||||||||||||||||||||||
Redemption price percentage (as a percent) | 100.00% | ||||||||||||||||||||||||||
Maximum percentage of the aggregate principal amount that may be redeemed with the net proceeds of certain equity offerings | 40.00% | ||||||||||||||||||||||||||
Senior Notes | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||
Redemption price percentage due to change in control (as a percent) | 101.00% |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 6.23% | 6.07% |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities, Schedule of Maturities and Mandatory Payments of Debt Obligations (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,019 | $ 228 | |
2,020 | 303 | |
2,021 | 1,003 | |
2,022 | 1,553 | |
2,023 | 6,348 | |
Thereafter | 15,197 | |
Total gross maturities | 24,632 | $ 25,752 |
Unamortized discounts | (327) | |
Total long-term debt and other | $ 24,305 | $ 25,444 |
FINANCING ARRANGEMENTS - Matu_2
FINANCING ARRANGEMENTS - Maturities, Narrative (Details) - USD ($) $ in Millions | Jan. 29, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | $ 10,101 | $ 14,203 | $ 2,436 | |
Subsequent event | Revolving credit facility | Term Loans | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | $ 100 |
PENSION AND POSTRETIREMENT EM_3
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018USD ($)defined_benefit_plan | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Future benefit payments period | 10 years | |||
Contributions recognized | $ 36 | $ 22 | $ 28 | |
Pension Benefit Plans | Non-U.S. Plans | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Expected unrecognized prior service credits during next year | 1 | |||
Expected unrecognized loss during next year | 1 | |||
Estimated company contributions in next fiscal year | $ 7 | |||
Percentage of expected return on plan assets | 3.66% | 3.84% | 5.46% | |
Pension Benefit Plans | Ireland | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Number of defined benefit plans | defined_benefit_plan | 2 | |||
Percentage of expected return on plan assets | 3.75% | |||
Percentage allocation of fund | 93.00% | 92.00% | ||
Pension Benefit Plans | Ireland | Scenario, Forecast | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Percentage of expected return on plan assets | 3.50% | |||
Pension Benefit Plans | U.S. Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Estimated company contributions in next fiscal year | $ 2 | |||
Percentage of expected return on plan assets | 7.50% | 7.50% | 7.50% | |
Pension Benefit Plans | U.S. Plan | Scenario, Forecast | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Percentage of expected return on plan assets | 7.25% | |||
Postretirement Benefit Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Employer contribution maximum age | 65 years | |||
Estimated company contributions in next fiscal year | $ 5 | |||
Percentage of expected return on plan assets | 0.00% | 0.00% | 5.50% | |
Postretirement Benefit Plan | U.S. Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Expected unrecognized prior service credits during next year | $ 3 |
PENSION AND POSTRETIREMENT EM_4
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
U.S. Postretirement Benefit Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Unrecognized actuarial losses | $ (1) | $ (4) | $ (6) |
Unrecognized prior service credits | 17 | 20 | 23 |
U.S. Plan | Pension Benefit Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Unrecognized actuarial losses | (31) | (18) | (26) |
Unrecognized prior service credits | 0 | 0 | 0 |
Non-U.S. Plans | Pension Benefit Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Unrecognized actuarial losses | (50) | (56) | (61) |
Unrecognized prior service credits | $ 27 | $ 29 | $ 26 |
PENSION AND POSTRETIREMENT EM_5
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of net periodic benefit cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 1 | 2 | 2 |
Expected return on plan assets | 0 | 0 | 0 |
Amortization of net loss | 0 | 0 | 0 |
Amortization of prior service credit | (2) | (3) | (3) |
Other | 0 | 0 | 0 |
Net periodic (benefit) cost | (1) | (1) | (1) |
U.S. Plan | Pension Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 2 | 2 | 2 |
Interest cost | 7 | 8 | 8 |
Expected return on plan assets | (15) | (13) | (13) |
Amortization of net loss | 0 | 0 | 0 |
Amortization of prior service credit | 0 | 0 | 0 |
Other | 0 | 0 | 0 |
Net periodic (benefit) cost | (6) | (3) | (3) |
Non-U.S. Plans | Pension Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 3 | 3 | 3 |
Interest cost | 5 | 5 | 6 |
Expected return on plan assets | (5) | (5) | (7) |
Amortization of net loss | 1 | 2 | 0 |
Amortization of prior service credit | (1) | (1) | (1) |
Other | 0 | 0 | 2 |
Net periodic (benefit) cost | $ 3 | $ 4 | $ 3 |
PENSION AND POSTRETIREMENT EM_6
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Change in Benefit Obligation, Plan Assets and Funded Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. Postretirement Benefit Plan | |||
Change in Projected benefit Obligation | |||
Projected benefit obligation, beginning of year | $ 48 | $ 52 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 1 | 2 | 2 |
Employee contributions | 1 | 1 | |
Settlements | 0 | 0 | |
Benefits paid | (5) | (6) | |
Actuarial (gains) losses | (4) | (1) | |
Currency translation adjustments | 0 | 0 | |
Projected benefit obligation, end of year | 41 | 48 | 52 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employee contributions | 1 | 1 | |
Company contributions | 4 | 5 | |
Settlements | 0 | 0 | |
Benefits paid | (5) | (6) | |
Currency translation adjustments | 0 | 0 | |
Fair value of plan assets, end of year | 0 | 0 | 0 |
Funded Status at end of year | (41) | (48) | |
Recognized as: | |||
Accrued and other current liabilities | (5) | (6) | |
Other non-current liabilities | (36) | (42) | |
U.S. Plan | Pension Benefit Plans | |||
Change in Projected benefit Obligation | |||
Projected benefit obligation, beginning of year | 234 | 230 | |
Service cost | 2 | 2 | 2 |
Interest cost | 7 | 8 | 8 |
Employee contributions | 0 | 0 | |
Settlements | 0 | 0 | |
Benefits paid | (16) | (15) | |
Actuarial (gains) losses | (13) | 9 | |
Currency translation adjustments | 0 | 0 | |
Projected benefit obligation, end of year | 214 | 234 | 230 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 206 | 181 | |
Actual return on plan assets | (11) | 30 | |
Employee contributions | 0 | 0 | |
Company contributions | 8 | 10 | |
Settlements | 0 | 0 | |
Benefits paid | (16) | (15) | |
Currency translation adjustments | 0 | 0 | |
Fair value of plan assets, end of year | 187 | 206 | 181 |
Funded Status at end of year | (27) | (28) | |
Recognized as: | |||
Accrued and other current liabilities | 0 | 0 | |
Other non-current liabilities | (27) | (28) | |
Non-U.S. Plans | Pension Benefit Plans | |||
Change in Projected benefit Obligation | |||
Projected benefit obligation, beginning of year | 254 | 230 | |
Service cost | 3 | 3 | 3 |
Interest cost | 5 | 5 | 6 |
Employee contributions | 0 | 0 | |
Settlements | (2) | (1) | |
Benefits paid | (5) | (4) | |
Actuarial (gains) losses | (10) | (9) | |
Currency translation adjustments | (10) | 30 | |
Projected benefit obligation, end of year | 235 | 254 | 230 |
Change in Plan Assets | |||
Fair value of plan assets, beginning of year | 155 | 128 | |
Actual return on plan assets | (2) | 7 | |
Employee contributions | 0 | 0 | |
Company contributions | 7 | 7 | |
Settlements | (2) | (1) | |
Benefits paid | (5) | (4) | |
Currency translation adjustments | (6) | 18 | |
Fair value of plan assets, end of year | 147 | 155 | $ 128 |
Funded Status at end of year | (88) | (99) | |
Recognized as: | |||
Accrued and other current liabilities | (2) | (2) | |
Other non-current liabilities | $ (86) | $ (97) |
PENSION AND POSTRETIREMENT EM_7
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Underfunded Plans (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
U.S. Plan | ||
Underfunded plans having accumulated benefit obligations exceeding the fair value of plan assets | ||
Projected benefit obligation | $ 214 | $ 234 |
Accumulated benefit obligation | 214 | 234 |
Fair value of plan assets | 187 | 206 |
Non-U.S. Plans | ||
Underfunded plans having accumulated benefit obligations exceeding the fair value of plan assets | ||
Projected benefit obligation | 235 | 254 |
Accumulated benefit obligation | 225 | 244 |
Fair value of plan assets | $ 147 | $ 155 |
PENSION AND POSTRETIREMENT EM_8
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Future benefit payments for the pension benefit plans (Details) $ in Millions | Dec. 31, 2018USD ($) |
Pension Benefit Plans | U.S. Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | $ 14 |
2,020 | 18 |
2,021 | 18 |
2,022 | 18 |
2,023 | 17 |
2024-2028 | 79 |
Pension Benefit Plans | Non-U.S. Plans | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | 5 |
2,020 | 5 |
2,021 | 6 |
2,022 | 6 |
2,023 | 6 |
2024-2028 | 37 |
U.S. Postretirement Benefit Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2,019 | 5 |
2,020 | 5 |
2,021 | 4 |
2,022 | 4 |
2,023 | 4 |
2024-2028 | $ 14 |
PENSION AND POSTRETIREMENT EM_9
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Weighted-average assumptions used to determine net periodic benefit costs and benefit obligations (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Benefit Plans | U.S. Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - for determining net periodic (benefit) cost | 3.56% | 4.04% | 4.34% |
Expected rate of return on plan assets - for determining net periodic (benefit) cost | 7.50% | 7.50% | 7.50% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Discount rate - for determining benefit obligation | 4.25% | 3.56% | |
Rate of compensation increase - for determining benefit obligation | 0.00% | 0.00% | |
Pension Benefit Plans | Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - for determining net periodic (benefit) cost | 2.29% | 2.08% | 2.74% |
Expected rate of return on plan assets - for determining net periodic (benefit) cost | 3.66% | 3.84% | 5.46% |
Rate of compensation increase | 2.87% | 2.64% | 2.87% |
Discount rate - for determining benefit obligation | 2.39% | 2.29% | |
Rate of compensation increase - for determining benefit obligation | 2.89% | 2.87% | |
U.S. Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate - for determining net periodic (benefit) cost | 3.47% | 3.85% | 4.13% |
Expected rate of return on plan assets - for determining net periodic (benefit) cost | 0.00% | 0.00% | 5.50% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Discount rate - for determining benefit obligation | 4.16% | 3.47% | |
Rate of compensation increase - for determining benefit obligation | 0.00% | 0.00% |
PENSION AND POSTRETIREMENT E_10
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Actual Asset Allocations (Details) - Pension Benefit Plans | Dec. 31, 2018 | Dec. 31, 2017 |
U.S. Plan | Equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 52.00% | 60.00% |
U.S. Plan | Fixed income securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 47.00% | 30.00% |
U.S. Plan | Other | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 1.00% | 10.00% |
Non-U.S. Plans | Cash and cash equivalents | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 5.00% | 9.00% |
Non-U.S. Plans | Equity securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 20.00% | 23.00% |
Non-U.S. Plans | Fixed income securities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 69.00% | 66.00% |
Non-U.S. Plans | Other | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined benefit plan, percentage of actual plan asset allocations | 6.00% | 2.00% |
PENSION AND POSTRETIREMENT E_11
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Fair value of pension and postretirement benefit plan assets assumed in connection with the Acquisition (Details) - Pension Benefit Plans - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | $ 187 | $ 206 | $ 181 |
Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 147 | 155 | $ 128 |
Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 187 | 206 | |
Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 147 | 155 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 2 | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 7 | 14 | |
Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 185 | 206 | |
Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 140 | 141 | |
Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 2 | 0 | |
Cash and cash equivalents | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 7 | 14 | |
Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 2 | 0 | |
Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 7 | 14 | |
Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. broad market | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 51 | 76 | |
U.S. broad market | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
U.S. broad market | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 51 | 76 | |
U.S. broad market | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Emerging markets | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 13 | 19 | |
Emerging markets | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 1 | 1 | |
Emerging markets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Emerging markets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Emerging markets | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 13 | 19 | |
Emerging markets | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 1 | 1 | |
Emerging markets | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Emerging markets | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Worldwide developed markets | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 21 | 29 | |
Worldwide developed markets | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 29 | 35 | |
Worldwide developed markets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Worldwide developed markets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Worldwide developed markets | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 21 | 29 | |
Worldwide developed markets | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 29 | 35 | |
Worldwide developed markets | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Worldwide developed markets | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Non-U.S. Other Assets | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 13 | 20 | |
Non-U.S. Other Assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Non-U.S. Other Assets | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 13 | 20 | |
Non-U.S. Other Assets | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Investment grade | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 87 | 62 | |
Investment grade | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 9 | 10 | |
Investment grade | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Investment grade | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Investment grade | Significant Other Observable Inputs (Level 2) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 87 | 62 | |
Investment grade | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 9 | 10 | |
Investment grade | Significant Unobservable Inputs (Level 3) | Recurring basis | U.S. Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Investment grade | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global high yield | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 2 | 4 | |
Global high yield | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Global high yield | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 2 | 4 | |
Global high yield | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Government bond funds | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 90 | 88 | |
Government bond funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Government bond funds | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 90 | 88 | |
Government bond funds | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other assets | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 9 | 3 | |
Other assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Other assets | Significant Other Observable Inputs (Level 2) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | 9 | 3 | |
Other assets | Significant Unobservable Inputs (Level 3) | Recurring basis | Non-U.S. Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Fair value of plan assets | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | Apr. 30, 2018 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2014 |
Components and classification of share-based compensation expense | |||||||
Restructuring and integration costs | $ 22,000,000 | $ 52,000,000 | $ 132,000,000 | ||||
Chief Executive Officer | |||||||
Components and classification of share-based compensation expense | |||||||
Share-based compensation expense | $ 28,000,000 | ||||||
Aggregate value of long term incentive awards | $ 10,000,000 | ||||||
Chief Executive Officer | Performance-Based Restricted Stock Units | |||||||
Components and classification of share-based compensation expense | |||||||
Number of shares canceled (in shares) | 933,000 | ||||||
Chief Executive Officer | Employee Severance | |||||||
Components and classification of share-based compensation expense | |||||||
Restructuring and integration costs | $ 9,000,000 | ||||||
Chief Executive Officer | Special Termination Benefits | |||||||
Components and classification of share-based compensation expense | |||||||
Restructuring and integration costs | $ 2,000,000 | ||||||
2011 Omnibus Incentive Plan | |||||||
Components and classification of share-based compensation expense | |||||||
Shares reserved for future issuance (in shares) | 20,000,000 | ||||||
Number of shares available for future grants (in shares) | 14,423,000 | ||||||
Omnibus Incentive Plan 2014 | |||||||
Components and classification of share-based compensation expense | |||||||
Number of additional shares available for issuance (in shares) | 11,900,000 | ||||||
Omnibus Incentive Plan 2014 | Nonemployee Director | |||||||
Components and classification of share-based compensation expense | |||||||
Aggregate fair market value on awards granted during any calendar year | $ 750,000 | ||||||
Maximum | 2011 Omnibus Incentive Plan | |||||||
Components and classification of share-based compensation expense | |||||||
Total number of shares approved for grant by the Company under the share-based compensation plans (in shares) | 18,000,000 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components and classification of share-based compensation expense | |||
Share-based compensation | $ 87 | $ 87 | $ 165 |
Research and development expenses | |||
Components and classification of share-based compensation expense | |||
Share-based compensation | 9 | 8 | 7 |
Selling, general and administrative expenses | |||
Components and classification of share-based compensation expense | |||
Share-based compensation | 78 | 79 | 158 |
Stock options | |||
Components and classification of share-based compensation expense | |||
Share-based compensation | 23 | 18 | 16 |
RSUs | |||
Components and classification of share-based compensation expense | |||
Share-based compensation | $ 64 | $ 69 | $ 149 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Options (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Method and assumptions on valuation of stock options | |||
Risk-free interest rate | 2.70% | ||
Additional disclosures | |||
Proceeds from exercise of stock options | $ 2 | $ 0 | $ 33 |
Stock options | |||
Method and assumptions on valuation of stock options | |||
Expected stock option life (years) | 3 years | 3 years | 3 years 3 months 18 days |
Expected volatility | 54.00% | 67.30% | 75.00% |
Risk-free interest rate | 2.70% | 1.80% | 1.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Options | |||
Beginning of the period (in shares) | 4.5 | ||
Granted (in shares) | 2.1 | ||
Exercised (in shares) | (0.2) | ||
Expired or forfeited (in shares) | (0.5) | ||
End of the period (in shares) | 5.9 | 4.5 | |
Vested and expected to vest at the end of the period (in shares) | 5.5 | ||
Vested and exercisable at the end of the period (in shares) | 2.2 | ||
Weighted- Average Exercise Price Per Share | |||
Beginning of the period (in dollars per share) | $ 34.65 | ||
Granted (in dollars per share) | 15.52 | ||
Exercised (in dollars per share) | 16.73 | ||
Expired or forfeited (in dollars per share) | 37.47 | ||
End of the period (in dollars per share) | 27.88 | $ 34.65 | |
Vested and expected to vest at the end of the period (in dollars per share) | 28.61 | ||
Vested and exercisable at the end of the period (in dollars per share) | $ 43.85 | ||
Weighted- Average Remaining Contractual Term (Years) | |||
Outstanding at the end of the period | 7 years 10 months 24 days | ||
Vested and expected to vest at the end of the period | 7 years 10 months 24 days | ||
Vested and exercisable at the end of the period | 6 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 11 | ||
Vested and expected to vest at the end of the period | 10 | ||
Vested and exercisable at the end of the period | $ 2 | ||
Additional disclosures | |||
Weighted-average grant date fair value of stock options (in dollars per share) | $ 7.83 | $ 5.97 | $ 14.50 |
Intrinsic value of stock options exercised in the period | $ 1 | $ 1 | $ 65 |
Proceeds from exercise of stock options | 2 | 1 | 33 |
Remaining unrecognized compensation expense related to non-vested awards | $ 18 | ||
Weighted-average remaining requisite service period over which unrecognized compensation cost is expected to be amortized | 1 year 5 months 30 days | ||
Fair value of stock options vested | $ 17 | $ 20 | $ 26 |
Vesting Period One | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Vesting Period One | Stock options | |||
Share-based compensation | |||
Percentage of stock options that will vest on each of the first, second, third and fourth anniversaries from the date of grant | 33.00% | ||
Vesting Period Two | |||
Share-based compensation | |||
Vesting period | 4 years | ||
Vesting Period Two | Stock options | |||
Share-based compensation | |||
Percentage of stock options that will vest on each of the first, second, third and fourth anniversaries from the date of grant | 25.00% |
SHARE-BASED COMPENSATION - RSUs
SHARE-BASED COMPENSATION - RSUs (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Method and assumptions on valuation of stock options | |||
Risk-free interest rate | 2.70% | ||
RSUs | |||
Share-based compensation | |||
Percentage of vesting rights | 33.00% | ||
Vesting period | 3 years | ||
Time-Based RSUs | |||
Share-based compensation | |||
Remaining unrecognized compensation expense related to non-vested awards | $ 47 | ||
Weighted-average remaining requisite service period over which unrecognized compensation cost is expected to be amortized | 1 year 9 months 24 days | ||
Total fair value | $ 30 | $ 58 | $ 43 |
RSUs | |||
Beginning of the period (in shares) | 4,700,000 | ||
Granted (in shares) | 3,000,000 | ||
Vested (in shares) | (1,500,000) | ||
Forfeited (in shares) | (400,000) | ||
End of the period (in shares) | 5,800,000 | 4,700,000 | |
Weighted- Average Grant-Date Fair Value Per Share | |||
Beginning of the period (in dollars per share) | $ 19.09 | ||
Granted (in dollars per share) | 17.59 | ||
Vested (in dollars per share) | 20.19 | ||
Forfeited (in dollars per share) | 16.48 | ||
End of the period (in dollars per share) | $ 18.29 | $ 19.09 | |
Performance-Based Restricted Stock Units | |||
Share-based compensation | |||
Remaining unrecognized compensation expense related to non-vested awards | $ 24 | ||
Weighted-average remaining requisite service period over which unrecognized compensation cost is expected to be amortized | 1 year 8 months 24 days | ||
Maximum common shares issuable upon vesting (in shares) | 2,860,510 | ||
RSUs | |||
Beginning of the period (in shares) | 1,800,000 | ||
Granted (in shares) | 878,000 | ||
Vested (in shares) | (100,000) | ||
Forfeited (in shares) | (1,100,000) | ||
End of the period (in shares) | 1,500,000 | 1,800,000 | |
Weighted- Average Grant-Date Fair Value Per Share | |||
Beginning of the period (in dollars per share) | $ 48.55 | ||
Granted (in dollars per share) | 24.44 | ||
Vested (in dollars per share) | 247.04 | ||
Forfeited (in dollars per share) | 39.63 | ||
End of the period (in dollars per share) | $ 34.06 | $ 48.55 | |
Method and assumptions on valuation of stock options | |||
Contractual term (years) | 3 years | 3 years | |
Expected Company share volatility | 54.20% | ||
Expected Company share volatility, minimum | 67.20% | 78.20% | |
Expected Company share volatility, maximum | 77.20% | 81.40% | |
Risk-free interest rate, minimum | 1.70% | 1.00% | |
Risk-free interest rate, maximum | 1.80% | 1.20% | |
Performance-Based Restricted Stock Units | Minimum | |||
Method and assumptions on valuation of stock options | |||
Contractual term (years) | 3 years | ||
Performance-Based Restricted Stock Units | Maximum | |||
Method and assumptions on valuation of stock options | |||
Contractual term (years) | 4 years | ||
TSR Performance-Based Restricted Stock Units | |||
RSUs | |||
Granted (in shares) | 469,000 | ||
Weighted- Average Grant-Date Fair Value Per Share | |||
Granted (in dollars per share) | $ 29.35 | ||
ROTC Performance-Based Restricted Stock Units | |||
RSUs | |||
Granted (in shares) | 409,000 | ||
Weighted- Average Grant-Date Fair Value Per Share | |||
Granted (in dollars per share) | $ 18.80 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | $ 2,815 | $ 5,944 | $ 3,258 | $ 6,029 |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (2,111) | (1,877) | ||
Pension adjustment, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (26) | (19) | ||
Ending Balance | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | $ (2,137) | $ (1,896) | $ (2,108) | $ (1,542) |
RESEARCH AND DEVELOPMENT - Sche
RESEARCH AND DEVELOPMENT - Schedule of Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development [Abstract] | |||
Product related research and development | $ 376 | $ 328 | $ 385 |
Quality assurance | 37 | 33 | 36 |
Research and development | $ 413 | $ 361 | $ 421 |
OTHER (INCOME) EXPENSE , NET -
OTHER (INCOME) EXPENSE , NET - Schedule of Other Expense (Income), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Other Income And Expenses [Line Items] | |||
Net loss (gain) on other sales of assets | $ 6 | $ 37 | $ (6) |
Litigation and other matters | (27) | 226 | 59 |
Other, net | 0 | 1 | 20 |
Other (income) expense, net | (21) | (353) | 73 |
Skincare Brand | |||
Schedule Of Other Income And Expenses [Line Items] | |||
(Gain) loss on sale of business | 0 | (309) | 0 |
iNova | |||
Schedule Of Other Income And Expenses [Line Items] | |||
(Gain) loss on sale of business | 0 | (309) | 0 |
Dendreon | |||
Schedule Of Other Income And Expenses [Line Items] | |||
(Gain) loss on sale of business | 0 | (97) | 0 |
Sprout | |||
Schedule Of Other Income And Expenses [Line Items] | |||
(Gain) loss on sale of business | $ 0 | $ 98 | $ 0 |
OTHER (INCOME) EXPENSE , NET _2
OTHER (INCOME) EXPENSE , NET - Narrative (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Mar. 01, 2018 | Dec. 28, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Other Income And Expenses [Line Items] | |||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ 27 | $ (226) | $ (59) | ||||
Salix | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Favorable (unfavorable) adjustment, litigation and other matters | (90) | ||||||
Salix | Xifaxan®, Relistor® and Apriso® | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ 39 | ||||||
Salix Ltd. SEC Investigation Litigation | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ 40 | $ 40 | |||||
Allergan Shareholder Class Actions | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Litigation settlements | $ 290 | ||||||
Allergan Shareholder Class Actions | Valeant Co Parties | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Litigation settlements | 96 | ||||||
Solodyn Antitrust Class Actions | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Litigation settlements | 93 | ||||||
Mimetogen Pharmaceuticals Litigation | |||||||
Schedule Of Other Income And Expenses [Line Items] | |||||||
Litigation settlements | $ 26 | $ 20 | $ 20 |
INCOME TAXES - Components of Be
INCOME TAXES - Components of Benefit from Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of loss before benefit of income taxes | |||
Domestic | $ (1,475) | $ (2,032) | $ (1,804) |
Foreign | (2,679) | 291 | (631) |
Loss before benefit from income taxes | (4,154) | (1,741) | (2,435) |
Current: | |||
Domestic | 0 | (20) | 0 |
Foreign | (327) | (146) | (241) |
Total | (327) | (166) | (241) |
Deferred: | |||
Domestic | 17 | (2) | 0 |
Foreign | 320 | 4,313 | 268 |
Total | 337 | 4,311 | 268 |
(Provision for) benefit from income taxes | $ 10 | $ 4,145 | $ 27 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Expected Canadian statutory rate | 26.90% | 26.90% | 26.90% |
Loss before benefit from income taxes | $ (4,154) | $ (1,741) | $ (2,435) |
Benefit from income taxes | |||
Expected benefit from income taxes at Canadian statutory rate | 1,117 | 468 | 655 |
Non-deductible amount of share-based compensation | (10) | (37) | (30) |
Adjustments to tax attributes | (4) | (242) | 147 |
Impact of changes in enacted income tax rates | 0 | 747 | 0 |
Canadian tax impact of foreign exchange gain or loss on U.S. dollar denominated debt held by BHC and its Canadian Affiliates | (8) | 157 | (11) |
Change in valuation allowance related to foreign tax credits and NOLs | (3) | 139 | (155) |
Change in valuation allowance on Canadian deferred tax assets and tax rate changes | (867) | (517) | (472) |
Change in uncertain tax positions | (47) | (65) | (10) |
Foreign tax rate differences | (3) | 933 | (101) |
Goodwill impairment | (488) | (139) | (377) |
Tax differences on divestitures of businesses | 0 | 203 | 0 |
Tax benefit on intra-entity transfers | 356 | 2,480 | 399 |
Other | (33) | 18 | (18) |
(Provision for) benefit from income taxes | $ 10 | $ 4,145 | $ 27 |
INCOME TAXES - Tax Effect of Ma
INCOME TAXES - Tax Effect of Major Items Recorded as Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 2,886 | $ 2,485 |
Provisions | 519 | 589 |
Research and development tax credits | 143 | 140 |
Scientific Research and Experimental Development pool | 52 | 57 |
Tax credit carryforwards | 46 | 59 |
Deferred revenue | 4 | 11 |
Unrealized FX on U.S. dollar debt and other financing cost | 262 | 61 |
Prepaid expenses | 44 | 0 |
Share-based compensation | 24 | 22 |
Total deferred tax assets | 3,980 | 3,424 |
Less valuation allowance | (2,913) | (2,001) |
Net deferred tax assets | 1,067 | 1,423 |
Deferred tax liabilities: | ||
Intangible assets | 163 | 2,014 |
Plant, equipment and technology | 55 | 18 |
Outside basis differences | 29 | 28 |
Prepaid expenses | 0 | 35 |
Other | 29 | 75 |
Total deferred tax liabilities | 276 | 2,170 |
Net deferred tax asset | $ 791 | |
Net deferred tax liability | $ (747) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) $ in Millions, $ in Millions | Aug. 08, 2017USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)subsidiary | Dec. 31, 2018CAD ($)subsidiary | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 09, 2018USD ($) |
Income Tax [Line Items] | ||||||||
Tax Act - provisional net tax benefits | $ 975 | |||||||
Tax Act - re-measurement of certain deferred tax assets and liabilities, income tax expense (benefit) | (774) | |||||||
Tax Act - one-time transition tax on certain foreign earnings, income tax expense (benefit) | (88) | |||||||
Tax Act - decrease in deferred tax asset attributable to certain legal accruals, income tax expense (benefit) | 10 | |||||||
Tax Act - Outside basis differences in certain foreign subsidiaries, income tax expense (benefit) | $ (299) | $ 299 | ||||||
Reversal of previously established deferred tax liability, benefit | 1,900 | |||||||
Net benefit related to the carryback of losses | 400 | 400 | ||||||
Valuation allowance against deferred tax assets | 2,001 | $ 2,913 | 2,001 | |||||
Provisional deferred tax benefit related to intentions to amend prior tax filings | 84 | |||||||
Unrecognized tax benefits including interest and penalties | 598 | 654 | 598 | |||||
Portion of unrecognized tax benefits, if recognized, would affect the Company's effective tax rate | 273 | 345 | 273 | |||||
Unrecognized tax benefits, net increase for tax positions of current year | 18 | 147 | ||||||
Unrecognized tax benefits, net increase for tax positions of prior years | 38 | 28 | ||||||
Accrued interest and penalties related to unrecognized tax benefits | 41 | 42 | 41 | |||||
Increase (decrease) recognized in interest and penalties | $ 1 | 2 | ||||||
Number of subsidiaries file federal income tax returns in Canada (or more) | subsidiary | 1 | 1 | ||||||
Restricted cash | 77 | $ 2 | 77 | 0 | $ 77 | |||
Estimated unrecognized tax benefits realized in next twelve months | 0 | |||||||
Letter of credit | $ 77 | |||||||
Income tax benefit | 10 | 4,145 | $ 27 | |||||
Canadian Federal and Provincial | ||||||||
Income Tax [Line Items] | ||||||||
Increase in valuation allowance | 912 | 144 | ||||||
Accumulated losses available for federal and provincial purposes | 5,047 | 5,655 | 5,047 | |||||
Unclaimed investment tax credits and research and development credits | 37 | 34 | 37 | |||||
Valuation allowance against deferred tax assets | 1,576 | 2,470 | 1,576 | |||||
Canadian Federal and Provincial | Pooled Scientific Research and Experimental Development | ||||||||
Income Tax [Line Items] | ||||||||
Tax credit carryforward | 210 | 192 | 210 | |||||
United States - Federal | ||||||||
Income Tax [Line Items] | ||||||||
Accumulated losses available for federal and provincial purposes | 1,703 | 1,552 | 1,703 | |||||
Unclaimed investment tax credits and research and development credits | $ 95 | $ 97 | 95 | |||||
Foreign tax credits reversal | $ 342 | |||||||
Foreign | Canada Revenue Agency | ||||||||
Income Tax [Line Items] | ||||||||
Notice of tax assessment, aggregate amount of possible loss | $ 88 | |||||||
Estimate of possible loss, amount not subject to full valuation allowance | $ 2 | |||||||
Foreign | Australian Taxation Office | ||||||||
Income Tax [Line Items] | ||||||||
Notice of tax assessment, aggregate amount of possible loss | $ 117 | |||||||
Foreign | Polish Tax Authorities | Scenario, Forecast | ||||||||
Income Tax [Line Items] | ||||||||
Income tax benefit | $ 32 |
INCOME TAXES - Federal Income T
INCOME TAXES - Federal Income Tax Returns by Jurisdiction (Details) | 12 Months Ended |
Dec. 31, 2018 | |
United States - Federal | Minimum | |
Income Taxes | |
Open Years | 2,014 |
United States - Federal | Maximum | |
Income Taxes | |
Open Years | 2,017 |
Canada | Minimum | |
Income Taxes | |
Open Years | 2,005 |
Canada | Maximum | |
Income Taxes | |
Open Years | 2,017 |
Germany | Minimum | |
Income Taxes | |
Open Years | 2,013 |
Germany | Maximum | |
Income Taxes | |
Open Years | 2,017 |
France | Minimum | |
Income Taxes | |
Open Years | 2,013 |
France | Maximum | |
Income Taxes | |
Open Years | 2,017 |
China | Minimum | |
Income Taxes | |
Open Years | 2,015 |
China | Maximum | |
Income Taxes | |
Open Years | 2,017 |
Ireland | Minimum | |
Income Taxes | |
Open Years | 2,013 |
Ireland | Maximum | |
Income Taxes | |
Open Years | 2,017 |
Netherlands | Minimum | |
Income Taxes | |
Open Years | 2,015 |
Netherlands | Maximum | |
Income Taxes | |
Open Years | 2,017 |
Australia | Minimum | |
Income Taxes | |
Open Years | 2,011 |
Australia | Maximum | |
Income Taxes | |
Open Years | 2,017 |
INCOME TAXES - Reconciliation S
INCOME TAXES - Reconciliation Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 598 | $ 423 | $ 344 |
Additions based on tax positions related to the current year | 18 | 145 | 16 |
Additions for tax positions of prior years | 55 | 57 | 96 |
Reductions for tax positions of prior years | (11) | (18) | (20) |
Lapse of statute of limitations | (6) | (9) | (13) |
Balance, end of year | $ 654 | $ 598 | $ 423 |
(LOSS) EARNINGS PER SHARE - Sch
(LOSS) EARNINGS PER SHARE - Schedule of Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ (344) | $ (350) | $ (873) | $ (2,581) | $ 513 | $ 1,301 | $ (38) | $ 628 | $ (4,148) | $ 2,404 | $ (2,409) |
Basic weighted-average number of common shares outstanding (in shares) | 351.3 | 350.2 | 347.3 | ||||||||
Dilutive effect of stock options, RSUs and other (in shares) | 0 | 1.6 | 0 | ||||||||
Diluted weighted-average number of common shares outstanding (in shares) | 351.3 | 351.8 | 347.3 | ||||||||
(Loss) earnings per share attributable to Bausch Health Companies Inc. | |||||||||||
Basic (in dollars per share) | $ (0.98) | $ (1) | $ (2.49) | $ (7.36) | $ 1.46 | $ 3.71 | $ (0.11) | $ 1.80 | $ (11.81) | $ 6.86 | $ (6.94) |
Diluted (in dollars per share) | $ (0.98) | $ (1) | $ (2.49) | $ (7.36) | $ 1.45 | $ 3.69 | $ (0.11) | $ 1.79 | $ (11.81) | $ 6.83 | $ (6.94) |
(LOSS) EARNINGS PER SHARE - Nar
(LOSS) EARNINGS PER SHARE - Narrative (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Compensation Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from computation of diluted earnings per share, effect anti-dilutive (in shares) | 3,763 | 2,795 | |
Stock options, Time-based RSUs, Performance-based RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Excluded from computation of diluted earnings per share, effect anti-dilutive (in shares) | 4,185 | 7,050 | 7,825 |
SUPPLEMENTAL CASH FLOW DISCLO_3
SUPPLEMENTAL CASH FLOW DISCLOSURES - Schedule of Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Payments | |||
Interest paid | $ 1,665 | $ 1,708 | $ 1,718 |
Income taxes paid | $ 138 | $ 179 | $ 149 |
LEGAL PROCEEDINGS - Narrative (
LEGAL PROCEEDINGS - Narrative (Details) | Jan. 28, 2019USD ($) | Sep. 28, 2018USD ($) | May 01, 2018USD ($) | Apr. 12, 2018USD ($) | Mar. 01, 2018USD ($) | Dec. 28, 2017USD ($) | Dec. 07, 2017insurance_policy_period | Jun. 30, 2017USD ($) | Apr. 14, 2017claim | Mar. 24, 2017case | Jul. 21, 2016USD ($) | May 31, 2016case | Feb. 16, 2016claim | Oct. 30, 2015case | Apr. 06, 2015action | Jan. 31, 2019case | Apr. 30, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 31, 2018USD ($) | Apr. 30, 2016USD ($) | Nov. 30, 2014USD ($) | Sep. 16, 2016action | Dec. 31, 2018USD ($)groupcaseaction | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015case | Feb. 15, 2019entity | Feb. 11, 2019plantiff | Dec. 20, 2018plantiff | Dec. 04, 2018class | Jan. 10, 2018manufacturer | Oct. 12, 2017manufacturer | Dec. 30, 2016case | Mar. 31, 2015manufacturer | Jul. 31, 2013manufacturer |
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Current accrued loss contingencies | $ 11,000,000 | ||||||||||||||||||||||||||||||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ 27,000,000 | $ (226,000,000) | $ (59,000,000) | ||||||||||||||||||||||||||||||||
Salix | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ (90,000,000) | ||||||||||||||||||||||||||||||||||
Canada | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | case | 6 | ||||||||||||||||||||||||||||||||||
Unfavorable Regulatory Action | New Jersey | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | action | 3 | ||||||||||||||||||||||||||||||||||
Violation of Canadian Provincial Securities Legislation | Canada | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
New claims filed but not yet served | action | 2 | ||||||||||||||||||||||||||||||||||
Violation of Canadian Provincial Securities Legislation | Canada | Subsequent event | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of entities, exercised opt-out right, pursuing action | entity | 1 | ||||||||||||||||||||||||||||||||||
Investigation by the State of Texas | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Damages sought | $ 20,000,000 | ||||||||||||||||||||||||||||||||||
Valeant US Securities Litigation | New Jersey | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of groups of investors | group | 31 | ||||||||||||||||||||||||||||||||||
Valeant US Securities Litigation | Unfavorable Regulatory Action | New Jersey | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | case | 4 | 4 | |||||||||||||||||||||||||||||||||
Insurance Coverage Lawsuit | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of distinct insurance policy periods | insurance_policy_period | 2 | ||||||||||||||||||||||||||||||||||
Contact Lens Antitrust Class Actions | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of manufacturers | manufacturer | 3 | ||||||||||||||||||||||||||||||||||
Number of court certified classes | class | 6 | ||||||||||||||||||||||||||||||||||
Number of court certified classes related to B&L Inc. | class | 4 | ||||||||||||||||||||||||||||||||||
Generic Pharmaceuticals Pricing Antitrust Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of direct purchaser plaintiffs, filed amended complaint | plantiff | 3 | ||||||||||||||||||||||||||||||||||
Johnson & Johnson Talcum Powder Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | case | 2 | ||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 1 | 1 | |||||||||||||||||||||||||||||||||
Johnson & Johnson Talcum Powder Litigation | New Jersey | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 5 | ||||||||||||||||||||||||||||||||||
Number of cases voluntarily dismissed | case | 4 | ||||||||||||||||||||||||||||||||||
Johnson & Johnson Talcum Powder Litigation | Delaware | Subsequent event | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of cases voluntarily dismissed | case | 149 | ||||||||||||||||||||||||||||||||||
Johnson & Johnson Talcum Powder Litigation | California | Subsequent event | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of plaintiffs, filed pre-suit notice letter | plantiff | 7 | ||||||||||||||||||||||||||||||||||
Shower to Shower Product Liability Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 165 | ||||||||||||||||||||||||||||||||||
Shower to Shower Product Liability Litigation | Canada | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 2 | ||||||||||||||||||||||||||||||||||
Shower to Shower Product Liability Litigation | British Columbia | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 1 | ||||||||||||||||||||||||||||||||||
Shower to Shower Product Liability Litigation | Quebec | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of lawsuits | case | 1 | ||||||||||||||||||||||||||||||||||
Doctors Allergy Formula, LLC Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Damages sought | $ 23,000,000 | ||||||||||||||||||||||||||||||||||
Litigation with Former Salix CEO | Subsequent event | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Damages sought | $ 30,000,000 | ||||||||||||||||||||||||||||||||||
Allergan Shareholder Class Actions | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Litigation settlements | $ 290,000,000 | ||||||||||||||||||||||||||||||||||
Allergan Shareholder Class Actions | Valeant Co Parties | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Litigation settlements | 96,000,000 | ||||||||||||||||||||||||||||||||||
Amount paid | $ 96,000,000 | ||||||||||||||||||||||||||||||||||
Payment liability, percent | 33.00% | ||||||||||||||||||||||||||||||||||
Allergan Shareholder Class Actions | Pershing Square Parties | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Litigation settlements | $ 195,000,000 | ||||||||||||||||||||||||||||||||||
Payment liability, percent | 67.00% | ||||||||||||||||||||||||||||||||||
Solodyn Antitrust Class Actions | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of manufacturers | manufacturer | 3 | ||||||||||||||||||||||||||||||||||
Litigation settlements | 93,000,000 | ||||||||||||||||||||||||||||||||||
Number of claims settled | claim | 2 | ||||||||||||||||||||||||||||||||||
Damages awarded to plaintiff | $ 58,000,000 | ||||||||||||||||||||||||||||||||||
Solodyn Antitrust Class Actions | Salix | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | action | 2 | ||||||||||||||||||||||||||||||||||
Uceris Arbitration | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Amount awarded from other party | $ 3,000,000 | ||||||||||||||||||||||||||||||||||
Investigation by the California Department of Insurance | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Amount paid | $ 2,000,000 | ||||||||||||||||||||||||||||||||||
Mimetogen Pharmaceuticals Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Damages sought | $ 20,000,000 | ||||||||||||||||||||||||||||||||||
Litigation settlements | $ 26,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||||||||||||
Xifaxan Patent Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Recent suits filed | claim | 1 | ||||||||||||||||||||||||||||||||||
Stay of approval period | 30 months | ||||||||||||||||||||||||||||||||||
Salix Ltd. SEC Investigation Litigation | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Favorable (unfavorable) adjustment, litigation and other matters | $ 40,000,000 | $ 40,000,000 | |||||||||||||||||||||||||||||||||
Alfasigma S.p.A., formerly Alfa Wasserman S.p.A. | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Damages sought | $ 285,000,000 | ||||||||||||||||||||||||||||||||||
Development costs (at least) | $ 80,000,000 | ||||||||||||||||||||||||||||||||||
U.S. Department of Justice Civil Division and the U.S. Attorney’s Office for the Eastern District of Pennsylvania | |||||||||||||||||||||||||||||||||||
Legal proceedings and other matters | |||||||||||||||||||||||||||||||||||
Number of manufacturers | manufacturer | 3 | ||||||||||||||||||||||||||||||||||
Number of manufacturers voluntarily dismissed | manufacturer | 2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Commitments, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental expense related to operating lease | $ 92 | $ 102 | $ 103 |
Capital leases, minimum future rental payments | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Lease Commitments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Operating Lease Obligations | |
2,019 | $ 78 |
2,020 | 60 |
2,021 | 44 |
2,022 | 39 |
2,023 | 32 |
Thereafter | 166 |
Total | $ 419 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Other Commitments, Narrative (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 30, 2015 | Dec. 31, 2012 | Mar. 31, 2010 |
Other commitments | |||||
Capital expenditures | $ 64,000,000 | ||||
Milestone payments in terms of collaboration and license agreements, aggregate (up to) | 1,150,000,000 | ||||
B&L and Nicox | |||||
Other commitments | |||||
Potential milestone payments in terms of collaboration and license agreements (up to) | $ 145,000,000 | ||||
US WorldMeds, LLC | Sales Based Milestone Payments | |||||
Other commitments | |||||
Potential milestone payments in terms of collaboration and license agreements (up to) | $ 335,000,000 | ||||
Salix | |||||
Other commitments | |||||
Potential milestone payments in terms of collaboration and license agreements (up to) | $ 88,000,000 | ||||
Brodalumab | Pre-launch Milestone Payments | |||||
Other commitments | |||||
Possible contingent consideration (up to) | $ 20,000,000 | ||||
Brodalumab | Sales Based Milestone Payments | |||||
Other commitments | |||||
Possible contingent consideration (up to) | $ 175,000,000 | ||||
Medicis Pharmaceutical Corporation | Regulatory, Commercialization and Sales-Based Milestone Payments | |||||
Other commitments | |||||
Possible contingent consideration (up to) | $ 111,000,000 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit, Assets and Capital Expenditures, Depreciation & Amortization of Intangible Assets & Asset Impairments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment reporting information | |||||||||||
Revenue | $ 2,121 | $ 2,136 | $ 2,128 | $ 1,995 | $ 2,163 | $ 2,219 | $ 2,233 | $ 2,109 | $ 8,380 | $ 8,724 | $ 9,674 |
Operating (loss) income | $ 25 | $ 117 | $ (245) | $ (2,281) | $ (322) | $ 38 | $ 175 | $ 211 | (2,384) | 102 | (566) |
Amortization of intangible assets | (2,644) | (2,690) | (2,673) | ||||||||
Goodwill impairments | (2,322) | (312) | (1,077) | ||||||||
Asset impairments | (568) | (714) | (422) | ||||||||
Restructuring and integration costs | (22) | (52) | (132) | ||||||||
Acquired in-process research and development costs | (1) | (5) | (34) | ||||||||
Acquisition-related contingent consideration | 9 | 289 | 13 | ||||||||
Other income (expense) | 21 | 353 | (73) | ||||||||
Interest income | 11 | 12 | 8 | ||||||||
Interest expense | (1,685) | (1,840) | (1,836) | ||||||||
Loss on extinguishment of debt | (119) | (122) | 0 | ||||||||
Foreign exchange and other | 23 | 107 | (41) | ||||||||
Loss before benefit from income taxes | (4,154) | (1,741) | (2,435) | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 157 | 171 | 235 | ||||||||
Operating Segments | |||||||||||
Segment reporting information | |||||||||||
Revenue | 8,380 | 8,724 | 9,674 | ||||||||
Operating (loss) income | 3,748 | 3,795 | 4,522 | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 144 | 168 | 229 | ||||||||
Corporate | |||||||||||
Segment reporting information | |||||||||||
Operating (loss) income | (605) | (562) | (690) | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 13 | 3 | 6 | ||||||||
Bausch Lomb/International | Operating Segments | |||||||||||
Segment reporting information | |||||||||||
Revenue | 4,664 | 4,795 | 4,857 | ||||||||
Operating (loss) income | 1,330 | 1,412 | 1,456 | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 139 | 159 | 221 | ||||||||
Salix | Operating Segments | |||||||||||
Segment reporting information | |||||||||||
Revenue | 1,749 | 1,566 | 1,530 | ||||||||
Operating (loss) income | 1,149 | 935 | 946 | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 2 | 3 | 2 | ||||||||
Ortho Dermatologics | Operating Segments | |||||||||||
Segment reporting information | |||||||||||
Revenue | 625 | 725 | 949 | ||||||||
Operating (loss) income | 265 | 336 | 408 | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | 1 | 2 | 1 | ||||||||
Diversified Products | Operating Segments | |||||||||||
Segment reporting information | |||||||||||
Revenue | 1,342 | 1,638 | 2,338 | ||||||||
Operating (loss) income | 1,004 | 1,112 | 1,712 | ||||||||
Capital Expenditures, and Depreciation and Amortization | |||||||||||
Total capital expenditures | $ 2 | $ 4 | $ 5 |
SEGMENT INFORMATION - Revenues
SEGMENT INFORMATION - Revenues by Product Category (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)product | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 2,121 | $ 2,136 | $ 2,128 | $ 1,995 | $ 2,163 | $ 2,219 | $ 2,233 | $ 2,109 | $ 8,380 | $ 8,724 | $ 9,674 |
Number of products represented of total revenue | product | 10 | ||||||||||
Pharmaceuticals | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 4,032 | 4,377 | 5,166 | ||||||||
Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,640 | 1,532 | 1,504 | ||||||||
OTC | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,412 | 1,529 | 1,581 | ||||||||
Branded and Other Generics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,187 | 1,157 | 1,285 | ||||||||
Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 109 | $ 129 | $ 138 | ||||||||
Revenues | Product Concentration Risk | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 36.00% | 32.00% | 31.00% | ||||||||
Operating Segments | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 8,380 | $ 8,724 | $ 9,674 | ||||||||
Operating Segments | Bausch Lomb/ International | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 4,664 | 4,795 | 4,857 | ||||||||
Operating Segments | Bausch Lomb/ International | Pharmaceuticals | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 892 | 956 | 966 | ||||||||
Operating Segments | Bausch Lomb/ International | Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,505 | 1,421 | 1,407 | ||||||||
Operating Segments | Bausch Lomb/ International | OTC | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,412 | 1,529 | 1,581 | ||||||||
Operating Segments | Bausch Lomb/ International | Branded and Other Generics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 784 | 819 | 830 | ||||||||
Operating Segments | Bausch Lomb/ International | Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 71 | 70 | 73 | ||||||||
Operating Segments | Salix | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,749 | 1,566 | 1,530 | ||||||||
Operating Segments | Salix | Pharmaceuticals | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,752 | 1,564 | 1,529 | ||||||||
Operating Segments | Salix | Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Salix | OTC | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Salix | Branded and Other Generics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Salix | Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | (3) | 2 | 1 | ||||||||
Operating Segments | Ortho Dermatologics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 625 | 725 | 949 | ||||||||
Operating Segments | Ortho Dermatologics | Pharmaceuticals | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 465 | 571 | 806 | ||||||||
Operating Segments | Ortho Dermatologics | Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 135 | 111 | 97 | ||||||||
Operating Segments | Ortho Dermatologics | OTC | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Ortho Dermatologics | Branded and Other Generics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Ortho Dermatologics | Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 25 | 43 | 46 | ||||||||
Operating Segments | Diversified Products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,342 | 1,638 | 2,338 | ||||||||
Operating Segments | Diversified Products | Pharmaceuticals | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 923 | 1,286 | 1,865 | ||||||||
Operating Segments | Diversified Products | Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Diversified Products | OTC | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Operating Segments | Diversified Products | Branded and Other Generics | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 403 | 338 | 455 | ||||||||
Operating Segments | Diversified Products | Other revenues | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 16 | $ 14 | $ 18 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information, Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | $ 2,121 | $ 2,136 | $ 2,128 | $ 1,995 | $ 2,163 | $ 2,219 | $ 2,233 | $ 2,109 | $ 8,380 | $ 8,724 | $ 9,674 |
U.S. and Puerto Rico | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 5,011 | 5,225 | 6,247 | ||||||||
China | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 361 | 331 | 300 | ||||||||
Canada | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 319 | 326 | 320 | ||||||||
Japan | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 226 | 223 | 232 | ||||||||
Poland | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 218 | 201 | 140 | ||||||||
Mexico | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 211 | 201 | 189 | ||||||||
France | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 205 | 188 | 186 | ||||||||
Egypt | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 178 | 152 | 196 | ||||||||
Germany | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 170 | 157 | 157 | ||||||||
Russia | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 154 | 200 | 165 | ||||||||
United Kingdom | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 117 | 108 | 104 | ||||||||
Italy | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 85 | 78 | 72 | ||||||||
Spain | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | 83 | 77 | 70 | ||||||||
Other | |||||||||||
Revenues and long-lived assets by geographic region | |||||||||||
Revenue | $ 1,042 | $ 1,257 | $ 1,296 |
SEGMENT INFORMATION - Geograp_2
SEGMENT INFORMATION - Geographical Information, Long-Lived Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues and long-lived assets by geographic region | ||
Long-lived assets | $ 1,353 | $ 1,403 |
U.S. and Puerto Rico | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 593 | 599 |
Ireland | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 217 | 235 |
Canada | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 99 | 98 |
Poland | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 94 | 100 |
Germany | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 66 | 70 |
Egypt | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 50 | 47 |
Mexico | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 48 | 50 |
France | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 31 | 34 |
Serbia | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 28 | 30 |
China | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 25 | 28 |
Italy | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 23 | 23 |
South Korea | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | 14 | 15 |
Other | ||
Revenues and long-lived assets by geographic region | ||
Long-lived assets | $ 65 | $ 74 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Customer concentration - Revenues | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
AmerisourceBergen Corporation | |||
Segment reporting information | |||
Concentration risk, percentage | 18.00% | 15.00% | 13.00% |
McKesson Corporation | |||
Segment reporting information | |||
Concentration risk, percentage | 18.00% | 19.00% | 21.00% |
Cardinal Health, Inc. | |||
Segment reporting information | |||
Concentration risk, percentage | 13.00% | 13.00% | 15.00% |
SUPPLEMENTARY DATA (UNAUDITED_2
SUPPLEMENTARY DATA (UNAUDITED) - Schedule of Unaudited Quarterly Consolidated Financial Data (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 2,121 | $ 2,136 | $ 2,128 | $ 1,995 | $ 2,163 | $ 2,219 | $ 2,233 | $ 2,109 | $ 8,380 | $ 8,724 | $ 9,674 |
Expenses | 2,096 | 2,019 | 2,373 | 4,276 | 2,485 | 2,181 | 2,058 | 1,898 | 10,764 | 8,622 | 10,240 |
Operating (loss) income | 25 | 117 | (245) | (2,281) | (322) | 38 | 175 | 211 | (2,384) | 102 | (566) |
Net income (loss) attributable to Bausch Health Companies Inc. | $ (344) | $ (350) | $ (873) | $ (2,581) | $ 513 | $ 1,301 | $ (38) | $ 628 | $ (4,148) | $ 2,404 | $ (2,409) |
Earnings (loss) per share attributable to Bausch Health Companies Inc.: | |||||||||||
Basic (in dollars per share) | $ (0.98) | $ (1) | $ (2.49) | $ (7.36) | $ 1.46 | $ 3.71 | $ (0.11) | $ 1.80 | $ (11.81) | $ 6.86 | $ (6.94) |
Diluted (in dollars per share) | $ (0.98) | $ (1) | $ (2.49) | $ (7.36) | $ 1.45 | $ 3.69 | $ (0.11) | $ 1.79 | $ (11.81) | $ 6.83 | $ (6.94) |
Net cash provided by operating activities | $ 319 | $ 522 | $ 222 | $ 438 | $ 578 | $ 490 | $ 268 | $ 954 | $ 1,501 | $ 2,290 | $ 2,087 |
SUPPLEMENTARY DATA (UNAUDITED_3
SUPPLEMENTARY DATA (UNAUDITED) - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Understatement to the benefit from income taxes | $ (10) | $ (4,145) | $ (27) | ||||||||
Net loss attributable to Bausch Health Companies Inc. | $ 344 | $ 350 | $ 873 | $ 2,581 | $ (513) | $ (1,301) | $ 38 | $ (628) | $ 4,148 | $ (2,404) | $ 2,409 |
Error In Forecasted Effective Tax Rate | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Understatement to the benefit from income taxes | 112 | ||||||||||
Net loss attributable to Bausch Health Companies Inc. | $ 112 | ||||||||||
Earnings per share, basic and diluted (in dollars per share) | $ 0.32 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Schedule of Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 2,546 | ||
Charged to Other Accounts | 5,887 | ||
Deductions | (6,049) | ||
Balance at End of Year | 2,384 | $ 2,546 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 97 | 80 | $ 67 |
Charged to Costs and Expenses | 4 | 33 | 57 |
Charged to Other Accounts | (4) | 4 | (22) |
Deductions | (50) | (20) | (22) |
Balance at End of Year | 47 | 97 | 80 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 2,001 | 1,857 | 1,367 |
Charged to Costs and Expenses | 870 | 221 | 627 |
Charged to Other Accounts | 42 | (77) | (137) |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 2,913 | $ 2,001 | $ 1,857 |
Uncategorized Items - bhc-20181
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 30,000,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,209,000,000 |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 30,000,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,209,000,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 30,000,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,209,000,000 |