Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-14956 | |
Entity Registrant Name | Bausch Health Companies Inc. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Country | CA | |
Entity Tax Identification Number | 98-0448205 | |
Entity Address, Address Line One | 2150 St. Elzéar Blvd. West | |
Entity Address, City or Town | Laval | |
Entity Address, State or Province | QC | |
Entity Address, Postal Zip Code | H7L 4A8 | |
City Area Code | 514 | |
Local Phone Number | 744-6792 | |
Title of 12(b) Security | Common Shares, No Par Value | |
Trading Symbol | BHC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 352,267,545 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 878 | $ 721 |
Restricted cash | 2 | 2 |
Trade receivables, net | 1,829 | 1,865 |
Inventories, net | 1,060 | 934 |
Prepaid expenses and other current assets | 698 | 689 |
Total current assets | 4,467 | 4,211 |
Property, plant and equipment, net | 1,372 | 1,353 |
Intangible assets, net | 11,196 | 12,001 |
Goodwill | 13,160 | 13,142 |
Deferred tax assets, net | 1,799 | 1,676 |
Other non-current assets | 360 | 109 |
Total assets | 32,354 | 32,492 |
Current liabilities: | ||
Accounts payable | 527 | 411 |
Accrued and other current liabilities | 3,122 | 3,197 |
Current portion of long-term debt and other | 56 | 228 |
Total current liabilities | 3,705 | 3,836 |
Acquisition-related contingent consideration | 271 | 298 |
Non-current portion of long-term debt | 24,023 | 24,077 |
Deferred tax liabilities, net | 884 | 885 |
Other non-current liabilities | 783 | 581 |
Total liabilities | 29,666 | 29,677 |
Commitments and contingencies (Note 19) | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 352,248,896 and 349,871,102 issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 10,165 | 10,121 |
Additional paid-in capital | 384 | 413 |
Accumulated deficit | (5,887) | (5,664) |
Accumulated other comprehensive loss | (2,061) | (2,137) |
Total Bausch Health Companies Inc. shareholders’ equity | 2,601 | 2,733 |
Noncontrolling interest | 87 | 82 |
Total equity | 2,688 | 2,815 |
Total liabilities and equity | $ 32,354 | $ 32,492 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | ||||
Revenues | $ 2,152 | $ 2,128 | $ 4,168 | $ 4,123 |
Expenses | ||||
Selling, general and administrative | 651 | 642 | 1,238 | 1,233 |
Research and development | 117 | 94 | 234 | 186 |
Amortization of intangible assets | 488 | 741 | 977 | 1,484 |
Goodwill impairments | 0 | 0 | 0 | 2,213 |
Asset impairments | 13 | 301 | 16 | 345 |
Restructuring and integration costs | 4 | 7 | 24 | 13 |
Acquisition-related contingent consideration | 20 | (6) | (1) | (4) |
Other expense, net | 8 | 0 | 5 | 12 |
Total expenses | 1,895 | 2,373 | 3,624 | 6,649 |
Operating income (loss) | 257 | (245) | 544 | (2,526) |
Interest income | 3 | 3 | 7 | 6 |
Interest expense | (409) | (435) | (815) | (851) |
Loss on extinguishment of debt | (33) | (48) | (40) | (75) |
Foreign exchange and other | 3 | (9) | 3 | 18 |
Loss before benefit from (provision for) income taxes | (179) | (734) | (301) | (3,428) |
Benefit from (provision for) income taxes | 9 | (138) | 83 | (23) |
Net loss | (170) | (872) | (218) | (3,451) |
Net income attributable to noncontrolling interest | (1) | (1) | (5) | (3) |
Net loss attributable to Bausch Health Companies Inc. | $ (171) | $ (873) | $ (223) | $ (3,454) |
Basic and diluted loss per share attributable to Bausch Health Companies Inc. (in dollars per share) | $ (0.49) | $ (2.49) | $ (0.63) | $ (9.84) |
Basic and diluted weighted-average common shares (in shares) | 352.1 | 351.3 | 351.7 | 351 |
Product sales | ||||
Revenues | ||||
Revenues | $ 2,122 | $ 2,100 | $ 4,111 | $ 4,065 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 580 | 584 | 1,104 | 1,144 |
Other revenues | ||||
Revenues | ||||
Revenues | 30 | 28 | 57 | 58 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 14 | $ 10 | $ 27 | $ 23 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 352,248,896 | 349,871,102 |
Common stock, shares outstanding (in shares) | 352,248,896 | 349,871,102 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (170) | $ (872) | $ (218) | $ (3,451) |
Other comprehensive income | ||||
Foreign currency translation adjustment | 56 | (218) | 77 | (172) |
Pension and postretirement benefit plan adjustments, net of income taxes | (1) | (1) | (1) | (1) |
Other comprehensive income | 55 | (219) | 76 | (173) |
Comprehensive loss | (115) | (1,091) | (142) | (3,624) |
Comprehensive (income) loss attributable to noncontrolling interest | (1) | 2 | (5) | (2) |
Comprehensive loss attributable to Bausch Health Companies Inc. | $ (116) | $ (1,089) | $ (147) | $ (3,626) |
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, 2017 | 348,700,000 | ||||||
Beginning 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) | 900,000 | ||||||
Common shares issued under share-based compensation plans | 1 | $ 24 | (23) | 1 | |||
Share-based compensation | 43 | 43 | 43 | ||||
Employee withholding taxes related to share-based awards | (9) | (9) | (9) | ||||
Noncontrolling interest distributions | (6) | (6) | |||||
Net (loss) income | (3,451) | (3,454) | (3,454) | 3 | |||
Other comprehensive income | (173) | (172) | (172) | (1) | |||
Ending Balance (in shares) at Jun. 30, 2018 | 349,600,000 | ||||||
Ending Balance at Jun. 30, 2018 | 3,558 | $ 10,114 | 391 | (4,970) | (2,068) | 3,467 | 91 |
Beginning Balance (in shares) at Mar. 31, 2018 | 349,200,000 | ||||||
Beginning Balance at Mar. 31, 2018 | 4,635 | $ 10,103 | 382 | (4,097) | (1,852) | 4,536 | 99 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 400,000 | ||||||
Common shares issued under share-based compensation plans | 1 | $ 11 | (10) | 1 | |||
Share-based compensation | 22 | 22 | 22 | ||||
Employee withholding taxes related to share-based awards | (3) | (3) | (3) | ||||
Noncontrolling interest distributions | (6) | (6) | |||||
Net (loss) income | (872) | (873) | (873) | 1 | |||
Other comprehensive income | (219) | (216) | (216) | (3) | |||
Ending Balance (in shares) at Jun. 30, 2018 | 349,600,000 | ||||||
Ending Balance at Jun. 30, 2018 | $ 3,558 | $ 10,114 | 391 | (4,970) | (2,068) | 3,467 | 91 |
Beginning Balance (in shares) at Dec. 31, 2018 | 349,871,102 | 349,900,000 | |||||
Beginning Balance at Dec. 31, 2018 | $ 2,815 | $ 10,121 | 413 | (5,664) | (2,137) | 2,733 | 82 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 2,300,000 | ||||||
Common shares issued under share-based compensation plans | 3 | $ 44 | (41) | 3 | |||
Share-based compensation | 51 | 51 | 51 | ||||
Employee withholding taxes related to share-based awards | (39) | (39) | (39) | ||||
Net (loss) income | (218) | (223) | (223) | 5 | |||
Other comprehensive income | $ 76 | 76 | 76 | ||||
Ending Balance (in shares) at Jun. 30, 2019 | 352,248,896 | 352,200,000 | |||||
Ending Balance at Jun. 30, 2019 | $ 2,688 | $ 10,165 | 384 | (5,887) | (2,061) | 2,601 | 87 |
Beginning Balance (in shares) at Mar. 31, 2019 | 351,900,000 | ||||||
Beginning Balance at Mar. 31, 2019 | 2,779 | $ 10,151 | 374 | (5,716) | (2,116) | 2,693 | 86 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 300,000 | ||||||
Common shares issued under share-based compensation plans | 2 | $ 14 | (12) | 2 | |||
Share-based compensation | 27 | 27 | 27 | ||||
Employee withholding taxes related to share-based awards | (5) | (5) | (5) | ||||
Net (loss) income | (170) | (171) | (171) | 1 | |||
Other comprehensive income | $ 55 | 55 | 55 | ||||
Ending Balance (in shares) at Jun. 30, 2019 | 352,248,896 | 352,200,000 | |||||
Ending Balance at Jun. 30, 2019 | $ 2,688 | $ 10,165 | $ 384 | $ (5,887) | $ (2,061) | $ 2,601 | $ 87 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | |
Cash Flows From Operating Activities | ||||||||
Net loss | $ (170) | $ (872) | $ (218) | $ (3,451) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation and amortization of intangible assets | 1,063 | 1,570 | ||||||
Amortization and write-off of debt premiums, discounts and issuance costs | 32 | 44 | ||||||
Asset impairments | 13 | 301 | 16 | 345 | ||||
Acquisition-related contingent consideration | (1) | (4) | ||||||
Allowances for losses on trade receivable and inventories | 27 | 33 | ||||||
Deferred income taxes | (141) | (42) | ||||||
Gain on sale of assets | 1 | 0 | (9) | 0 | ||||
Additions to accrued legal settlements | 1 | (1) | 3 | 10 | ||||
Payments of accrued legal settlements | (1) | (220) | ||||||
Goodwill impairments | 0 | 0 | 0 | 2,213 | ||||
Share-based compensation | 51 | 43 | ||||||
Foreign exchange gain | (2) | (15) | ||||||
Loss on extinguishment of debt | 33 | 48 | 40 | 75 | ||||
Payments of contingent consideration adjustments, including accretion | (1) | (2) | ||||||
Other | 16 | (2) | ||||||
Changes in operating assets and liabilities: | ||||||||
Trade receivables | 56 | 128 | ||||||
Inventories | (121) | (12) | ||||||
Prepaid expenses and other current assets | 1 | (76) | ||||||
Accounts payable, accrued and other liabilities | (59) | 23 | ||||||
Net cash provided by operating activities | 752 | 660 | ||||||
Cash Flows From Investing Activities | ||||||||
Acquisition of businesses, net of cash acquired | (180) | 5 | ||||||
Payments for intangible and other assets | (1) | (75) | ||||||
Purchases of property, plant and equipment | (109) | (63) | ||||||
Purchases of marketable securities | (5) | (4) | ||||||
Proceeds from sale of marketable securities | 1 | 4 | ||||||
Proceeds from sale of assets and businesses, net of costs to sell | 33 | (6) | ||||||
Net cash used in investing activities | (261) | (139) | ||||||
Cash Flows From Financing Activities | ||||||||
Net proceeds from the issuances of long-term debt | 3,243 | 7,474 | ||||||
Repayments of long-term debt | (3,503) | (7,836) | ||||||
Proceeds from the issuances of short-term debt | 12 | 0 | ||||||
Repayments of short-term debt | (8) | (1) | ||||||
Payments of employee withholding taxes related to share-based awards | (39) | (8) | ||||||
Payments of acquisition-related contingent consideration | (20) | (18) | ||||||
Payments of financing costs | (26) | (59) | ||||||
Payments of deferred consideration | 0 | (18) | ||||||
Other | 3 | 1 | ||||||
Net cash used in financing activities | (338) | (465) | ||||||
Effect of exchange rate changes on cash and cash equivalents | 4 | (15) | ||||||
Net increase in cash and cash equivalents and restricted cash | 157 | 41 | ||||||
Cash and cash equivalents and restricted cash, beginning of period | 723 | 797 | $ 797 | |||||
Cash and cash equivalents and restricted cash, end of period | 880 | 838 | 880 | 838 | 723 | |||
Cash and cash equivalents | $ 878 | $ 721 | $ 838 | |||||
Restricted cash, current | 2 | 2 | 0 | |||||
Cash and cash equivalents and restricted cash, end of period | $ 880 | $ 838 | $ 723 | $ 797 | $ 723 | $ 880 | $ 723 | $ 838 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Bausch Health Companies Inc. (the “Company”) is a pharmaceutical and medical device company that develops, manufactures, and markets, primarily in the therapeutic areas of eye-health, gastroenterology ("GI") and dermatology, a broad range of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) over-the-counter (“OTC”) products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices), which are marketed directly or indirectly in over 90 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying unaudited Consolidated Financial Statements have been prepared by the Company in U.S. dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC and the CSA on February 20, 2019. The unaudited Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2018 , except for the new accounting guidance adopted during the period. The unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. In preparing the unaudited 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 unaudited Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. 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 results of operations and financial position could be materially impacted. Principles of Consolidation The unaudited Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Adoption of New Accounting Guidance In February 2016, the Financial Accounting Standards Board ("FASB") issued a new standard revising the accounting for leases 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. Under the new standard, all leases are classified as either a finance lease or an operating lease. The classification is determined based on whether substantive control has been transferred to the lessee and its determination will govern the pattern of lease cost recognition. Finance leases are accounted for in substantially the same manner as capital leases under the former U.S. GAAP standard. Operating leases are accounted for in the statements of operations and statements of cash flows in a manner substantially consistent with operating leases under the former U.S. GAAP standard. However, as it relates to the balance sheet, lessees are, with limited exception, required to record a right-of-use asset and a corresponding lease liability, equal to the present value of the lease payments for each operating lease. Lessees are not required to recognize a right-of-use asset or lease liability for short-term leases, but instead recognizes lease payments as an expense on a straight-line basis over the lease term. The standard also requires lessees and lessors to provide additional qualitative and quantitative disclosures to help financial statement users assess the amounts, timing and uncertainty of cash flows arising from leases. The Company adopted the new standard effective January 1, 2019, using the modified retrospective approach. Upon adoption, the Company elected the available practical expedients, including: (i) the package of practical expedients as defined in the accounting guidance, which among other things, allowed the carry forward of historical lease classifications, (ii) the election to use hindsight in determining the lease terms for all leases, (iii) the transition method, which does not require the restatement of prior periods, (iv) the election to aggregate lease components with non-lease components and account for these payments as a single lease component and (v) the short-term lease exemption, which does not require recognition on the balance sheet for leases with an initial term of 12 months or less. The Company has updated its systems, processes and controls to track, record and account for its lease portfolio, including implementation of a third-party software tool to assist in complying with the new standard. Upon adoption of the new standard, the Company recognized a right-of-use asset and a corresponding lease liability of $302 million . In addition, approximately $20 million of restructuring liabilities associated with facility closures and deferred rents, included in Other non-current liabilities as of December 31, 2018, were reclassified to reduce right-of-use assets. The adoption of the standard did not have a material impact on the Consolidated Statements of Operations, Comprehensive Loss, Equity and Cash Flows for any of the periods presented. See Note 12, "LEASES" for additional details and application of this standard. 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 has early-adopted this guidance prospectively for all implementation costs incurred after January 1, 2019. Recently Issued Accounting Standards, Not Adopted as of June 30, 2019 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. In May 2019, the FASB issued an update allowing a targeted transition relief for the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. 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. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of eye-health, GI and dermatology, 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 20, "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. 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 a future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks, and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2019 and 2018 . Six Months Ended June 30, 2019 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balances, January 1, 2019 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Acquisition of Synergy — 3 12 — 1 16 Current period provisions 406 78 1,100 930 98 2,612 Payments and credits (408 ) (120 ) (1,125 ) (979 ) (119 ) (2,751 ) Reserve balances, June 30, 2019 $ 173 $ 774 $ 1,011 $ 160 $ 143 $ 2,261 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $30 million and $26 million as of June 30, 2019 and January 1, 2019, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits for the six months ended June 30, 2019 . Six Months Ended June 30, 2018 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balances, January 1, 2018 $ 167 $ 863 $ 1,094 $ 274 $ 148 $ 2,546 Current period provisions 406 163 1,330 947 116 2,962 Payments and credits (409 ) (185 ) (1,287 ) (971 ) (120 ) (2,972 ) Reserve balances, June 30, 2018 $ 164 $ 841 $ 1,137 $ 250 $ 144 $ 2,536 Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of $15 million for the six months ended June 30, 2018 . Contract Assets and Contract Liabilities There are no |
ACQUISITION
ACQUISITION | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION Synergy Pharmaceuticals Inc. On March 6, 2019, the Company acquired certain assets of Synergy Pharmaceuticals Inc. ("Synergy") for a cash purchase price of approximately $180 million and the assumption of certain assumed liabilities, pursuant to the terms approved by the U.S. Bankruptcy Court for the Southern District of New York on March 1, 2019. Among the assets 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. This acquisition is expected to result in additional revenues and costs savings associated with business synergies. Assets Acquired and Liabilities Assumed The acquisition of certain assets of Synergy has been accounted for as a business combination under the acquisition method of accounting since: (i) substantially all of the fair value of the assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets and (ii) sufficient inputs and processes were acquired to contribute to the creation of outputs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the acquisition of certain assets of Synergy as of the acquisition date: (in millions) Accounts receivable $ 7 Inventories 24 Prepaid expenses and other current assets 5 Product brand intangible assets (estimated useful life - 7 years) 159 Accounts payable (1 ) Accrued expenses (17 ) Total identifiable net assets 177 Goodwill 3 Total fair value of consideration transferred $ 180 Due to the timing of the acquisition, the following are provisional and are subject to change: • amounts for intangible assets, property and equipment, inventories, receivables and other working capital adjustments pending finalization of the valuation; • amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax aspects of the transaction; and • amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. The Company will finalize these amounts no later than one year from the acquisition date, once it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in adjustments to the provisional amounts recognized at the acquisition date which will impact the reported results in the period those adjustments are identified. These adjustments, if any, could be material. Goodwill associated with the acquisition of certain assets of Synergy is not deductible for income tax purposes. Revenue and Operating Results Revenues associated with the acquired assets of Synergy during the period March 6, 2019 through June 30, 2019 were $23 million . Operating results associated with the acquired assets of Synergy during the period March 6, 2019 through June 30, 2019 and pro-forma revenues and operating results for the six months ended June 30, 2019 and 2018 were not material. Included in Other expense, net during the six months ended June 30, 2019 are acquisition-related costs of $8 million directly related to the acquisition of certain assets of Synergy, which includes expenditures for advisory, legal, valuation, accounting and other similar services. |
RESTRUCTURING AND INTEGRATION C
RESTRUCTURING AND INTEGRATION COSTS | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND INTEGRATION COSTS | RESTRUCTURING AND INTEGRATION COSTS The Company evaluates opportunities to improve its operating results and implements cost savings programs to streamline its operations and eliminate redundant processes and expenses. The expenses associated with the implementation of these cost savings programs include 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. The remaining liability associated with restructuring and integration costs as of June 30, 2019 was $27 million . During the six months ended June 30, 2019 , the Company incurred $24 million of restructuring and integration costs. These costs included: (i) $11 million of severance and other costs associated with the acquisition of certain assets of Synergy, which were not essential to complete, close and report the acquisition , (ii) $6 million of other severance costs, (iii) $6 million of facility closure costs and (iv) $1 million of other costs. The Company made payments of $24 million for the six months ended June 30, 2019 . During the six months ended June 30, 2018 , the Company incurred $13 million of restructuring and integration costs. These costs included: (i) $8 million of severance costs and (ii) $5 million of facility closure costs. The Company made payments of $13 million for the six months ended June 30, 2018 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2019 | |
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. The following table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: June 30, 2019 December 31, 2018 (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 $ 258 $ 206 $ 52 $ — $ 197 $ 166 $ 31 $ — Restricted cash $ 2 $ 2 $ — $ — $ 2 $ 2 $ — $ — Liabilities: Acquisition-related contingent consideration $ 318 $ — $ — $ 318 $ 339 $ — $ — $ 339 Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of three months or less when purchased, and are reflected in the Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature. There were no transfers between Level 1, Level 2 or Level 3 during the six months ended June 30, 2019 . Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. At June 30, 2019 , 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 the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Balance, beginning of period $ 339 $ 387 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 11 $ 12 Fair value adjustments due to changes in estimates of other future payments (12 ) (16 ) Acquisition-related contingent consideration (1 ) (4 ) Foreign currency translation adjustment included in other comprehensive loss — 1 Payments (20 ) (20 ) Balance, end of period 318 364 Current portion included in Accrued and other current liabilities 47 54 Non-current portion $ 271 $ 310 Included in Fair value adjustments due to changes in estimates of other future payments in the table above for the three and six months ended June 30, 2019 , is an $8 million fair value adjustment related to an acquisition which occurred in 2011. Fair Value of Long-term Debt The fair value of long-term debt as of June 30, 2019 and December 31, 2018 was $25,275 million and $23,357 million , respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2) . |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net of allowances for obsolescence consist of: (in millions) June 30, December 31, Raw materials $ 307 $ 275 Work in process 145 95 Finished goods 608 564 $ 1,060 $ 934 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: June 30, 2019 December 31, 2018 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 21,109 $ (12,815 ) $ 8,294 $ 20,891 $ (11,958 ) $ 8,933 Corporate brands 930 (301 ) 629 926 (263 ) 663 Product rights/patents 3,297 (2,769 ) 528 3,292 (2,658 ) 634 Partner relationships 169 (167 ) 2 168 (166 ) 2 Technology and other 209 (182 ) 27 208 (173 ) 35 Total finite-lived intangible assets 25,714 (16,234 ) 9,480 25,485 (15,218 ) 10,267 Acquired IPR&D not in service 18 — 18 36 — 36 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,430 $ (16,234 ) $ 11,196 $ 27,219 $ (15,218 ) $ 12,001 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. 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 for the six months ended June 30, 2019 include impairments of: (i) $13 million reflecting decreases in forecasted sales of a certain product line due to generic competition and (ii) $3 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. Asset impairments for the six months ended June 30, 2018 include: (i) impairments of $323 million reflecting decreases in forecasted sales for the Uceris ® Tablet product and other product lines due to generic competition, (ii) impairments of $17 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 and revisions to forecasted sales and (iii) impairments of $5 million related to assets being classified as held for sale. Periodically, the Company’s products face the expiration of their patent or regulatory exclusivity. The Company anticipates that product sales for such products 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 June 30, 2019 , the remaining carrying value of the Uceris ® Tablet related intangible assets was $93 million . Prior to its launch, the Company initiated infringement proceedings against this generic competitor. 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. 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 Laboratories FL, Inc. ("Actavis") resolving the intellectual property litigation regarding Xifaxan ® tablets, 550 mg. As discussed in further detail in Note 20, "LEGAL PROCEEDINGS" to the Company's Annual Consolidated Financial Statements contained in its Annual Report on Form 10-K for the year ended December 31, 2018, the parties 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 an 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 $235 million , and a decrease to the Basic and Diluted Loss per share attributable to Bausch Health Companies Inc. of $0.67 for the six months ended June 30, 2019 . As of June 30, 2019 , the net carrying value of the Xifaxan ® -related intangible assets was $4,579 million . Estimated amortization expense of finite-lived intangible assets for the remainder of 2019 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2019 2020 2021 2022 2023 2024 Thereafter Total Amortization $ 924 $ 1,641 $ 1,392 $ 1,239 $ 1,089 $ 955 $ 2,240 $ 9,480 Goodwill The changes in the carrying amounts of goodwill during the six months ended June 30, 2019 and the year ended December 31, 2018 were as follows: (in millions) Bausch + Lomb/ International Branded Rx U.S. Diversified Products Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2018 $ 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 Acquisition of certain assets of Synergy — — — 3 — — 3 Foreign exchange and other 15 — — — — — 15 Balance, June 30, 2019 $ 5,820 $ — $ — $ 3,159 $ 1,267 $ 2,914 $ 13,160 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 reporting unit 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. 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 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 goodwill impairment test, the fair value of the Ortho Dermatologics reporting unit exceeded its carrying value. However, at January 1, 2018, 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, as of January 1, 2018, 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, with the exception of the Salix reporting unit and Ortho Dermatologics reporting unit, the fair value of all 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 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%. 2019 Interim Goodwill Impairment Assessment No events occurred or circumstances changed during the period October 1, 2018 (the date goodwill was last tested for impairment) through June 30, 2019 that would indicate that the fair value of any reporting unit might be below its carrying value. Based on the results of the October 1, 2018 annual goodwill impairment test, the Company continues 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. As part of the qualitative assessment as of June 30, 2019, management compared the reporting unit’s operating results to the forecast used to test the goodwill of the Ortho Dermatologics reporting unit as of October 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 June 30, 2019. 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 and those charges can be material. Accumulated goodwill impairment charges through June 30, 2019 were $3,711 million . |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) June 30, December 31, 2018 Product rebates $ 981 $ 998 Product returns 774 813 Interest 284 273 Employee compensation and benefit costs 241 301 Income taxes payable 150 167 Other 692 645 $ 3,122 $ 3,197 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: June 30, 2019 December 31, 2018 (in millions) Maturity Principal Amount Net of Premiums, Discounts and Issuance Costs Principal Amount Net of Premiums, Discounts and Issuance Costs Senior Secured Credit Facilities: 2023 Revolving Credit Facility June 2023 $ 150 $ 150 $ 75 $ 75 June 2025 Term Loan B Facility June 2025 4,141 4,029 4,394 4,269 November 2025 Term Loan B Facility November 2025 1,406 1,384 1,481 1,456 Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,240 1,250 1,239 7.00% Secured Notes March 2024 2,000 1,981 2,000 1,979 5.50% Secured Notes November 2025 1,750 1,732 1,750 1,730 5.75% Secured Notes August 2027 500 493 — — Senior Unsecured Notes: 5.625% December 2021 — — 700 697 5.50% March 2023 402 400 1,000 995 5.875% May 2023 1,548 1,539 3,250 3,229 4.50% euro-denominated debt May 2023 1,706 1,696 1,720 1,709 6.125% April 2025 3,250 3,228 3,250 3,226 9.00% December 2025 1,500 1,471 1,500 1,469 9.25% April 2026 1,500 1,483 1,500 1,482 8.50% January 2027 1,750 1,757 750 738 7.00% January 2028 750 740 — — 7.25% May 2029 750 740 — — Other Various 16 16 12 12 Total long-term debt and other $ 24,369 24,079 $ 24,632 24,305 Less: Current portion of long-term debt and other 56 228 Non-current portion of long-term debt $ 24,023 $ 24,077 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 (as defined below) 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 June 30, 2019 , 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, 2018, the Third Amended Credit Agreement, as amended, provided for: (i) $1,500 million of revolving credit facilities, 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 tranche B term loans maturing on April 1, 2022 (the "Series F Tranche B Term Loan Facility"). On June 1, 2018, the Company entered into 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 5.375% Senior Unsecured Notes due 2020 (the "March 2020 Unsecured Notes"), (ii) $578 million of 6.75% Senior Unsecured Notes due 2021(the "August 2021 Unsecured Notes"), (iii) $550 million of 7.25% Senior Unsecured Notes due 2022 (the “July 2022 Unsecured Notes”) and (iv) $146 million of 6.375% Senior Unsecured Notes due 2020 (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 ”). In connection with the Restated Credit Agreement, the Company incurred a loss on extinguishment of debt of $48 million . Certain payments made to the lenders and third parties of $74 million associated with the Restated Credit Agreement were capitalized and are being amortized as interest expense over the remaining terms of the debt. Third-party expenses of $4 million were expensed as 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, and 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 . In connection with the repayment of the July 2021 Unsecured Notes , the Company incurred a loss on extinguishment of debt of $43 million . Certain payments made to the lenders and 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 June 30, 2019 , the Company had $150 million of outstanding borrowings, $169 million of issued and outstanding letters of credit and remaining availability of $906 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 highest of: (a) the prime rate (as defined in the Restated Credit Agreement), (b) the federal funds effective rate plus 1/2 of 1.00% and (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 0.00% per annum), 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: (i) a prime rate determined by reference to the higher of: (a) 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 (b) 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 (ii) 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 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 BA rate borrowings. As of June 30, 2019 , the stated rates of interest on the Company’s borrowings under the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility were 5.41% and 5.16% 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 June 30, 2019 , the remaining mandatory quarterly amortization payments for the Senior Secured Credit Facilities were $1,530 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 BA rate borrowings. As of June 30, 2019 , the stated rate of interest on the 2023 Revolving Credit Facility was 5.42% 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 incremental credit facility borrowings up to the greater of $1,000 million and 28.5% of Consolidated Adjusted EBITDA (as defined in the Restated Credit Agreement), subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to a secured leverage ratio of not greater than 3.50 :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 indentures 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. 5.75% Senior Secured Notes due 2027 - March 2019 Refinancing Transactions On March 8, 2019, BHA and the Company issued: (i) $1,000 million aggregate principal amount of January 2027 Unsecured Notes and (ii) $500 million aggregate principal amount of 5.75% Senior Secured Notes due August 2027 (the "August 2027 Secured Notes"), respectively, in a private placement, a portion of the net proceeds of which, and cash on hand, were used to: (i) repurchase $584 million of 5.875% Senior Unsecured Notes due 2023 (the "May 2023 Unsecured Notes"), (ii) repurchase $518 million of 5.625% Senior Unsecured Notes due 2021 (the “December 2021 Unsecured Notes”), (iii) repurchase $216 million of 5.50% Senior Unsecured Notes due 2023 (the "March 2023 Unsecured Notes”) and (iv) pay all fees and expenses associated with these transactions (collectively, the “ March 2019 Refinancing Transactions ”). During April 2019, the Company redeemed $182 million of the December 2021 Unsecured Notes, representing the remaining outstanding principal balance of the December 2021 Unsecured Notes and completing the refinancing of $1,500 million of debt in connection with the March 2019 Refinancing Transactions . The March 2019 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $8 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Interest on the August 2027 Secured Notes is payable semi-annually in arrears on each February 15 and August 15. The August 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after August 15, 2022, at the redemption prices set forth in the indenture. The Company may redeem some or all of the August 2027 Secured Notes prior to August 15, 2022 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to August 15, 2022, the Company may redeem up to 40% of the aggregate principal amount of the August 2027 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. 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. 9.25% Senior Unsecured Notes due 2026 - March 2018 Refinancing Transactions On March 26, 2018, BHA issued $1,500 million in aggregate principal amount of 9.25% Senior Unsecured Notes due 2026 (the “April 2026 Unsecured Notes”) in a private placement, the net proceeds of which, and cash on hand, were used to repurchase $1,500 million in aggregate principal amount of unsecured notes, which consisted of: (i) $1,017 million in principal amount of the March 2020 Unsecured Notes, (ii) $411 million in principal amount of the 6.375% October 2020 Unsecured Notes and (iii) $72 million in principal amount of the August 2021 Unsecured Notes. All fees and expenses associated with these transactions were paid with cash on hand (collectively, the “ March 2018 Refinancing Transactions ”). The March 2018 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $26 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. The April 2026 Unsecured Notes accrue interest at the rate of 9.25% per year, payable semi-annually in arrears on each of April 1 and October 1. 8.50% Senior Unsecured Notes due 2027 - June 2018 Refinancing Transactions and March 2019 Refinancing Transactions As part of the June 2018 Refinancing Transactions , BHA issued $750 million in aggregate principal amount of January 2027 Unsecured Notes in a private placement, the proceeds of which, when combined with the remaining net proceeds from the June 2025 Term Loan B Facility and cash on hand, were deposited with The Bank of New York Mellon Trust Company, N.A., as trustee under the indentures governing the June 2018 Unsecured Refinanced Debt, to redeem the June 2018 Unsecured Refinanced Debt at its aggregate redemption price and the indentures governing the June 2018 Unsecured Refinanced Debt were discharged. The January 2027 Unsecured Notes accrue interest at the rate of 8.50% per year, payable semi-annually in arrears on each of January 31 and July 31. As part of the March 2019 Refinancing Transactions described above, BHA issued $1,000 million aggregate principal amount of 8.50% Senior Unsecured Notes due January 2027. These are additional notes and form part of the same series as BHA’s existing January 2027 Unsecured Notes. 7.00% Senior Unsecured Notes due 2028 and 7.25% Senior Unsecured Notes due 2029 - May 2019 Refinancing Transactions On May 23, 2019, the Company issued: (i) $750 million aggregate principal amount of 7.00% Senior Unsecured Notes due January 2028 (the "January 2028 Unsecured Notes") and (ii) $750 million aggregate principal amount of 7.25% Senior Unsecured Notes due May 2029 (the "May 2029 Unsecured Notes"), respectively, in a private placement, the net proceeds of which, and cash on hand, were used to: (i) repurchase $1,118 million of May 2023 Unsecured Notes, (ii) repurchase $382 million of March 2023 Unsecured Notes and (iii) pay all fees and expenses associated with these transactions (collectively, the “ May 2019 Refinancing Transactions ”). The May 2019 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $32 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Interest on the January 2028 Unsecured Notes is payable semi-annually in arrears on each January 15 and July 15. Interest on the May 2029 Unsecured Notes is payable semi-annually in arrears on each May 30 and November 30. The January 2028 Unsecured Notes and the May 2029 Unsecured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after January 15, 2023 and May 30, 2024, respectively, at the redemption prices set forth in the respective indenture. The Company may redeem some or all of the January 2028 Unsecured Notes or the May 2029 Unsecured Notes prior to January 15, 2023 and May 30, 2024, respectively, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to July 15, 2022, and May 30, 2022, the Company may redeem up to 40% of the aggregate principal amount of the January 2028 Unsecured Notes or the May 2029 Unsecured Notes, respectively, using the proceeds of certain equity offerings at the redemption price set forth in the respective indenture. Weighted Average Stated Rate of Interest The weighted average stated rate of interest for the Company's outstanding debt obligations as of June 30, 2019 and December 31, 2018 was 6.44% and 6.23% , respectively. Maturities and Mandatory Payments Maturities and mandatory payments of debt obligations for the remainder of 2019 , the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2019 $ 4 2020 203 2021 303 2022 1,553 2023 4,109 2024 2,303 Thereafter 15,894 Total debt obligations 24,369 Unamortized premiums, discounts and issuance costs (290 ) Total long-term debt and other $ 24,079 On August 1, 2019, the Company repaid $100 million of long-term debt, which included: (i) $81 million of the June 2025 Term Loan B Facility and (ii) $19 million of the November 2025 Term Loan B Facility. These transactions are not reflected in the table above and are therefore included as due during 2020. |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS The Company sponsors defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan, which covers certain U.S. employees and employees in certain other countries. Net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the six months ended June 30, 2019 and 2018 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2019 2018 2019 2018 2019 2018 Service cost $ 1 $ 1 $ 1 $ 1 $ — $ — Interest cost 4 3 3 3 — — Expected return on plan assets (6 ) (7 ) (3 ) (3 ) — — Amortization of prior service credit — — — — (1 ) (1 ) Net periodic (benefit) cost $ (1 ) $ (3 ) $ 1 $ 1 $ (1 ) $ (1 ) |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases certain facilities, vehicles and equipment principally under multi-year agreements generally having a lease term of one to twenty years , some of which include termination options and options to extend the lease term from one to five years or on a month-to-month basis. The Company includes options that are reasonably certain to be exercised as part of the lease term. The Company may negotiate termination clauses in anticipation of changes in market conditions but generally, these termination options are not exercised. Certain lease agreements also include variable payments that are dependent on usage or may vary month-to-month such as insurance, taxes and maintenance costs. None of the Company's lease agreements contain material residual value guarantees or material restrictive covenants. As discussed in Note 2, "SIGNIFICANT ACCOUNTING POLICIES" under the new standard for accounting for leases, which the Company adopted effective January 1, 2019, the Company is required to record a right-of-use asset and corresponding lease liability, equal to the present value of the lease payments at the commencement date of each lease. For all asset classes, in determining future lease payments, the Company has elected to aggregate lease components, such as payments for rent, taxes and insurance costs with non-lease components such as maintenance costs, and account for these payments as a single lease component. In limited circumstances, when the information necessary to determine the rate implicit in a lease is available, the present value of the lease payments is determined using the rate implicit in that lease. If the information necessary to determine the rate implicit in a lease is not available, the Company uses its incremental borrowing rate at the commencement of the lease, which represents the rate of interest that the Company would incur to borrow on a collateralized basis over a similar term. All leases must be classified as either an operating lease or finance lease. The classification is determined based on whether substantive control has been transferred to the lessee. The classification governs the pattern of lease expense recognition. For leases classified as operating leases, total lease expense over the term of the lease is equal to the undiscounted payments due in accordance with the lease arrangement. Fixed lease expense is recognized periodically on a straight-line basis over the term of each lease and includes: (i) imputed interest during the period on the lease liability determined using the effective interest rate method plus (ii) amortization of the right-of-use asset for that period. Amortization of the right-of-use asset during the period is calculated as the difference between the straight-line expense and the imputed interest on the lease liability for that period. Variable lease expense is recognized when the achievement of the specific target is considered probable. As of June 30, 2019 , the Company's finance leases were not material. Right-of-use assets and lease liabilities associated with the Company's operating leases are included in the Consolidated Balance Sheet as of June 30, 2019 as follows: (in millions) Right-of-use assets included in: Other non-current assets $ 263 Lease liabilities included in: Accrued and other current liabilities $ 47 Other non-current liabilities 235 Total lease liabilities $ 282 Sub-lease income is not material. Lease expense includes: (in millions) Three Months Ended Six Months Ended Operating lease costs $ 16 $ 32 Variable operating lease costs $ 5 $ 9 Short-term lease expense $ 1 $ 1 Other information related to operating leases for the six months ended June 30, 2019 is as follows: (dollars in millions) Cash paid from operating cash flows for amounts included in the measurement of lease liabilities $ 39 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11 Weighted-average remaining lease term 8.5 years Weighted-average discount rate 6.2 % Right-of-use assets obtained in exchange for new operating lease liabilities during the six months ended June 30, 2019 of $11 million in the table above does not include $282 million of right-of-use assets recognized upon adoption of the new standard for accounting for leases on January 1, 2019. See Note 2, "SIGNIFICANT ACCOUNTING POLICIES" for further detail regarding the impact of adoption. As of June 30, 2019 , future payments under noncancelable operating leases for the remainder of 2019, each of the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2019 $ 33 2020 59 2021 45 2022 38 2023 33 2024 28 Thereafter 137 Total 373 Less: Imputed interest 91 Present value of remaining lease payments 282 Less: Current portion 47 Non-current portion $ 235 Upon adopting the new lease guidance, the Company elected the modified retrospective approach without revising prior periods. Accordingly, the Company is providing the following table of future payments under noncancelable operating leases as of December 31, 2018, for each of the five succeeding years ending December 31 and thereafter as previously disclosed under prior accounting guidance: (in millions) 2019 2020 2021 2022 2023 Thereafter Total Future payments $ 78 $ 60 $ 44 $ 39 $ 32 $ 166 $ 419 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 included the following amendments: (i) the number of common shares authorized for issuance under the Amended and Restated 2014 Plan was 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 changes to Section 162(m) of the Internal Revenue Code, (iv) awards were made 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 9,754,000 common shares were available for future grants as of June 30, 2019 . The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. During the three months ended March 31, 2017, the Company introduced a long-term incentive program with the objective to re-align 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 restricted share units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”) and awards that vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”). The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Stock options $ 6 $ 6 $ 12 $ 11 RSUs 21 16 39 32 $ 27 $ 22 $ 51 $ 43 Research and development expenses $ 3 $ 2 $ 5 $ 4 Selling, general and administrative expenses 24 20 46 39 $ 27 $ 22 $ 51 $ 43 Share-based awards granted consist of: Six Months Ended June 30, 2019 2018 Stock options Granted 1,725,000 2,076,000 Weighted-average exercise price $ 23.16 $ 15.35 Weighted-average grant date fair value $ 8.46 $ 7.82 Time-based RSUs Granted 2,667,000 2,726,000 Weighted-average grant date fair value $ 24.06 $ 17.07 TSR performance-based RSUs Granted 454,000 469,000 Weighted-average grant date fair value $ 34.53 $ 29.35 ROTC performance-based RSUs Granted 505,000 409,000 Weighted-average grant date fair value $ 25.03 $ 18.80 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") during the three months ended March 31, 2018, 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 cancelled, and the shares underlying those performance-based RSUs were permanently retired and are not available for future grants under the Amended and Restated 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. As of June 30, 2019 , the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $142 million , which will be amortized over a weighted-average period of 2.07 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustments $ (2,034 ) $ (2,111 ) Pension and postretirement benefit plan adjustments, net of tax (27 ) (26 ) $ (2,061 ) $ (2,137 ) 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 consist of: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Product related research and development $ 108 $ 84 $ 215 $ 167 Quality assurance 9 10 19 19 $ 117 $ 94 $ 234 $ 186 |
OTHER EXPENSE, NET
OTHER EXPENSE, NET | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE, NET | OTHER EXPENSE, NET Other expense, net consists of: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Net loss (gain) on sale of assets $ 1 $ — $ (9 ) $ — Acquisition-related costs — 1 8 1 Litigation and other matters 1 (1 ) 3 10 Other, net 6 — 3 1 $ 8 $ — $ 5 $ 12 Included in Other, net in the table above for the three and six months ended June 30, 2019 , is $8 million of in-process research and development costs associated with the upfront payment to enter into an exclusive licensing agreement. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against a company's ordinary income, subject to certain limitations on the benefit of losses. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of the Company's income tax provision requires the use of management forecasts and other estimates, application of statutory income tax rates, and an evaluation of valuation allowances. The Company's estimated annual effective income tax rate may be revised, if necessary, in each interim period. Benefit from income taxes for the six months ended June 30, 2019 was $83 million and included: (i) $52 million of net income tax benefit for discrete items, which includes: (a) a $32 million tax benefit recognized upon a ruling from the Polish tax authorities confirming the deductibility of royalty payments by an affiliate, (b) $23 million in tax benefits associated with the filing of certain tax returns and (c) $4 million of net tax charges related to other changes in uncertain tax positions and (ii) $31 million of income tax benefit for the Company's ordinary loss during the six months ended June 30, 2019 . Provision for income taxes for the six months ended June 30, 2018 was $23 million and included: (i) $170 million of income tax benefit for the Company's ordinary loss during the six months ended June 30, 2018 and (ii) $193 million of net income tax expense for discrete items. The net income tax expense for discrete items includes: (i) $255 million of tax charges related to internal restructurings, (ii) a $57 million tax benefit related to the impairment of intangible assets and (iii) $10 million of tax benefits associated with the filing of tax returns for various tax jurisdictions. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made except that, as a result of the 2018 adoption of guidance regarding intra-entity transfers, any change in valuation allowance surrounding the adoption of the intra-entity transfer resulting from this adoption was recorded within equity. The valuation allowance against deferred tax assets was $3,058 million and $2,913 million as of June 30, 2019 and December 31, 2018 , respectively. The increase was primarily due to continued losses in Canada. The Company will continue to assess the need for a valuation allowance on a go-forward basis. As of June 30, 2019 and December 31, 2018 , the Company had $642 million and $654 million of unrecognized tax benefits, which included $45 million and $42 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of June 30, 2019 , $334 million would reduce the Company’s effective tax rate, if recognized. The Company anticipates that unrecognized tax benefits resolved within the next 12 months will not be material. The Company continues to be under examination by the Canada Revenue Agency. The Company’s position as of June 30, 2019 with regard to proposed audit adjustments has not changed and the proposed adjustments continue to result primarily in a loss of tax attributes that are subject to a full valuation allowance. 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 Company has filed tax returns which used a capital loss generated in 2017 to offset capital gains generated in 2014. As these tax returns were filed subsequent to the commencement of the examination by the Internal Revenue Service, the Company’s 2014 tax year cannot be closed commensurate with the examination’s conclusion. 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's U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2012 through 2017. The Company’s subsidiaries in Germany are under audit for tax years 2013 through 2017. 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. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's consolidated financial statements. 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. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Loss per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2019 2018 2019 2018 Net loss attributable to Bausch Health Companies Inc. $ (171 ) $ (873 ) $ (223 ) $ (3,454 ) Basic and diluted weighted-average common shares outstanding 352.1 351.3 351.7 351.0 Basic and diluted loss per share attributable to Bausch Health Companies Inc.: $ (0.49 ) $ (2.49 ) $ (0.63 ) $ (9.84 ) During the three and six months ended June 30, 2019 and 2018 , 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 4,395,000 and 3,245,000 common shares for the three months ended June 30, 2019 and 2018 , respectively, and approximately 4,657,000 and 2,865,000 common shares for the six months ended June 30, 2019 and 2018 , respectively. During the three and six months ended June 30, 2019 , time-based RSUs, performance-based RSUs and stock options to purchase approximately 4,855,000 common shares were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. During the three and six months ended June 30, 2018 , time-based RSUs, performance-based RSUs and stock options to purchase approximately 5,369,000 and 6,286,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 , the Company's Consolidated Balance Sheet includes accrued current loss contingencies of $12 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 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 against it. 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. On June 30, 2019, the Court denied the motion to dismiss. 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, the 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, as previously reported in the Company’s Form 10-K, 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 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. Some plaintiffs 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. On January 7, 2019, the Court entered a stipulation of voluntary dismissal in the Senzar Healthcare Master Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-02286) opt-out action, closing the case. On May 31, 2019, the Court dismissed the Catalyst Dynamic Alpha Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-12673) opt-out action on statute of limitations and other grounds, with leave to re-plead. The Catalyst Plaintiffs filed an amended complaint on July 1, 2019. 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, as previously reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019. 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 U.S. 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 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, as previously reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019, 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. 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 which exercised its 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. On April 12, 2019, the court lifted the stay. On July 30, 2019, the plaintiffs filed an amended complaint. 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. On March 29, 2019, the Company, certain individual defendants, and Plaintiffs submitted a consent order to stay further proceedings pending the completion of discovery in the federal opt-out case Hound Partners Offshore Funds, LP et al. v. Valeant Pharmaceuticals International, Inc. 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, and alleging violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, and of various state antitrust and consumer protection laws. These cases have been consolidated in the Middle District of Florida by the Judicial Panel for Multidistrict Litigation, under the caption In re Disposable Contact Lens Antitrust Litigation, Case No. 3:15-md-02626-HES-JRK. On August 20, 2018, defendants filed motions for summary judgment. The Court has set oral argument on the motions for summary judgement for August 21 and 22, 2019. On December 4, 2018, the Court certified six classes, four of which relate to B&L Inc. Defendants' petitions seeking leave from the Eleventh Circuit Court of Appeals to file an immediate appeal of the class certification order have been denied. On February 20, 2019, the Court removed the case from the trial calendar. The Company continues to vigorously defend this matter. Generic Pricing Antitrust Class Action As of June 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”) (for the purposes of this subsection, collectively, the “Company”), 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 lawsuit to which the Company was added was filed by direct purchaser plaintiffs and seeks damages under federal antitrust laws, alleging that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals. 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. As of December 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. Separate complaints by other plaintiffs which had been consolidated in the same multidistrict litigation do not name the Company or any of its subsidiaries as a defendant. The Company has filed motions to dismiss. Discovery against the Company’s subsidiaries has commenced. The Company continues 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 ® , Xifaxan ® 200mg, Plenvu ® , Glumetza ® , Bryhali ™ , Prolensa ® and Jublia ® in the United States, or other similar suits. These matters are proceeding in the ordinary course. In July 2019, the Company announced that the U.S. District Court of New Jersey had upheld the validity of and determined Actavis' infringement of a patent protecting the Company's Relistor ® tablets, expiring in March 2031. In July, the Company also announced that it had agreed to resolve the outstanding intellectual property litigation with Teva Pharmaceuticals USA, Inc. ("Teva") regarding Apriso ® extended-release capsules 0.375g. As part of the settlement, the parties agreed to dismiss all litigation related to Apriso ® , and intellectual property protecting Apriso ® will remain intact and enforceable. In addition, the Company will grant Teva a non-exclusive license effective October 1, 2021 to the intellectual property relating to Apriso ® in the United States (provided that Teva will be able to begin marketing prior to such date if another generic version of the product is granted approval and starts selling or distributing such generic prior to October 1, 2021). 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 U.S. 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 U.S. 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 Since 2016, the Company has been named in one hundred and sixty-six ( 166 ) product liability lawsuits involving the Shower to Shower ® body powder product acquired in September 2012 from Johnson & Johnson; due to dismissals, only twelve ( 12 ) of such product liability suits currently remain pending, and these twelve ( 12 ) matters are subject to the Johnson & Johnson indemnification referenced below. These lawsuits include three cases 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, and one case that was filed in the District of Puerto Rico and subsequently transferred to the MDL. 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 subsequently 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 one case pending in New Jersey and one case pending in Delaware. 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 the remaining two 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 twenty-two ( 122 ) of the Delaware actions were voluntarily dismissed without prejudice pursuant to stipulation in January 2019, and although the stipulation permitted the cases to be filed again within 60 days , no ne of the cases have been refiled. 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. Presently, four cases remain pending in the Superior Court of New Jersey and one case in the Superior Court of California. 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 damages, including medical expenses, lost wages or earning capacity, and loss of consortium. In addition, Plaintiffs seek compensation for pain and suffering, mental anguish anxiety and discomfort, physical impairment and loss of enjoyment of life. Plaintiffs also seek pre- and post-judgment interest, exemplary and punitive damages, and attorneys’ fees. Additionally, two proposed class actions have been filed in Canada against the Company and various Johnson & Johnson entities ( one in the Supreme Court of British Columbia and one in the Superior Court of Quebec). The Company also acquired the rights to the Shower to Shower ® product in Canada from Johnson & Johnson in September 2012. In the British Columbia matter, the plaintiff seeks to certify a proposed class action on behalf of persons in British Columbia and Canada who have purchased or used Johnson & Johnson’s Baby Powder or Shower to Shower ® , including their estates, executors and personal representatives, and is alleging that the use of this product increases certain health risks. In the Quebec matter, the plaintiff sought to certify a proposed class action on behalf of persons in Quebec who have used Johnson & Johnson’s Baby Powder or Shower to Shower ® , as well as their family members, assigns and heirs, and is alleging negligence in failing to properly test, failing to warn of health risks, and failing to remove the products from the market in a timely manner. A certification (also known as authorization) hearing was held in the Quebec matter and the Court certified (or as stated under Quebec law, authorized) the bringing of a class action by a representative plaintiff on behalf of people in Quebec who have used Johnson & Johnson's Baby Powder and/or Shower to Shower ® in their perineal area and have been diagnosed with ovarian cancer and/or family members, assigns and heirs. The plaintiffs in these actions are seeking awards of general, special, compensatory and punitive damages. The Company intends to defend itself vigorously in each of the remaining actions that are not voluntarily dismissed or subject to a grant of summary judgment. Potential liability (including its attorneys’ fees and costs) arising out of the covered Shower to Shower ® lawsuits filed against the Company is subject to certain indemnification obligations of Johnson & Johnson owed to the Company, and legal fees and costs have been and will continue to be reimbursed by Johnson & Johnson. The Company and Johnson & Johnson reached an agreement on April 17, 2019, regarding the scope of the indemnification relating to the majority of the Shower to Shower ® matters (the “Covered Matters”) and the Company has dismissed the demand for arbitration that the Company filed against Johnson & Johnson to assert its rights to indemnification. Johnson & Johnson will fully indemnify the Company in the Covered Matters, which include (i) personal injury and products liability actions arising from alleged exposure to Shower to Shower ® prior to March 2020, and (ii) consumer fraud, consumer protection, false advertising or other regulatory actions arising out of the manufacture, use, or sale of Shower to Shower ® up to and including September 9, 2012. The Company does not believe that the Covered Matters will have a material impact on the Company’s financial results going forward. General Civil Actions Mississippi Attorney General Consumer Protection Action The Company and Bausch Health US are named in an action brought by James Hood, Attorney General of Mississippi, in the Chancery Court of the First Judicial District of Hinds County, Mississippi (Hood ex rel. State of Mississippi, Civil Action No. G2014-1207013, filed on August 22, 2014), alleging consumer protection claims against Johnson & Johnson and Johnson Consumer Companies, Inc., the Company and Bausch Health US related to the Shower to Shower ® body powder product and its alleged causal link to ovarian cancer. As indic |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments Since the second quarter of 2018 and consistent with how the Company’s CEO currently: (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 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 in the U.S. of: (i) pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products. Effective in the first quarter of 2019, one product historically included in the reported results of the Ortho Dermatologics business unit in the Ortho Dermatologics segment is now included in the reported results of the Generics business unit in the Diversified Products segment and another product historically included in the reported results of the Ortho Dermatologics business unit in the Ortho Dermatologics segment is now included in the reported results of the Dentistry business unit in the Diversified Products segment as management believes the products better align with the new respective business units. These changes in product alignment are not material. Prior period presentations of business unit and segment revenues and profits have been conformed to current segment and business unit reporting structures. Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, Asset impairments, In-process research and development costs, Restructuring and integration costs, Acquisition-related contingent consideration costs and Other income, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and incurs certain 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. Furthermore, a portion of share-based compensation is considered a corporate cost, since the amount of such expense depends on company-wide performance rather than the operating performance of any single segment. Segment Revenues and Profits Segment revenues and profits were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Revenues: Bausch + Lomb/International $ 1,208 $ 1,209 $ 2,326 $ 2,312 Salix 509 441 954 863 Ortho Dermatologics 122 141 260 281 Diversified Products 313 337 628 667 $ 2,152 $ 2,128 $ 4,168 $ 4,123 Segment profits: Bausch + Lomb/International $ 337 $ 350 $ 656 $ 647 Salix 332 292 620 564 Ortho Dermatologics 41 58 98 102 Diversified Products 232 259 468 499 942 959 1,842 1,812 Corporate (152 ) (161 ) (277 ) (275 ) Amortization of intangible assets (488 ) (741 ) (977 ) (1,484 ) Goodwill impairments — — — (2,213 ) Asset impairments (13 ) (301 ) (16 ) (345 ) Restructuring and integration costs (4 ) (7 ) (24 ) (13 ) Acquisition-related contingent consideration (20 ) 6 1 4 Other income (expense), net (8 ) — (5 ) (12 ) Operating income (loss) 257 (245 ) 544 (2,526 ) Interest income 3 3 7 6 Interest expense (409 ) (435 ) (815 ) (851 ) Loss on extinguishment of debt (33 ) (48 ) (40 ) (75 ) Foreign exchange and other 3 (9 ) 3 18 Loss before benefit from (provision for) income taxes $ (179 ) $ (734 ) $ (301 ) $ (3,428 ) Revenues by Segment and Product Category Revenues by segment and product category were as follows: Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 235 $ 509 $ 75 $ 199 $ 1,018 $ 242 $ 441 $ 101 $ 245 $ 1,029 Devices 387 — 45 — 432 389 — 32 — 421 OTC 367 — — — 367 368 — — — 368 Branded and Other Generics 194 — — 111 305 193 — — 89 282 Other revenues 25 — 2 3 30 17 — 8 3 28 $ 1,208 $ 509 $ 122 $ 313 $ 2,152 $ 1,209 $ 441 $ 141 $ 337 $ 2,128 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 452 $ 954 $ 170 $ 410 $ 1,986 $ 445 $ 863 $ 206 $ 481 $ 1,995 Devices 753 — 83 — 836 752 — 61 — 813 OTC 691 — — — 691 694 — — — 694 Branded and Other Generics 385 — — 213 598 384 — — 179 563 Other revenues 45 — 7 5 57 37 — 14 7 58 $ 2,326 $ 954 $ 260 $ 628 $ 4,168 $ 2,312 $ 863 $ 281 $ 667 $ 4,123 The top ten products for the six months ended June 30, 2019 and 2018 represented 38% and 35% of total revenues for the six months ended June 30, 2019 and 2018 , respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 U.S. and Puerto Rico $ 1,282 $ 1,261 $ 2,482 $ 2,437 China 101 98 190 182 Canada 88 76 167 153 Japan 59 55 114 106 France 58 58 111 113 Poland 49 52 107 115 Mexico 58 54 102 97 Egypt 49 44 102 89 Germany 41 42 86 92 Russia 41 40 77 68 United Kingdom 30 31 58 58 Italy 22 23 44 45 Spain 23 23 44 44 Other 251 271 484 524 $ 2,152 $ 2,128 $ 4,168 $ 4,123 Major Customers Customers that accounted for 10% or more of total revenues were as follows: Six Months Ended June 30, 2019 2018 McKesson Corporation (including McKesson Specialty) 17% 17% AmerisourceBergen Corporation 16% 18% Cardinal Health, Inc. 14% 13% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Use of Estimates The accompanying unaudited Consolidated Financial Statements have been prepared by the Company in U.S. dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC and the CSA on February 20, 2019. The unaudited Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2018 , except for the new accounting guidance adopted during the period. The unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. |
Use of Estimates | In preparing the unaudited 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 unaudited Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. 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 results of operations and financial position could be materially impacted. |
Principles of Consolidation | Principles of Consolidation The unaudited Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. |
Adoption of New Accounting Guidance and Recently Issued Accounting Standards, Not Adopted as of June 30, 2019 | Adoption of New Accounting Guidance In February 2016, the Financial Accounting Standards Board ("FASB") issued a new standard revising the accounting for leases 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. Under the new standard, all leases are classified as either a finance lease or an operating lease. The classification is determined based on whether substantive control has been transferred to the lessee and its determination will govern the pattern of lease cost recognition. Finance leases are accounted for in substantially the same manner as capital leases under the former U.S. GAAP standard. Operating leases are accounted for in the statements of operations and statements of cash flows in a manner substantially consistent with operating leases under the former U.S. GAAP standard. However, as it relates to the balance sheet, lessees are, with limited exception, required to record a right-of-use asset and a corresponding lease liability, equal to the present value of the lease payments for each operating lease. Lessees are not required to recognize a right-of-use asset or lease liability for short-term leases, but instead recognizes lease payments as an expense on a straight-line basis over the lease term. The standard also requires lessees and lessors to provide additional qualitative and quantitative disclosures to help financial statement users assess the amounts, timing and uncertainty of cash flows arising from leases. The Company adopted the new standard effective January 1, 2019, using the modified retrospective approach. Upon adoption, the Company elected the available practical expedients, including: (i) the package of practical expedients as defined in the accounting guidance, which among other things, allowed the carry forward of historical lease classifications, (ii) the election to use hindsight in determining the lease terms for all leases, (iii) the transition method, which does not require the restatement of prior periods, (iv) the election to aggregate lease components with non-lease components and account for these payments as a single lease component and (v) the short-term lease exemption, which does not require recognition on the balance sheet for leases with an initial term of 12 months or less. The Company has updated its systems, processes and controls to track, record and account for its lease portfolio, including implementation of a third-party software tool to assist in complying with the new standard. Upon adoption of the new standard, the Company recognized a right-of-use asset and a corresponding lease liability of $302 million . In addition, approximately $20 million of restructuring liabilities associated with facility closures and deferred rents, included in Other non-current liabilities as of December 31, 2018, were reclassified to reduce right-of-use assets. The adoption of the standard did not have a material impact on the Consolidated Statements of Operations, Comprehensive Loss, Equity and Cash Flows for any of the periods presented. See Note 12, "LEASES" for additional details and application of this standard. 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 has early-adopted this guidance prospectively for all implementation costs incurred after January 1, 2019. Recently Issued Accounting Standards, Not Adopted as of June 30, 2019 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. In May 2019, the FASB issued an update allowing a targeted transition relief for the option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. 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. |
Revenue Recognition | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of eye-health, GI and dermatology, 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 20, "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. 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 a future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks, and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of variable consideration provisions | The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2019 and 2018 . Six Months Ended June 30, 2019 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balances, January 1, 2019 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Acquisition of Synergy — 3 12 — 1 16 Current period provisions 406 78 1,100 930 98 2,612 Payments and credits (408 ) (120 ) (1,125 ) (979 ) (119 ) (2,751 ) Reserve balances, June 30, 2019 $ 173 $ 774 $ 1,011 $ 160 $ 143 $ 2,261 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $30 million and $26 million as of June 30, 2019 and January 1, 2019, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits for the six months ended June 30, 2019 . Six Months Ended June 30, 2018 (in millions) Discounts and Allowances Returns Rebates Chargebacks Distribution Fees Total Reserve balances, January 1, 2018 $ 167 $ 863 $ 1,094 $ 274 $ 148 $ 2,546 Current period provisions 406 163 1,330 947 116 2,962 Payments and credits (409 ) (185 ) (1,287 ) (971 ) (120 ) (2,972 ) Reserve balances, June 30, 2018 $ 164 $ 841 $ 1,137 $ 250 $ 144 $ 2,536 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Estimated fair values of assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the acquisition of certain assets of Synergy as of the acquisition date: (in millions) Accounts receivable $ 7 Inventories 24 Prepaid expenses and other current assets 5 Product brand intangible assets (estimated useful life - 7 years) 159 Accounts payable (1 ) Accrued expenses (17 ) Total identifiable net assets 177 Goodwill 3 Total fair value of consideration transferred $ 180 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: June 30, 2019 December 31, 2018 (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 $ 258 $ 206 $ 52 $ — $ 197 $ 166 $ 31 $ — Restricted cash $ 2 $ 2 $ — $ — $ 2 $ 2 $ — $ — Liabilities: Acquisition-related contingent consideration $ 318 $ — $ — $ 318 $ 339 $ — $ — $ 339 |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Balance, beginning of period $ 339 $ 387 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 11 $ 12 Fair value adjustments due to changes in estimates of other future payments (12 ) (16 ) Acquisition-related contingent consideration (1 ) (4 ) Foreign currency translation adjustment included in other comprehensive loss — 1 Payments (20 ) (20 ) Balance, end of period 318 364 Current portion included in Accrued and other current liabilities 47 54 Non-current portion $ 271 $ 310 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | Inventories, net of allowances for obsolescence consist of: (in millions) June 30, December 31, Raw materials $ 307 $ 275 Work in process 145 95 Finished goods 608 564 $ 1,060 $ 934 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: June 30, 2019 December 31, 2018 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 21,109 $ (12,815 ) $ 8,294 $ 20,891 $ (11,958 ) $ 8,933 Corporate brands 930 (301 ) 629 926 (263 ) 663 Product rights/patents 3,297 (2,769 ) 528 3,292 (2,658 ) 634 Partner relationships 169 (167 ) 2 168 (166 ) 2 Technology and other 209 (182 ) 27 208 (173 ) 35 Total finite-lived intangible assets 25,714 (16,234 ) 9,480 25,485 (15,218 ) 10,267 Acquired IPR&D not in service 18 — 18 36 — 36 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,430 $ (16,234 ) $ 11,196 $ 27,219 $ (15,218 ) $ 12,001 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: June 30, 2019 December 31, 2018 (in millions) Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Gross Carrying Amount Accumulated Amortization and Impairments Net Carrying Amount Finite-lived intangible assets: Product brands $ 21,109 $ (12,815 ) $ 8,294 $ 20,891 $ (11,958 ) $ 8,933 Corporate brands 930 (301 ) 629 926 (263 ) 663 Product rights/patents 3,297 (2,769 ) 528 3,292 (2,658 ) 634 Partner relationships 169 (167 ) 2 168 (166 ) 2 Technology and other 209 (182 ) 27 208 (173 ) 35 Total finite-lived intangible assets 25,714 (16,234 ) 9,480 25,485 (15,218 ) 10,267 Acquired IPR&D not in service 18 — 18 36 — 36 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,430 $ (16,234 ) $ 11,196 $ 27,219 $ (15,218 ) $ 12,001 |
Schedule of estimated aggregate amortization expense for each of the five succeeding years | Estimated amortization expense of finite-lived intangible assets for the remainder of 2019 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2019 2020 2021 2022 2023 2024 Thereafter Total Amortization $ 924 $ 1,641 $ 1,392 $ 1,239 $ 1,089 $ 955 $ 2,240 $ 9,480 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the six months ended June 30, 2019 and the year ended December 31, 2018 were as follows: (in millions) Bausch + Lomb/ International Branded Rx U.S. Diversified Products Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2018 $ 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 Acquisition of certain assets of Synergy — — — 3 — — 3 Foreign exchange and other 15 — — — — — 15 Balance, June 30, 2019 $ 5,820 $ — $ — $ 3,159 $ 1,267 $ 2,914 $ 13,160 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) June 30, December 31, 2018 Product rebates $ 981 $ 998 Product returns 774 813 Interest 284 273 Employee compensation and benefit costs 241 301 Income taxes payable 150 167 Other 692 645 $ 3,122 $ 3,197 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: June 30, 2019 December 31, 2018 (in millions) Maturity Principal Amount Net of Premiums, Discounts and Issuance Costs Principal Amount Net of Premiums, Discounts and Issuance Costs Senior Secured Credit Facilities: 2023 Revolving Credit Facility June 2023 $ 150 $ 150 $ 75 $ 75 June 2025 Term Loan B Facility June 2025 4,141 4,029 4,394 4,269 November 2025 Term Loan B Facility November 2025 1,406 1,384 1,481 1,456 Senior Secured Notes: 6.50% Secured Notes March 2022 1,250 1,240 1,250 1,239 7.00% Secured Notes March 2024 2,000 1,981 2,000 1,979 5.50% Secured Notes November 2025 1,750 1,732 1,750 1,730 5.75% Secured Notes August 2027 500 493 — — Senior Unsecured Notes: 5.625% December 2021 — — 700 697 5.50% March 2023 402 400 1,000 995 5.875% May 2023 1,548 1,539 3,250 3,229 4.50% euro-denominated debt May 2023 1,706 1,696 1,720 1,709 6.125% April 2025 3,250 3,228 3,250 3,226 9.00% December 2025 1,500 1,471 1,500 1,469 9.25% April 2026 1,500 1,483 1,500 1,482 8.50% January 2027 1,750 1,757 750 738 7.00% January 2028 750 740 — — 7.25% May 2029 750 740 — — Other Various 16 16 12 12 Total long-term debt and other $ 24,369 24,079 $ 24,632 24,305 Less: Current portion of long-term debt and other 56 228 Non-current portion of long-term debt $ 24,023 $ 24,077 |
Schedule of long-term debt maturities | Maturities and mandatory payments of debt obligations for the remainder of 2019 , the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2019 $ 4 2020 203 2021 303 2022 1,553 2023 4,109 2024 2,303 Thereafter 15,894 Total debt obligations 24,369 Unamortized premiums, discounts and issuance costs (290 ) Total long-term debt and other $ 24,079 |
PENSION AND POSTRETIREMENT EM_2
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | Net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the six months ended June 30, 2019 and 2018 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2019 2018 2019 2018 2019 2018 Service cost $ 1 $ 1 $ 1 $ 1 $ — $ — Interest cost 4 3 3 3 — — Expected return on plan assets (6 ) (7 ) (3 ) (3 ) — — Amortization of prior service credit — — — — (1 ) (1 ) Net periodic (benefit) cost $ (1 ) $ (3 ) $ 1 $ 1 $ (1 ) $ (1 ) |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of right-of-use assets and right-of-use liabilities | Right-of-use assets and lease liabilities associated with the Company's operating leases are included in the Consolidated Balance Sheet as of June 30, 2019 as follows: (in millions) Right-of-use assets included in: Other non-current assets $ 263 Lease liabilities included in: Accrued and other current liabilities $ 47 Other non-current liabilities 235 Total lease liabilities $ 282 |
Summary of lease expenses | Lease expense includes: (in millions) Three Months Ended Six Months Ended Operating lease costs $ 16 $ 32 Variable operating lease costs $ 5 $ 9 Short-term lease expense $ 1 $ 1 |
Summary of other operating lease information | Other information related to operating leases for the six months ended June 30, 2019 is as follows: (dollars in millions) Cash paid from operating cash flows for amounts included in the measurement of lease liabilities $ 39 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11 Weighted-average remaining lease term 8.5 years Weighted-average discount rate 6.2 % |
Summary of operating lease future payments, after adoption of 842 | As of June 30, 2019 , future payments under noncancelable operating leases for the remainder of 2019, each of the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2019 $ 33 2020 59 2021 45 2022 38 2023 33 2024 28 Thereafter 137 Total 373 Less: Imputed interest 91 Present value of remaining lease payments 282 Less: Current portion 47 Non-current portion $ 235 |
Summary of operating lease future payments, before adoption of 842 | Accordingly, the Company is providing the following table of future payments under noncancelable operating leases as of December 31, 2018, for each of the five succeeding years ending December 31 and thereafter as previously disclosed under prior accounting guidance: (in millions) 2019 2020 2021 2022 2023 Thereafter Total Future payments $ 78 $ 60 $ 44 $ 39 $ 32 $ 166 $ 419 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of the components and classification of share-based compensation expense | The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Stock options $ 6 $ 6 $ 12 $ 11 RSUs 21 16 39 32 $ 27 $ 22 $ 51 $ 43 Research and development expenses $ 3 $ 2 $ 5 $ 4 Selling, general and administrative expenses 24 20 46 39 $ 27 $ 22 $ 51 $ 43 |
Summary of share-based awards | Share-based awards granted consist of: Six Months Ended June 30, 2019 2018 Stock options Granted 1,725,000 2,076,000 Weighted-average exercise price $ 23.16 $ 15.35 Weighted-average grant date fair value $ 8.46 $ 7.82 Time-based RSUs Granted 2,667,000 2,726,000 Weighted-average grant date fair value $ 24.06 $ 17.07 TSR performance-based RSUs Granted 454,000 469,000 Weighted-average grant date fair value $ 34.53 $ 29.35 ROTC performance-based RSUs Granted 505,000 409,000 Weighted-average grant date fair value $ 25.03 $ 18.80 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of the components of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustments $ (2,034 ) $ (2,111 ) Pension and postretirement benefit plan adjustments, net of tax (27 ) (26 ) $ (2,061 ) $ (2,137 ) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Product related research and development $ 108 $ 84 $ 215 $ 167 Quality assurance 9 10 19 19 $ 117 $ 94 $ 234 $ 186 |
OTHER EXPENSE, NET (Tables)
OTHER EXPENSE, NET (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense, net | Other expense, net consists of: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Net loss (gain) on sale of assets $ 1 $ — $ (9 ) $ — Acquisition-related costs — 1 8 1 Litigation and other matters 1 (1 ) 3 10 Other, net 6 — 3 1 $ 8 $ — $ 5 $ 12 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings per share | Loss per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2019 2018 2019 2018 Net loss attributable to Bausch Health Companies Inc. $ (171 ) $ (873 ) $ (223 ) $ (3,454 ) Basic and diluted weighted-average common shares outstanding 352.1 351.3 351.7 351.0 Basic and diluted loss per share attributable to Bausch Health Companies Inc.: $ (0.49 ) $ (2.49 ) $ (0.63 ) $ (9.84 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 Revenues: Bausch + Lomb/International $ 1,208 $ 1,209 $ 2,326 $ 2,312 Salix 509 441 954 863 Ortho Dermatologics 122 141 260 281 Diversified Products 313 337 628 667 $ 2,152 $ 2,128 $ 4,168 $ 4,123 Segment profits: Bausch + Lomb/International $ 337 $ 350 $ 656 $ 647 Salix 332 292 620 564 Ortho Dermatologics 41 58 98 102 Diversified Products 232 259 468 499 942 959 1,842 1,812 Corporate (152 ) (161 ) (277 ) (275 ) Amortization of intangible assets (488 ) (741 ) (977 ) (1,484 ) Goodwill impairments — — — (2,213 ) Asset impairments (13 ) (301 ) (16 ) (345 ) Restructuring and integration costs (4 ) (7 ) (24 ) (13 ) Acquisition-related contingent consideration (20 ) 6 1 4 Other income (expense), net (8 ) — (5 ) (12 ) Operating income (loss) 257 (245 ) 544 (2,526 ) Interest income 3 3 7 6 Interest expense (409 ) (435 ) (815 ) (851 ) Loss on extinguishment of debt (33 ) (48 ) (40 ) (75 ) Foreign exchange and other 3 (9 ) 3 18 Loss before benefit from (provision for) income taxes $ (179 ) $ (734 ) $ (301 ) $ (3,428 ) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 235 $ 509 $ 75 $ 199 $ 1,018 $ 242 $ 441 $ 101 $ 245 $ 1,029 Devices 387 — 45 — 432 389 — 32 — 421 OTC 367 — — — 367 368 — — — 368 Branded and Other Generics 194 — — 111 305 193 — — 89 282 Other revenues 25 — 2 3 30 17 — 8 3 28 $ 1,208 $ 509 $ 122 $ 313 $ 2,152 $ 1,209 $ 441 $ 141 $ 337 $ 2,128 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 452 $ 954 $ 170 $ 410 $ 1,986 $ 445 $ 863 $ 206 $ 481 $ 1,995 Devices 753 — 83 — 836 752 — 61 — 813 OTC 691 — — — 691 694 — — — 694 Branded and Other Generics 385 — — 213 598 384 — — 179 563 Other revenues 45 — 7 5 57 37 — 14 7 58 $ 2,326 $ 954 $ 260 $ 628 $ 4,168 $ 2,312 $ 863 $ 281 $ 667 $ 4,123 |
Schedule of revenue attributed to a geographic region | Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2019 2018 2019 2018 U.S. and Puerto Rico $ 1,282 $ 1,261 $ 2,482 $ 2,437 China 101 98 190 182 Canada 88 76 167 153 Japan 59 55 114 106 France 58 58 111 113 Poland 49 52 107 115 Mexico 58 54 102 97 Egypt 49 44 102 89 Germany 41 42 86 92 Russia 41 40 77 68 United Kingdom 30 31 58 58 Italy 22 23 44 45 Spain 23 23 44 44 Other 251 271 484 524 $ 2,152 $ 2,128 $ 4,168 $ 4,123 |
Schedule of customers that accounted for 10% or more of total revenue | Customers that accounted for 10% or more of total revenues were as follows: Six Months Ended June 30, 2019 2018 McKesson Corporation (including McKesson Specialty) 17% 17% AmerisourceBergen Corporation 16% 18% Cardinal Health, Inc. 14% 13% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Jun. 30, 2019country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates (over) | 90 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use asset | $ 263 | $ 302 | |
Lease liability | 282 | 302 | |
Other non-current liabilities adjustment, upon adoption of ASU | (783) | $ (581) | |
Reduction, right-of-use asset, upon adoption of ASU | $ (263) | (302) | |
Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use asset | (20) | ||
Other non-current liabilities adjustment, upon adoption of ASU | 20 | ||
Reduction, right-of-use asset, upon adoption of ASU | $ 20 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 2,384 | $ 2,546 |
Acquisition of Synergy | 16 | |
Current period provisions | 2,612 | 2,962 |
Payments and credits | (2,751) | (2,972) |
Reserve ending balance | 2,261 | 2,536 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 175 | 167 |
Acquisition of Synergy | 0 | |
Current period provisions | 406 | 406 |
Payments and credits | (408) | (409) |
Reserve ending balance | 173 | 164 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 813 | 863 |
Acquisition of Synergy | 3 | |
Current period provisions | 78 | 163 |
Payments and credits | (120) | (185) |
Reserve ending balance | 774 | 841 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 1,024 | 1,094 |
Acquisition of Synergy | 12 | |
Current period provisions | 1,100 | 1,330 |
Payments and credits | (1,125) | (1,287) |
Reserve ending balance | 1,011 | 1,137 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 209 | 274 |
Acquisition of Synergy | 0 | |
Current period provisions | 930 | 947 |
Payments and credits | (979) | (971) |
Reserve ending balance | 160 | 250 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 163 | 148 |
Acquisition of Synergy | 1 | |
Current period provisions | 98 | 116 |
Payments and credits | (119) | (120) |
Reserve ending balance | $ 143 | $ 144 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Cooperative advertising credits included in rebates | $ 2,261,000,000 | $ 2,536,000,000 | $ 2,261,000,000 | $ 2,536,000,000 | $ 2,384,000,000 | $ 2,546,000,000 | |
Price appreciation credits | 2,152,000,000 | $ 2,128,000,000 | 4,168,000,000 | 4,123,000,000 | |||
Price Appreciation Credit | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Price appreciation credits | 0 | $ 15,000,000 | |||||
Rebates, Advertising Credits Portion | |||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||
Cooperative advertising credits included in rebates | $ 30,000,000 | $ 30,000,000 | $ 26,000,000 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) - USD ($) $ in Millions | Mar. 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Advisory, legal, valuation, accounting and other similar services, included in other (income) expense | $ 8 | $ 0 | $ 5 | $ 12 | ||
Synergy Pharmaceuticals Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash payments to acquire certain assets and assumed liabilities | $ 180 | |||||
Revenue of acquiree since acquisition date | $ 23 | |||||
Operating results of acquiree since acquisition | $ 0 | |||||
Pro forma revenue | 0 | 0 | ||||
Pro forma operating results | 0 | $ 0 | ||||
Advisory, legal, valuation, accounting and other similar services, included in other (income) expense | $ 8 |
ACQUISITION - Estimated Fair Va
ACQUISITION - Estimated Fair Value Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 06, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 13,160 | $ 13,142 | $ 15,593 | |
Synergy Pharmaceuticals Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 7 | |||
Inventories | 24 | |||
Prepaid expenses and other current assets | 5 | |||
Product brand intangible assets (estimated useful life - 7 years) | 159 | |||
Accounts payable | (1) | |||
Accrued expenses | (17) | |||
Total identifiable net assets | 177 | |||
Goodwill | 3 | |||
Total fair value of consideration transferred | $ 180 | |||
Product brand intangible assets, useful life | 7 years |
RESTRUCTURING AND INTEGRATION_2
RESTRUCTURING AND INTEGRATION COSTS - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Acquisition-Related Restructuring Costs | ||
Cost-rationalization and integration initiatives | ||
Remaining restructuring liabilities | $ 27 | |
Other Restructuring, Integration-related and Other Costs | ||
Cost-rationalization and integration initiatives | ||
Incurred restructuring costs | 24 | $ 13 |
Severance costs | 6 | 8 |
Business exit costs | 6 | 5 |
Other costs | 1 | |
Restructuring payments | 24 | $ 13 |
Other Restructuring, Integration-related and Other Costs | Synergy Pharmaceuticals Inc. | ||
Cost-rationalization and integration initiatives | ||
Severance costs | $ 11 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Liabilities: | ||||
Highly liquid investments, maturity period (in months) (or less) | 3 months | |||
Included in fair value adjustments due to changes in estimates of other future payments | $ (1) | $ (4) | ||
Fair Value Adjustments, Changes In Estimates Of Other Future Payments | ||||
Liabilities: | ||||
Included in fair value adjustments due to changes in estimates of other future payments | (12) | $ (16) | ||
Fair Value Adjustments, Changes In Estimates Of Other Future Payments | 2011 Acquisition | ||||
Liabilities: | ||||
Included in fair value adjustments due to changes in estimates of other future payments | $ 8 | 8 | ||
Recurring basis | ||||
Assets: | ||||
Cash equivalents | 258 | 258 | $ 197 | |
Restricted cash | 2 | 2 | 2 | |
Liabilities: | ||||
Acquisition-related contingent consideration | 318 | 318 | 339 | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Assets: | ||||
Cash equivalents | 206 | 206 | 166 | |
Restricted cash | 2 | 2 | 2 | |
Liabilities: | ||||
Acquisition-related contingent consideration | 0 | 0 | 0 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Cash equivalents | 52 | 52 | 31 | |
Restricted cash | 0 | 0 | 0 | |
Liabilities: | ||||
Acquisition-related contingent consideration | 0 | 0 | 0 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||||
Assets: | ||||
Cash equivalents | 0 | 0 | 0 | |
Restricted cash | 0 | 0 | 0 | |
Liabilities: | ||||
Acquisition-related contingent consideration | $ 318 | $ 318 | $ 339 | |
Recurring basis | Significant Unobservable Inputs (Level 3) | Measurement Input, Discount Rate | Minimum | ||||
Liabilities: | ||||
Fair value, contingent consideration obligations, discount rate | 0.05 | 0.05 | ||
Recurring basis | Significant Unobservable Inputs (Level 3) | Measurement Input, Discount Rate | Maximum | ||||
Liabilities: | ||||
Fair value, contingent consideration obligations, discount rate | 0.25 | 0.25 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Contingent Consideration Obligations (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance at the beginning of the period | $ 339 | $ 387 |
Acquisition-related contingent consideration | (1) | (4) |
Foreign currency translation adjustment included in other comprehensive loss | 0 | 1 |
Payments | (20) | (20) |
Balance at the end of the period | 318 | 364 |
Current portion included in Accrued and other current liabilities | 47 | 54 |
Non-current portion | 271 | 310 |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | 11 | 12 |
Fair value adjustments due to changes in estimates of other future payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | $ (12) | $ (16) |
FAIR VALUE MEASUREMENTS - Ass_2
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured on a Non-Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Nonrecurring adjustment | Significant Other Observable Inputs (Level 2) | ||
Assets Measured at Fair Value on a Recurring Basis | ||
Fair value of long-term debt | $ 25,275 | $ 23,357 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 307 | $ 275 |
Work in process | 145 | 95 |
Finished goods | 608 | 564 |
Total Inventories | $ 1,060 | $ 934 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,714 | $ 25,485 |
Accumulated Amortization and Impairments | (16,234) | (15,218) |
Net Carrying Amount | 9,480 | 10,267 |
Total intangible assets | ||
Gross Carrying Amount | 27,430 | 27,219 |
Net Carrying Amount | 11,196 | 12,001 |
Acquired IPR&D not in service | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 18 | 36 |
Corporate brands | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 21,109 | 20,891 |
Accumulated Amortization and Impairments | (12,815) | (11,958) |
Net Carrying Amount | 8,294 | 8,933 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 930 | 926 |
Accumulated Amortization and Impairments | (301) | (263) |
Net Carrying Amount | 629 | 663 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,297 | 3,292 |
Accumulated Amortization and Impairments | (2,769) | (2,658) |
Net Carrying Amount | 528 | 634 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 169 | 168 |
Accumulated Amortization and Impairments | (167) | (166) |
Net Carrying Amount | 2 | 2 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 209 | 208 |
Accumulated Amortization and Impairments | (182) | (173) |
Net Carrying Amount | $ 27 | $ 35 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | Oct. 01, 2018 | Jan. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 01, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||||||||||
Impairment of intangible assets | $ 13,000,000 | $ 323,000,000 | ||||||||
Net carrying amount | $ 11,196,000,000 | 11,196,000,000 | $ 12,001,000,000 | |||||||
Decrease to net loss attributable to Bausch Health Companies Inc. | $ (171,000,000) | $ (873,000,000) | $ (223,000,000) | $ (3,454,000,000) | ||||||
Decrease to earnings per share, basic and diluted (in dollars per share) | $ (0.49) | $ (2.49) | $ (0.63) | $ (9.84) | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 2,213,000,000 | ||||||
Percentage of fair value in excess of carrying value (more than) | 15.00% | |||||||||
Goodwill reallocated into (out of) | 13,160,000,000 | 13,160,000,000 | 13,142,000,000 | $ 15,593,000,000 | ||||||
Accumulated goodwill impairment charges | 3,711,000,000 | 3,711,000,000 | ||||||||
Ortho Dermatologics | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | 2,213,000,000 | |||||||||
Dentistry Reporting Unit | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 109,000,000 | $ 109,000,000 | ||||||||
Reporting Units Excluding Dentistry | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 0 | |||||||||
Branded Rx | Adjustments | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill reallocated into (out of) | $ 115,000,000 | |||||||||
Branded Rx | Salix | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 1,970,000,000 | |||||||||
Branded Rx | Ortho Dermatologics | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill impairment | $ 243,000,000 | |||||||||
Bausch Lomb/International And U.S. Diversified Products Segments | Adjustments | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill reallocated into (out of) | $ (115,000,000) | |||||||||
Minimum | ||||||||||
Goodwill [Line Items] | ||||||||||
Reporting unit, impairment test, long-term growth rate | 1.00% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 7.50% | |||||||||
Maximum | ||||||||||
Goodwill [Line Items] | ||||||||||
Reporting unit, impairment test, long-term growth rate | 3.00% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 14.00% | |||||||||
Uceris | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of intangible assets | 263,000,000 | |||||||||
Net carrying amount | 93,000,000 | 93,000,000 | ||||||||
Xifaxan | ||||||||||
Goodwill [Line Items] | ||||||||||
Net carrying amount | $ 4,579,000,000 | 4,579,000,000 | ||||||||
Xifaxan | Intangible Assets, Amortization Period | ||||||||||
Goodwill [Line Items] | ||||||||||
Decrease to net loss attributable to Bausch Health Companies Inc. | $ 235,000,000 | |||||||||
Decrease to earnings per share, basic and diluted (in dollars per share) | $ 0.67 | |||||||||
Held-for-sale | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of long-lived assets | 5,000,000 | |||||||||
Product/patent assets | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of finite-lived intangible assets | $ 3,000,000 | $ 17,000,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 924 | |
2020 | 1,641 | |
2021 | 1,392 | |
2022 | 1,239 | |
2023 | 1,089 | |
2024 | 955 | |
Thereafter | 2,240 | |
Net Carrying Amount | $ 9,480 | $ 10,267 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | Oct. 01, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | $ 13,142 | $ 15,593 | $ 15,593 | |||
Impairments | $ 0 | $ 0 | 0 | (2,213) | ||
Goodwill reclassified to assets held for sale and subsequently disposed | (2) | |||||
Acquisition of certain assets of Synergy | 3 | |||||
Foreign exchange and other | 15 | (127) | ||||
Balance at the end of the period | 13,160 | 13,160 | 13,142 | |||
Ortho Dermatologics | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (2,213) | |||||
Dentistry Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | $ (109) | (109) | ||||
Bausch Lomb/ International | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 5,805 | 6,016 | 6,016 | |||
Realignment of Global Solta reporting unit goodwill | (82) | |||||
Goodwill reclassified to assets held for sale and subsequently disposed | (2) | |||||
Foreign exchange and other | 15 | (127) | ||||
Balance at the end of the period | 5,820 | 5,820 | 5,805 | |||
Branded Rx | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 6,631 | 6,631 | ||||
Realignment of Global Solta reporting unit goodwill | 115 | |||||
Realignment of segment goodwill | (4,533) | |||||
Branded Rx | Ortho Dermatologics | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | (2,213) | |||||
U.S. Diversified Products | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | $ 2,946 | 2,946 | ||||
Realignment of Global Solta reporting unit goodwill | (33) | |||||
Realignment of segment goodwill | (2,913) | |||||
Salix | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 3,156 | |||||
Realignment of segment goodwill | 3,156 | |||||
Acquisition of certain assets of Synergy | 3 | |||||
Balance at the end of the period | 3,159 | 3,159 | 3,156 | |||
Ortho Dermatologics | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 1,267 | |||||
Realignment of segment goodwill | 1,267 | |||||
Balance at the end of the period | 1,267 | 1,267 | 1,267 | |||
Diversified Products | ||||||
Change in the carrying amount of goodwill | ||||||
Balance at the beginning of the period | 2,914 | |||||
Realignment of segment goodwill | 3,023 | |||||
Balance at the end of the period | $ 2,914 | $ 2,914 | 2,914 | |||
Diversified Products | Dentistry Reporting Unit | ||||||
Change in the carrying amount of goodwill | ||||||
Impairments | $ (109) |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Product rebates | $ 981 | $ 998 |
Product returns | 774 | 813 |
Interest | 284 | 273 |
Employee compensation and benefit costs | 241 | 301 |
Income taxes payable | 150 | 167 |
Other | 692 | 645 |
Accrued and other current liabilities | $ 3,122 | $ 3,197 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) | Jun. 30, 2019 | May 23, 2019 | Mar. 08, 2019 | Dec. 31, 2018 | Jun. 01, 2018 | Mar. 26, 2018 |
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 24,369,000,000 | $ 24,632,000,000 | ||||
Total long-term debt and other | 24,079,000,000 | 24,305,000,000 | ||||
Less: Current portion of long-term debt and other | 56,000,000 | 228,000,000 | ||||
Non-current portion of long-term debt | 24,023,000,000 | 24,077,000,000 | ||||
2025 Term Loan B Facility Due June 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | 4,141,000,000 | 4,394,000,000 | ||||
Total long-term debt and other | 4,029,000,000 | 4,269,000,000 | ||||
Term Loan B Facility Due November 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,406,000,000 | 1,481,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.16% | |||||
Total long-term debt and other | $ 1,384,000,000 | 1,456,000,000 | ||||
Senior Secured Notes | 6.50% Senior Secured Notes Due March 2022 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,250,000,000 | 1,250,000,000 | ||||
Stated interest rate on debt (as a percent) | 6.50% | |||||
Total long-term debt and other | $ 1,240,000,000 | 1,239,000,000 | ||||
Senior Secured Notes | 7.00% Senior Secured Notes Due March 2024 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 2,000,000,000 | 2,000,000,000 | ||||
Stated interest rate on debt (as a percent) | 7.00% | |||||
Total long-term debt and other | $ 1,981,000,000 | 1,979,000,000 | ||||
Senior Secured Notes | 5.50% Senior Secured Notes Due November 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,750,000,000 | 1,750,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.50% | |||||
Total long-term debt and other | $ 1,732,000,000 | 1,730,000,000 | ||||
Senior Secured Notes | 5.75% Senior Secured Notes Due August 2027 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 500,000,000 | 0 | ||||
Stated interest rate on debt (as a percent) | 5.75% | |||||
Total long-term debt and other | $ 493,000,000 | 0 | ||||
Senior Unsecured Notes | 5.625% Senior Notes Due December 2021 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 0 | 700,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.625% | 5.625% | ||||
Total long-term debt and other | $ 0 | 697,000,000 | ||||
Senior Unsecured Notes | 5.50% Senior Notes Due March 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 402,000,000 | 1,000,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.50% | 5.50% | ||||
Total long-term debt and other | $ 400,000,000 | 995,000,000 | ||||
Senior Unsecured Notes | 5.875% Senior Notes Due May 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,548,000,000 | 3,250,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.875% | 5.875% | ||||
Total long-term debt and other | $ 1,539,000,000 | 3,229,000,000 | ||||
Senior Unsecured Notes | 4.50% Senior Notes Due May 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,706,000,000 | 1,720,000,000 | ||||
Stated interest rate on debt (as a percent) | 4.50% | |||||
Total long-term debt and other | $ 1,696,000,000 | 1,709,000,000 | ||||
Senior Unsecured Notes | 6.125% Senior Notes Due April 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 3,250,000,000 | 3,250,000,000 | ||||
Stated interest rate on debt (as a percent) | 6.125% | |||||
Total long-term debt and other | $ 3,228,000,000 | 3,226,000,000 | ||||
Senior Unsecured Notes | 9.00% Senior Notes Due December 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,500,000,000 | 1,500,000,000 | ||||
Stated interest rate on debt (as a percent) | 9.00% | |||||
Total long-term debt and other | $ 1,471,000,000 | 1,469,000,000 | ||||
Senior Unsecured Notes | 9.25% Senior Notes Due April 2026 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,500,000,000 | 1,500,000,000 | ||||
Stated interest rate on debt (as a percent) | 9.25% | 9.25% | ||||
Total long-term debt and other | $ 1,483,000,000 | 1,482,000,000 | ||||
Senior Unsecured Notes | 8.50% Senior Notes Due January 2027 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 1,750,000,000 | 750,000,000 | ||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | ||||
Total long-term debt and other | $ 1,757,000,000 | 738,000,000 | ||||
Senior Unsecured Notes | 7.00 % Senior Notes Due January 2028 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 750,000,000 | 0 | ||||
Stated interest rate on debt (as a percent) | 7.00% | 7.00% | ||||
Total long-term debt and other | $ 740,000,000 | 0 | ||||
Senior Unsecured Notes | 7.25 % Senior Notes Due May 2029 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 750,000,000 | 0 | ||||
Stated interest rate on debt (as a percent) | 7.25% | 7.25% | ||||
Total long-term debt and other | $ 740,000,000 | 0 | ||||
Senior Unsecured Notes | Other | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | 16,000,000 | 12,000,000 | ||||
Total long-term debt and other | 16,000,000 | 12,000,000 | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 150,000,000 | 75,000,000 | ||||
Stated interest rate on debt (as a percent) | 5.42% | |||||
Total long-term debt and other | $ 150,000,000 | $ 75,000,000 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) | Jun. 30, 2019 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Secured leverage ratio | 4 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | May 23, 2019 | Mar. 08, 2019 | Nov. 27, 2018 | Jun. 01, 2018 | Mar. 26, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2018 |
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 3,503,000,000 | $ 7,836,000,000 | |||||||||
Net proceeds from the issuance of debt | 3,243,000,000 | 7,474,000,000 | |||||||||
Loss on extinguishment of debt | $ 8,000,000 | $ 33,000,000 | $ 48,000,000 | 40,000,000 | $ 75,000,000 | ||||||
Debt issuance costs | $ 25,000,000 | $ 74,000,000 | |||||||||
Debt modification costs | 4,000,000 | ||||||||||
Long-term debt | $ 24,305,000,000 | $ 24,079,000,000 | $ 24,079,000,000 | ||||||||
Series F Tranche B Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | 3,315,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 5.41% | 5.41% | |||||||||
Loss on extinguishment of debt | $ 48,000,000 | ||||||||||
Revolving Credit Facility Due June 2023 | Eurocurrency rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 0.00% | ||||||||||
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 1.00% | ||||||||||
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 0.00% | ||||||||||
2025 Term Loan B Facility Due June 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt term | 7 years | 7 years | |||||||||
Principal amount | $ 1,500,000,000 | $ 4,565,000,000 | |||||||||
Long-term debt | 4,269,000,000 | $ 4,029,000,000 | $ 4,029,000,000 | ||||||||
Annual amortization rate (as a percent) | 5.00% | 5.00% | |||||||||
2025 Term Loan B Facility Due June 2025 | Eurocurrency rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 3.00% | ||||||||||
2025 Term Loan B Facility Due June 2025 | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 2.00% | ||||||||||
Senior Secured Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt covenant, mandatory prepayments, percentage net cash proceeds, property and asset losses | 100.00% | ||||||||||
Debt covenant, mandatory prepayments, percentage net cash proceeds, incurrence of debt | 100.00% | ||||||||||
Debt covenant, mandatory prepayments, percentage of consolidated excess cash flow | 50.00% | ||||||||||
Debt covenant, mandatory prepayments, percentage net cash proceeds, asset sales | 100.00% | ||||||||||
Senior Secured Credit Facilities | Federal Funds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 0.50% | ||||||||||
Senior Secured Credit Facilities | Eurocurrency rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 1.00% | ||||||||||
Senior Secured Credit Facilities | Eurocurrency rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 1.00% | ||||||||||
Term Loan B Facility Due November 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 5.16% | 5.16% | |||||||||
Long-term debt | 1,456,000,000 | $ 1,384,000,000 | $ 1,384,000,000 | ||||||||
Annual amortization rate (as a percent) | 5.00% | 5.00% | |||||||||
Term Loan B Facility Due November 2025 | Eurocurrency rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 2.75% | ||||||||||
Term Loan B Facility Due November 2025 | Base Rate Or Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 1.75% | ||||||||||
Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on extinguishment of debt | $ 32,000,000 | $ 26,000,000 | |||||||||
Senior Unsecured Notes | 5.375% Senior Notes Due March 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 691,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 5.375% | ||||||||||
Senior Unsecured Notes | 6.75% Senior Notes Due August 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 578,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 6.75% | ||||||||||
Senior Unsecured Notes | 7.25% Senior Notes Due July 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 550,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 7.25% | ||||||||||
Senior Unsecured Notes | 6.375% Senior Notes Due October 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 146,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 6.375% | 6.375% | |||||||||
Senior Unsecured Notes | 8.50% Senior Notes Due January 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 1,000,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | 8.50% | ||||||||
Net proceeds from the issuance of debt | $ 750,000,000 | ||||||||||
Long-term debt | 738,000,000 | $ 1,757,000,000 | $ 1,757,000,000 | ||||||||
Senior Unsecured Notes | 7.50% Senior Notes Due July 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 1,483,000,000 | 17,000,000 | |||||||||
Stated interest rate on debt (as a percent) | 7.50% | ||||||||||
Loss on extinguishment of debt | $ 43,000,000 | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||||||
Quarterly amortization payments | 1,530,000,000 | ||||||||||
Threshold for incremental borrowings | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||
Threshold for incremental borrowings, percentage of adjusted EBITDA | 28.50% | 28.50% | |||||||||
Secured leverage ratio | 4 | 4 | |||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,225,000,000 | ||||||||||
Alternate debt term, number of days prior to scheduled maturity of principal amount in excess of threshold | 91 days | ||||||||||
Alternate debt term, principal amount in excess of threshold | $ 1,000,000,000 | ||||||||||
Stated interest rate on debt (as a percent) | 5.42% | 5.42% | |||||||||
Long-term debt | $ 75,000,000 | $ 150,000,000 | $ 150,000,000 | ||||||||
Remaining borrowings | $ 906,000,000 | $ 906,000,000 | |||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee (as a percent) | 0.25% | ||||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment fee (as a percent) | 0.50% | ||||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Eurocurrency rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 2.50% | ||||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Eurocurrency rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 3.00% | ||||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 1.50% | ||||||||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable rate (as a percentage) | 2.00% | ||||||||||
Revolving Credit Facility | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured leverage ratio | 3.50 | 3.50 | |||||||||
Letter of Credit | Revolving Credit Facility Due June 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 169,000,000 | $ 169,000,000 |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | May 23, 2019 | Mar. 08, 2019 | Mar. 26, 2018 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 01, 2018 |
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||||||||
Repayments of long-term debt | $ 3,503,000,000 | $ 7,836,000,000 | |||||||||
Loss on extinguishment of debt | $ 8,000,000 | $ 33,000,000 | $ 48,000,000 | $ 40,000,000 | $ 75,000,000 | ||||||
Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||||||||
Loss on extinguishment of debt | $ 32,000,000 | $ 26,000,000 | |||||||||
5.75% Senior Secured Notes Due August 2027 | Senior Secured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 5.75% | ||||||||||
Principal amount | $ 500,000,000 | ||||||||||
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% | ||||||||||
8.50% Senior Notes Due January 2027 | Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | 8.50% | ||||||||
Principal amount | $ 1,000,000,000 | ||||||||||
5.875% Senior Notes Due May 2023 | Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 5.875% | 5.875% | 5.875% | ||||||||
Repayments of long-term debt | $ 584,000,000 | ||||||||||
5.625% Senior Notes Due December 2021 | Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 5.625% | 5.625% | 5.625% | ||||||||
Repayments of long-term debt | $ 518,000,000 | $ 182,000,000 | |||||||||
Senior Secured Notes And Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 1,500,000,000 | ||||||||||
5.50% Senior Notes Due March 2023 | Senior Unsecured Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on debt (as a percent) | 5.50% | 5.50% | 5.50% | ||||||||
Repayments of long-term debt | $ 216,000,000 |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) - USD ($) | May 23, 2019 | Mar. 08, 2019 | Jun. 01, 2018 | Mar. 26, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||||||||
Loss on extinguishment of debt | $ 8,000,000 | $ 33,000,000 | $ 48,000,000 | $ 40,000,000 | $ 75,000,000 | |||||
Net proceeds from the issuances of long-term debt | $ 3,243,000,000 | $ 7,474,000,000 | ||||||||
Weighted average effective interest rate (as a percent) | 6.44% | 6.44% | 6.23% | |||||||
Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||||||||
Repurchased principal amount | $ 1,500,000,000 | |||||||||
Loss on extinguishment of debt | $ 32,000,000 | $ 26,000,000 | ||||||||
Unsecured Debt | 9.25% Senior Notes Due April 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 9.25% | 9.25% | 9.25% | |||||||
Proceeds from debt issuance | $ 1,500,000,000 | |||||||||
Unsecured Debt | 5.375% Senior Notes Due March 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 5.375% | |||||||||
Repurchased principal amount | $ 1,017,000,000 | |||||||||
Unsecured Debt | 6.375% Senior Notes Due October 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 6.375% | 6.375% | ||||||||
Repurchased principal amount | $ 411,000,000 | |||||||||
Unsecured Debt | 6.75% Senior Notes Due August 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 6.75% | |||||||||
Repurchased principal amount | $ 72,000,000 | |||||||||
Unsecured Debt | 8.50% Senior Notes Due January 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | 8.50% | |||||||
Net proceeds from the issuances of long-term debt | $ 750,000,000 | |||||||||
Principal amount | $ 1,000,000,000 | |||||||||
Unsecured Debt | 7.00 % Senior Notes Due January 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 7.00% | 7.00% | 7.00% | |||||||
Proceeds from debt issuance | $ 750,000,000 | |||||||||
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% | |||||||||
Unsecured Debt | 7.25 % Senior Notes Due May 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 7.25% | 7.25% | 7.25% | |||||||
Proceeds from debt issuance | $ 750,000,000 | |||||||||
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% | |||||||||
Unsecured Debt | 5.875% Senior Notes Due May 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 5.875% | 5.875% | 5.875% | |||||||
Repurchased principal amount | $ 1,118,000,000 | |||||||||
Unsecured Debt | 5.50% Senior Notes Due March 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 5.50% | 5.50% | 5.50% | |||||||
Repurchased principal amount | $ 382,000,000 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Remainder of 2019 | $ 4 | |
2020 | 203 | |
2021 | 303 | |
2022 | 1,553 | |
2023 | 4,109 | |
2024 | 2,303 | |
Thereafter | 15,894 | |
Total debt obligations | 24,369 | $ 24,632 |
Unamortized premiums, discounts and issuance costs | (290) | |
Total long-term debt and other | $ 24,079 | $ 24,305 |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities and Mandatory Payments (Details) - USD ($) $ in Millions | Aug. 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Debt Instrument [Line Items] | |||
Repayments of long-term debt | $ 3,503 | $ 7,836 | |
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Repayments of long-term debt | $ 100 | ||
Subsequent Event | 2025 Term Loan B Facility Due June 2025 | |||
Debt Instrument [Line Items] | |||
Repayments of long-term debt | 81 | ||
Subsequent Event | Term Loan B Facility Due November 2025 | |||
Debt Instrument [Line Items] | |||
Repayments of long-term debt | $ 19 |
PENSION AND POSTRETIREMENT EM_3
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Pension Plan | U.S. Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 4 | 3 |
Expected return on plan assets | (6) | (7) |
Amortization of prior service credit | 0 | 0 |
Net periodic (benefit) cost | (1) | (3) |
Pension Plan | Non-U.S. Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 1 | 1 |
Interest cost | 3 | 3 |
Expected return on plan assets | (3) | (3) |
Amortization of prior service credit | 0 | 0 |
Net periodic (benefit) cost | 1 | 1 |
Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service credit | (1) | (1) |
Net periodic (benefit) cost | $ (1) | $ (1) |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Jun. 30, 2019 |
Lessee, Lease, Description [Line Items] | ||
Finance lease | $ 0 | |
Sub-lease income | 0 | |
Right-of-use assets obtained in exchange for new operating lease liabilities, excluding amount recognized upon adoption of new accounting standard | $ 11 | |
Right-of-use assets obtained in exchange for new operating lease liabilities, upon adoption of new accounting standard | $ 282 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year | |
Lease renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 20 years | |
Lease renewal term | 5 years |
LEASES - Right-of-use Assets an
LEASES - Right-of-use Assets and Right-of-use Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 |
Right-of-use assets included in: | ||
Other non-current assets | $ 263 | $ 302 |
Lease liabilities included in: | ||
Accrued and other current liabilities | 47 | |
Other non-current liabilities | 235 | |
Total lease liabilities | $ 282 | $ 302 |
LEASES - Lease Expenses (Detail
LEASES - Lease Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 16 | $ 32 |
Variable operating lease costs | 5 | 9 |
Short-term Lease, Cost | $ 1 | $ 1 |
LEASES - Lease Additional Infor
LEASES - Lease Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid from operating cash flows for amounts included in the measurement of lease liabilities | $ 39 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 11 |
Weighted-average remaining lease term | 8 years 6 months |
Weighted-average discount rate | 6.20% |
LEASES - Lease Future Payments,
LEASES - Lease Future Payments, Topic 842 (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Remainder of 2019 | $ 33 | |
2020 | 59 | |
2021 | 45 | |
2022 | 38 | |
2023 | 33 | |
2024 | 28 | |
Thereafter | 137 | |
Total | 373 | |
Less: Imputed interest | 91 | |
Total lease liabilities | 282 | $ 302 |
Less: Current portion | 47 | |
Non-current portion | $ 235 |
LEASES - Lease Future Payment_2
LEASES - Lease Future Payments, Topic 840 (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 78 |
2020 | 60 |
2021 | 44 |
2022 | 39 |
2023 | 32 |
Thereafter | 166 |
Total | $ 419 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | Apr. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | May 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining unrecognized compensation expense related to non-vested awards | $ 142,000,000 | |||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 25 days | |||
Chief Executive Officer | Performance-based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Value of long term incentives | $ 10,000,000 | |||
Number of shares canceled (in shares) | 933,000 | |||
2014 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum shares authorized (in shares) | 18,000,000 | |||
Common shares available for issuance (in shares) | 20,000,000 | |||
Number of additional shares available for issuance (in shares) | 11,900,000 | |||
Number of shares available for future grant (in shares) | 9,754,000 | |||
2014 Plan | Non-employee Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair market value on awards granted during any calendar year | $ 750,000 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 27 | $ 22 | $ 51 | $ 43 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 3 | 2 | 5 | 4 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 24 | 20 | 46 | 39 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 6 | 6 | 12 | 11 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 21 | $ 16 | $ 39 | $ 32 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Award Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 1,725 | 2,076 |
Weighted average exercise price (in usd per share) | $ 23.16 | $ 15.35 |
Weighted average grant date fair value of stock options (in usd per share) | $ 8.46 | $ 7.82 |
Time-based RSUs | ||
RSUs | ||
Granted (in shares) | 2,667 | 2,726 |
Weighted-average grant date fair value (in USD per share) | $ 24.06 | $ 17.07 |
TSR performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 454 | 469 |
Weighted-average grant date fair value (in USD per share) | $ 34.53 | $ 29.35 |
ROTC performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 505 | 409 |
Weighted-average grant date fair value (in USD per share) | $ 25.03 | $ 18.80 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of AOCI (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income | ||||||
Total equity | $ 2,688 | $ 2,779 | $ 2,815 | $ 3,558 | $ 4,635 | $ 5,944 |
Foreign currency translation adjustments | ||||||
Accumulated Other Comprehensive Income | ||||||
Total equity | (2,034) | (2,111) | ||||
Pension and postretirement benefit plan adjustments, net of tax | ||||||
Accumulated Other Comprehensive Income | ||||||
Total equity | (27) | (26) | ||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated Other Comprehensive Income | ||||||
Total equity | $ (2,061) | $ (2,116) | $ (2,137) | $ (2,068) | $ (1,852) | $ (1,896) |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 108 | $ 84 | $ 215 | $ 167 |
Quality assurance | 9 | 10 | 19 | 19 |
Research and development | $ 117 | $ 94 | $ 234 | $ 186 |
OTHER EXPENSE, NET - Summary of
OTHER EXPENSE, NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Net loss (gain) on sale of assets | $ 1 | $ 0 | $ (9) | $ 0 |
Acquisition-related costs | 0 | 1 | 8 | 1 |
Litigation and other matters | 1 | (1) | 3 | 10 |
Other, net | 6 | 0 | 3 | 1 |
Other expense, net | 8 | $ 0 | 5 | $ 12 |
In Process Research and Development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Other, net | $ 8 | $ 8 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Income taxes provision (benefit) | $ (9) | $ 138 | $ (83) | $ 23 | |
Tax expense (benefit) for discrete items | (52) | 193 | |||
Tax benefit, royalty payments by affiliate | 32 | ||||
Income tax benefit related to filing certain tax returns | 23 | ||||
Income tax charge for internal restructuring transactions | 4 | 255 | |||
Income tax benefit on ordinary income | 31 | 170 | |||
Tax benefit related to changes in uncertain tax positions | 57 | ||||
Income tax benefits associated with the filing of non-Canadian tax jurisdiction tax returns | $ 10 | ||||
Valuation allowance against deferred tax assets | 3,058 | 3,058 | $ 2,913 | ||
Unrecognized tax benefits including interest and penalties | 642 | 642 | 654 | ||
Unrecognized tax benefits related to interest and penalties | 45 | 45 | $ 42 | ||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | $ 334 | $ 334 |
LOSS PER SHARE - Schedule of Lo
LOSS PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Bausch Health Companies Inc. | $ (171) | $ (873) | $ (223) | $ (3,454) |
Basic and diluted weighted-average common shares outstanding (in shares) | 352.1 | 351.3 | 351.7 | 351 |
Basic and diluted loss per share attributable to Bausch Health Companies Inc. (in dollars per share) | $ (0.49) | $ (2.49) | $ (0.63) | $ (9.84) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock Compensation Plan | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Diluted effect of stock options and RSUs (in shares) | 4,395 | 3,245 | 4,657 | 2,865 |
Employee Stock Options, Time-Based Restricted Stock Units, and Performance-Based Restricted Stock Units | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Diluted effect of stock options and RSUs (in shares) | 4,855 | 5,369 | 4,855 | 6,286 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds and Governmental and Regulatory Inquiries (Details) - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2016 | Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Current accrued loss contingencies | $ 12 | |
Investigation by the State of Texas, State's Medicaid Program | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 20 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and RICO Class Actions and Related Matters (Details) | Dec. 07, 2017insurance_policy_period | Oct. 31, 2015case | Sep. 16, 2016action | Jun. 30, 2019group | Dec. 31, 2018action | Dec. 31, 2015case | Feb. 15, 2019entity |
New Jersey | Unfavorable Regulatory Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed | action | 3 | ||||||
Canada | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed | case | 6 | ||||||
Canada | Violation of Canadian Provincial Securities Legislation | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed but not yet served | action | 2 | ||||||
Number of entities, exercised opt-out right, pursuing action | entity | 1 | ||||||
US Securities Litigation | New Jersey | |||||||
Loss Contingencies [Line Items] | |||||||
Number of groups of investors filing action | group | 31 | ||||||
US Securities Litigation | New Jersey | Unfavorable Regulatory Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of suits filed | case | 4 | ||||||
Insurance Coverage Lawsuit | |||||||
Loss Contingencies [Line Items] | |||||||
Number of distinct insurance policy periods | insurance_policy_period | 2 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) | Dec. 31, 2018plantiff | Dec. 04, 2018class | Mar. 31, 2015manufacturer |
Contact Lens Antitrust Class Actions | |||
Loss Contingencies [Line Items] | |||
Number of manufacturers | manufacturer | 3 | ||
Number of court certified classes | 6 | ||
Number of court certified classes related to litigation case | 4 | ||
Generic Pharmaceuticals Pricing Antitrust Litigation | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs, filed amended complaint | plantiff | 3 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - case | Mar. 24, 2017 | Jan. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2015 | Dec. 30, 2016 |
CANADA | |||||
Loss Contingencies [Line Items] | |||||
Number of suits filed | 6 | ||||
Shower to Shower Product Liability Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 166 | ||||
Shower to Shower Product Liability Litigation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 12 | ||||
Shower to Shower Product Liability Litigation | CANADA | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 2 | ||||
Shower to Shower Product Liability Litigation | BRITISH COLUMBIA | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 | ||||
Shower to Shower Product Liability Litigation | QUEBEC | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 | ||||
Johnson & Johnson Talcum Powder Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 | 5 | 3 | ||
Number of suits filed | 2 | ||||
Number of cases voluntarily dismissed | 4 | ||||
Johnson & Johnson Talcum Powder Litigation | DELAWARE | |||||
Loss Contingencies [Line Items] | |||||
Number of cases voluntarily dismissed | 122 | ||||
Number of cases voluntarily dismissed, refiling period | 60 days | ||||
Number of cases voluntarily dismissed, refiled | 0 | ||||
Johnson & Johnson Talcum Powder Litigation | NEW JERSEY | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 4 | ||||
Johnson & Johnson Talcum Powder Litigation | CALIFORNIA | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 | ||||
Johnson & Johnson Talcum Powder Litigation, New Jersey | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 | ||||
Number of cases not voluntarily dismissed | 2 | ||||
Johnson & Johnson Talcum Powder Litigation, Delaware | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits (166 lawsuits involving Shower to Shower body powder product) | 1 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | Jan. 28, 2019 | Apr. 30, 2018 |
Doctors Allergy Formula, LLC Litigation | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 23 | |
Litigation with Former Salix CEO | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 30 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | Mar. 08, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Segment reporting information | |||||
Revenues | $ 2,152 | $ 2,128 | $ 4,168 | $ 4,123 | |
Amortization of intangible assets | (488) | (741) | (977) | (1,484) | |
Goodwill impairments | 0 | 0 | 0 | (2,213) | |
Asset impairments | (13) | (301) | (16) | (345) | |
Restructuring and integration costs | (4) | (7) | (24) | (13) | |
Acquisition-related contingent consideration | (20) | 6 | 1 | 4 | |
Other income (expense), net | (8) | 0 | (5) | (12) | |
Operating income (loss) | 257 | (245) | 544 | (2,526) | |
Interest income | 3 | 3 | 7 | 6 | |
Interest expense | (409) | (435) | (815) | (851) | |
Loss on extinguishment of debt | $ (8) | (33) | (48) | (40) | (75) |
Foreign exchange and other | 3 | (9) | 3 | 18 | |
Loss before benefit from (provision for) income taxes | (179) | (734) | (301) | (3,428) | |
Bausch Lomb/International | |||||
Segment reporting information | |||||
Revenues | 1,208 | 1,209 | 2,326 | 2,312 | |
Salix | |||||
Segment reporting information | |||||
Revenues | 509 | 441 | 954 | 863 | |
Ortho Dermatologics | |||||
Segment reporting information | |||||
Revenues | 122 | 141 | 260 | 281 | |
Diversified Products | |||||
Segment reporting information | |||||
Revenues | 313 | 337 | 628 | 667 | |
Operating Segment | |||||
Segment reporting information | |||||
Revenues | 2,152 | 2,128 | 4,168 | 4,123 | |
Operating income (loss) | 942 | 959 | 1,842 | 1,812 | |
Operating Segment | Bausch Lomb/International | |||||
Segment reporting information | |||||
Revenues | 1,208 | 1,209 | 2,326 | 2,312 | |
Operating income (loss) | 337 | 350 | 656 | 647 | |
Operating Segment | Salix | |||||
Segment reporting information | |||||
Revenues | 509 | 441 | 954 | 863 | |
Operating income (loss) | 332 | 292 | 620 | 564 | |
Operating Segment | Ortho Dermatologics | |||||
Segment reporting information | |||||
Revenues | 122 | 141 | 260 | 281 | |
Operating income (loss) | 41 | 58 | 98 | 102 | |
Operating Segment | Diversified Products | |||||
Segment reporting information | |||||
Revenues | 313 | 337 | 628 | 667 | |
Operating income (loss) | 232 | 259 | 468 | 499 | |
Corporate | |||||
Segment reporting information | |||||
Operating income (loss) | $ (152) | $ (161) | $ (277) | $ (275) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)product | Jun. 30, 2018USD ($)product | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,152 | $ 2,128 | $ 4,168 | $ 4,123 |
Number of products represented of total revenue | product | 10 | 10 | ||
Revenues | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 38.00% | 35.00% | ||
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,018 | 1,029 | $ 1,986 | $ 1,995 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 432 | 421 | 836 | 813 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 367 | 368 | 691 | 694 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 305 | 282 | 598 | 563 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 30 | 28 | 57 | 58 |
Bausch Lomb/ International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,208 | 1,209 | 2,326 | 2,312 |
Bausch Lomb/ International | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 235 | 242 | 452 | 445 |
Bausch Lomb/ International | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 387 | 389 | 753 | 752 |
Bausch Lomb/ International | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 367 | 368 | 691 | 694 |
Bausch Lomb/ International | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 194 | 193 | 385 | 384 |
Bausch Lomb/ International | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25 | 17 | 45 | 37 |
Salix | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 509 | 441 | 954 | 863 |
Salix | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 509 | 441 | 954 | 863 |
Salix | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Ortho Dermatologics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 122 | 141 | 260 | 281 |
Ortho Dermatologics | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75 | 101 | 170 | 206 |
Ortho Dermatologics | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 45 | 32 | 83 | 61 |
Ortho Dermatologics | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Ortho Dermatologics | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Ortho Dermatologics | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2 | 8 | 7 | 14 |
Diversified Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 313 | 337 | 628 | 667 |
Diversified Products | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 199 | 245 | 410 | 481 |
Diversified Products | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified Products | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified Products | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 111 | 89 | 213 | 179 |
Diversified Products | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 3 | $ 3 | $ 5 | $ 7 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,152 | $ 2,128 | $ 4,168 | $ 4,123 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,282 | 1,261 | 2,482 | 2,437 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 101 | 98 | 190 | 182 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 88 | 76 | 167 | 153 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 59 | 55 | 114 | 106 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 58 | 58 | 111 | 113 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 49 | 52 | 107 | 115 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 58 | 54 | 102 | 97 |
Egypt | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 49 | 44 | 102 | 89 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 41 | 42 | 86 | 92 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 41 | 40 | 77 | 68 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 30 | 31 | 58 | 58 |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 22 | 23 | 44 | 45 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 23 | 23 | 44 | 44 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 251 | $ 271 | $ 484 | $ 524 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 17.00% | 17.00% |
AmerisourceBergen Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 16.00% | 18.00% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 14.00% | 13.00% |
Uncategorized Items - bauschhea
Label | Element | Value |
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 | 1,209,000,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,209,000,000 |