Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
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) | 355,151,002 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 977 | $ 3,243 |
Restricted cash | 1,011 | 1 |
Trade receivables, net | 1,733 | 1,839 |
Inventories, net | 1,224 | 1,107 |
Prepaid expenses and other current assets | 726 | 779 |
Total current assets | 5,671 | 6,969 |
Property, plant and equipment, net | 1,550 | 1,466 |
Intangible assets, net | 8,923 | 10,201 |
Goodwill | 13,160 | 13,126 |
Deferred tax assets, net | 1,913 | 1,690 |
Other non-current assets | 345 | 411 |
Total assets | 31,562 | 33,863 |
Current liabilities: | ||
Accounts payable | 379 | 503 |
Accrued and other current liabilities | 4,353 | 4,511 |
Current portion of long-term debt and other | 0 | 1,234 |
Total current liabilities | 4,732 | 6,248 |
Acquisition-related contingent consideration | 275 | 262 |
Non-current portion of long-term debt | 24,343 | 24,661 |
Deferred tax liabilities, net | 650 | 705 |
Other non-current liabilities | 907 | 851 |
Total liabilities | 30,907 | 32,727 |
Commitments and contingencies (Note 18) | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 355,026,950 and 352,562,636 issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 10,219 | 10,172 |
Additional paid-in capital | 435 | 429 |
Accumulated deficit | (7,860) | (7,452) |
Accumulated other comprehensive loss | (2,207) | (2,086) |
Total Bausch Health Companies Inc. shareholders’ equity | 587 | 1,063 |
Noncontrolling interest | 68 | 73 |
Total equity | 655 | 1,136 |
Total liabilities and equity | $ 31,562 | $ 33,863 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 355,026,950 | 352,562,636 |
Common shares, outstanding (in shares) | 355,026,950 | 352,562,636 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Revenues | $ 2,138 | $ 2,209 | $ 5,814 | $ 6,377 |
Expenses | ||||
Selling, general and administrative | 572 | 648 | 1,731 | 1,886 |
Research and development | 103 | 123 | 333 | 357 |
Amortization of intangible assets | 391 | 475 | 1,263 | 1,452 |
Asset impairments | 2 | 33 | 17 | 49 |
Restructuring, integration and separation costs | 2 | 4 | 13 | 28 |
Acquisition-related contingent consideration | 2 | 3 | 26 | 2 |
Other expense, net | 16 | 10 | 146 | 15 |
Total expenses | 1,678 | 1,880 | 5,133 | 5,504 |
Operating income | 460 | 329 | 681 | 873 |
Interest income | 2 | 2 | 11 | 9 |
Interest expense | (374) | (406) | (1,155) | (1,221) |
Loss on extinguishment of debt | 0 | 0 | (51) | (40) |
Foreign exchange and other | (13) | 9 | (26) | 12 |
Income (loss) before (provision for) benefit from income taxes | 75 | (66) | (540) | (367) |
(Provision for) benefit from income taxes | (5) | 18 | 133 | 101 |
Net income (loss) | 70 | (48) | (407) | (266) |
Net loss (income) attributable to noncontrolling interest | 1 | (1) | 0 | (6) |
Net income (loss) attributable to Bausch Health Companies Inc. | $ 71 | $ (49) | $ (407) | $ (272) |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.20 | $ (0.14) | $ (1.15) | $ (0.77) |
Diluted (in usd per share) | $ 0.20 | $ (0.14) | $ (1.15) | $ (0.77) |
Weighted-average common shares | ||||
Basic (in shares) | 355.6 | 352.4 | 354.7 | 351.9 |
Diluted (in shares) | 357.8 | 352.4 | 354.7 | 351.9 |
Product sales | ||||
Revenues | ||||
Revenues | $ 2,111 | $ 2,180 | $ 5,734 | $ 6,291 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 578 | 571 | 1,565 | 1,675 |
Other revenues | ||||
Revenues | ||||
Revenues | 27 | 29 | 80 | 86 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 12 | $ 13 | $ 39 | $ 40 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 70 | $ (48) | $ (407) | $ (266) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 20 | (97) | (118) | (20) |
Pension and postretirement benefit plan adjustments, net of income taxes | (1) | 0 | (2) | (1) |
Other comprehensive income (loss) | 19 | (97) | (120) | (21) |
Comprehensive income (loss) | 89 | (145) | (527) | (287) |
Comprehensive (income) loss attributable to noncontrolling interest | (2) | 1 | (1) | (4) |
Comprehensive income (loss) attributable to Bausch Health Companies Inc. | $ 87 | $ (144) | $ (528) | $ (291) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Bausch Health Companies Inc. Shareholders' Equity | Bausch Health Companies Inc. Shareholders' EquityCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2018 | 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) | 2,500,000 | |||||||||
Common shares issued under share-based compensation plans | 3 | $ 47 | (44) | 3 | ||||||
Share-based compensation | 77 | 77 | 77 | |||||||
Employee withholding taxes related to share-based awards | (40) | (40) | (40) | |||||||
Noncontrolling interest distributions | (8) | (8) | ||||||||
Net income (loss) | (266) | (272) | (272) | 6 | ||||||
Other comprehensive (loss) income | (21) | (19) | (19) | (2) | ||||||
Ending Balance (in shares) at Sep. 30, 2019 | 352,400,000 | |||||||||
Ending Balance at Sep. 30, 2019 | 2,560 | $ 10,168 | 406 | (5,936) | (2,156) | 2,482 | 78 | |||
Beginning Balance (in shares) at Dec. 31, 2018 | 349,900,000 | |||||||||
Beginning Balance at Dec. 31, 2018 | $ 2,815 | $ 10,121 | 413 | (5,664) | (2,137) | 2,733 | 82 | |||
Ending Balance (in shares) at Dec. 31, 2019 | 352,562,636 | 352,600,000 | ||||||||
Ending Balance at Dec. 31, 2019 | $ 1,136 | $ (1) | $ 10,172 | 429 | (7,452) | $ (1) | (2,086) | 1,063 | $ (1) | 73 |
Increase (Decrease) in Shareholders' Equity | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
Beginning Balance (in shares) at Jun. 30, 2019 | 352,200,000 | |||||||||
Beginning Balance at Jun. 30, 2019 | $ 2,688 | $ 10,165 | 384 | (5,887) | (2,061) | 2,601 | 87 | |||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Common shares issued under share-based compensation plans (in shares) | 200,000 | |||||||||
Common shares issued under share-based compensation plans | 0 | $ 3 | (3) | 0 | ||||||
Share-based compensation | 26 | 26 | 26 | |||||||
Employee withholding taxes related to share-based awards | (1) | (1) | (1) | |||||||
Noncontrolling interest distributions | (8) | (8) | ||||||||
Net income (loss) | (48) | (49) | (49) | 1 | ||||||
Other comprehensive (loss) income | (97) | (95) | (95) | (2) | ||||||
Ending Balance (in shares) at Sep. 30, 2019 | 352,400,000 | |||||||||
Ending Balance at Sep. 30, 2019 | $ 2,560 | $ 10,168 | 406 | (5,936) | (2,156) | 2,482 | 78 | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 352,562,636 | 352,600,000 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 1,136 | $ (1) | $ 10,172 | 429 | (7,452) | $ (1) | (2,086) | 1,063 | $ (1) | 73 |
Increase (Decrease) in Shareholders' Equity | ||||||||||
Common shares issued under share-based compensation plans (in shares) | 2,400,000 | |||||||||
Common shares issued under share-based compensation plans | 2 | $ 47 | (45) | 2 | ||||||
Share-based compensation | 81 | 81 | 81 | |||||||
Employee withholding taxes related to share-based awards | (30) | (30) | (30) | |||||||
Noncontrolling interest distributions | (6) | (6) | ||||||||
Net income (loss) | (407) | (407) | (407) | |||||||
Other comprehensive (loss) income | $ (120) | (121) | (121) | 1 | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 355,026,950 | 355,000,000 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 655 | $ 10,219 | 435 | (7,860) | (2,207) | 587 | 68 | |||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
Beginning Balance (in shares) at Jun. 30, 2020 | 354,900,000 | |||||||||
Beginning Balance at Jun. 30, 2020 | $ 546 | $ 10,217 | 411 | (7,931) | (2,223) | 474 | 72 | |||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Common shares issued under share-based compensation plans (in shares) | 100,000 | |||||||||
Common shares issued under share-based compensation plans | 0 | $ 2 | (2) | 0 | ||||||
Share-based compensation | 27 | 27 | 27 | |||||||
Employee withholding taxes related to share-based awards | (1) | (1) | (1) | |||||||
Noncontrolling interest distributions | (6) | (6) | ||||||||
Net income (loss) | 70 | 71 | 71 | (1) | ||||||
Other comprehensive (loss) income | $ 19 | 16 | 16 | 3 | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 355,026,950 | 355,000,000 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 655 | $ 10,219 | $ 435 | $ (7,860) | $ (2,207) | $ 587 | $ 68 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (407) | $ (266) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 1,397 | 1,583 |
Amortization and write-off of debt premiums, discounts and issuance costs | 45 | 49 |
Asset impairments | 17 | 49 |
Acquisition-related contingent consideration | 26 | 2 |
Allowances for losses on trade receivable and inventories | 52 | 46 |
Deferred income taxes | (213) | (233) |
Gain on sale of assets | (1) | (10) |
Additions to accrued legal settlements | 147 | 12 |
Payments of accrued legal settlements | (82) | (4) |
Share-based compensation | 81 | 77 |
Foreign exchange loss | 14 | 8 |
Gain excluded from hedge effectiveness | (17) | (3) |
Loss on extinguishment of debt | 51 | 40 |
Payments of contingent consideration adjustments, including accretion | 0 | (1) |
Other | (7) | 30 |
Changes in operating assets and liabilities: | ||
Trade receivables | 67 | 110 |
Inventories | (178) | (205) |
Prepaid expenses and other current assets | 11 | 16 |
Accounts payable, accrued and other liabilities | (286) | (33) |
Net cash provided by operating activities | 717 | 1,267 |
Cash Flows From Investing Activities | ||
Acquisition of businesses, net of cash acquired | 0 | (180) |
Purchases of property, plant and equipment | (222) | (192) |
Payments for intangible and other assets | (3) | (1) |
Purchases of marketable securities | (3) | (8) |
Proceeds from sale of marketable securities | 7 | 3 |
Proceeds from sale of assets and businesses, net of costs to sell | 21 | 44 |
Interest settlements from cross-currency swaps | 23 | 0 |
Net cash used in investing activities | (177) | (334) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 1,476 | 3,238 |
Repayments of long-term debt | (3,162) | (3,956) |
Proceeds from the issuances of short-term debt | 1 | 12 |
Repayments of short-term debt | (1) | (12) |
Payments of employee withholding taxes related to share-based awards | (30) | (40) |
Payments of acquisition-related contingent consideration | (30) | (27) |
Payments of financing costs | (39) | (26) |
Other | (6) | (1) |
Net cash used in financing activities | (1,791) | (812) |
Effect of exchange rate changes on cash and cash equivalents | (5) | (17) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (1,256) | 104 |
Cash and cash equivalents and restricted cash, beginning of period | 3,244 | 723 |
Cash and cash equivalents and restricted cash, end of period | 1,988 | 827 |
Cash and cash equivalents and restricted cash, end of period | $ 1,988 | $ 827 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Bausch Health Companies Inc. (the “Company” or "Bausch Health") is a multinational, specialty 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 branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices) which are marketed directly or indirectly in approximately 100 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators on February 19, 2020. 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, 2019, 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 statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Separation of the Bausch + Lomb Eye-Health Business On August 6, 2020, the Company announced that it intends to separate its eye-health business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc. (the “Separation”). The Separation will establish two separate companies that include: (i) a fully integrated eye-health company which will consist of the Company’s Bausch + Lomb Global Vision Care, Global Surgical, Global Consumer and Global Ophthalmic Rx businesses and (ii) a diversified pharmaceutical company which will include the Company’s Salix, International Rx, Solta, neurology and medical dermatology pharmaceutical businesses. The anticipated separation is subject to regulatory approvals and certain conditions, including final approval by the Company’s Board of Directors and any shareholder vote requirements that may be applicable. These unaudited Consolidated Financial Statements do not include any adjustments to give effect to the Separation. The Company has begun addressing the internal organizational design and structure of the new entity which it anticipates having substantially completed in late 2021. Management is also exploring various capitalization structures and the form of the Separation transaction in order to properly capitalize both entities post-separation. As of the date of the issuance of these financial statements, the Company is in the planning phase of the Separation. As such, there are considerations, approvals and conditions that will determine the ultimate timing and structure of the Separation and there can be no assurance that a transaction will occur. Impacts of COVID-19 Pandemic The unprecedented nature of the COVID-19 pandemic has adversely impacted the global economy. The COVID-19 pandemic and the rapidly evolving reactions of governments, private sector participants and the public in an effort to contain the spread of the COVID-19 virus and/or address its impacts have intensified and have had significant direct and indirect effects on businesses and commerce. This includes, but is not limited to, disruption to supply chains, employee base and transactional activity, facilities closures and production suspensions. The COVID-19 pandemic has also significantly increased demand for certain goods and services, such as pandemic-related medical services and supplies, alongside decreased demand for others, such as retail, hospitality, elective medical procedures and travel. The extent to which these events may continue to impact the Company's business, financial condition, cash flows and results of operations, in particular, will depend on future developments which are highly uncertain and many of which are outside the Company's control. Such developments include the ultimate geographic spread and duration of the pandemic, the extent and duration of a resurgence, if any, new information concerning the severity of the COVID-19 virus, the effectiveness and intensity of measures to contain the COVID-19 virus and the economic impact of the pandemic and the reactions to it. Such developments, among others, depending on their nature, duration and intensity, could have a significant adverse effect on the Company's business, financial condition, cash flows and results of operations. To date, the Company has been able to continue its operations with limited disruptions in supply and manufacturing. Although it is difficult to predict the broad macroeconomic effects that the COVID-19 pandemic will have on industries or individual companies, the Company has assessed the possible effects and outcomes of the pandemic on, among other things, its supply chain, customers and distributors, discounts and rebates, employee base, product sustainability, research and development efforts, product pipeline and consumer demand and currently believes that its estimates are reasonable. Use of Estimates In preparing the unaudited Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that the COVID-19 pandemic will have on its operations and cash flows. The estimates and assumptions used by the Company 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 and the differences could be material. 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 June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on the impairment of financial instruments requiring an impairment model based on expected losses In August 2018, the FASB issued guidance modifying the disclosure requirements for fair value measurement. The guidance was effective for the Company beginning January 1, 2020. The application of this guidance did not have a material effect on the Company's disclosures. In March 2020, the FASB issued guidance providing optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform. Optional expedients are provided for contract modification accounting within the areas of receivables, debt, leases, derivatives and hedging. The optional amendments are effective for all entities as of March 12, 2020, through December 31, 2022. During the nine months ended September 30, 2020, the Company has not entered into any contract modifications in which the optional expedients were applied. However, if prior to December 31, 2022 the Company enters into a contract modification in which the optional expedients are applied, the Company will evaluate the impact of adoption of this guidance on its financial position, results of operations and cash flows. Recently Issued Accounting Standards, Not Adopted as of September 30, 2020 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 | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, principally 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 19, "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 Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company's products. These judgments include the potential impact of the COVID-19 pandemic on, among other things, unemployment and related changes in customer health insurance levels, customer behaviors during the COVID-19 pandemic and government stimulus bills that focus on ensuring availability and access to lifesaving drugs during a public health crisis. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or require an adjustment related to past sales, or both. If the trend in actual amounts of variable consideration varies from the Company’s prior estimates, the Company adjusts these estimates when such trend is believed to be sustainable. At that time, the Company would record the necessary adjustments which would affect net product revenue and earnings reported in the current period. Over the last several years, the Company increased its focus on maximizing operational efficiencies and continues to take actions to reduce product returns, including but not limited to: (i) monitoring and reducing customer inventory levels, (ii) instituting disciplined pricing policies and (iii) improving contracting. These actions have had the effect of improving sales return experience, primarily related to branded and generic products. Sales return provisions for the nine months ended September 30, 2020 and 2019 were $71 million and $50 million, respectively, and includes reductions in variable consideration for sales return provisions related to past sales of approximately $38 million and $80 million for the three months ended September 30, 2020 and 2019, respectively. The following tables present the activity and ending balances of the Company’s variable consideration provisions for the nine months ended September 30, 2020 and 2019. Nine Months Ended September 30, 2020 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2020 $ 182 $ 691 $ 927 $ 168 $ 82 $ 2,050 Current period provisions 457 71 1,587 1,433 149 3,697 Payments and credits (454) (185) (1,605) (1,451) (150) (3,845) Reserve balances, September 30, 2020 $ 185 $ 577 $ 909 $ 150 $ 81 $ 1,902 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $33 million and $29 million as of September 30, 2020 and January 1, 2020, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. Included as a reduction of Distribution Fees in the table above are price appreciation credits of approximately $4 million during the nine months ended September 30, 2020. Nine Months Ended September 30, 2019 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2019 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Acquisition of Synergy — 3 12 — 1 16 Current period provisions 585 50 1,650 1,425 150 3,860 Payments and credits (583) (187) (1,673) (1,480) (181) (4,104) Reserve balances, September 30, 2019 $ 177 $ 679 $ 1,013 $ 154 $ 133 $ 2,156 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $26 million and $26 million as of September 30, 2019 and January 1, 2019, respectively. There were no price appreciation credits during the nine months ended September 30, 2019. Contract Assets and Contract Liabilities There are no contract assets for any period presented. Contract liabilities consist of deferred revenue, the balance of which is not material to any period presented. Allowance for Credit Losses An allowance is maintained for potential credit losses. The Company estimates the current expected credit loss on its receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of collaterals (if any), and any relevant current and reasonably supportable future economic factors. Additionally, the Company generally estimates the expected credit loss on a pool basis when customers are deemed to have similar risk characteristics. Trade receivable balances are written off against the allowance when it is deemed probable that the trade receivable will not be collected. Trade receivables, net are stated net of certain sales provisions and the allowance for credit losses. The activity in the allowance for credit losses for trade receivables for the nine months ended September 30, 2020 is as follows. (in millions) Balance, December 31, 2019 $ 48 Retrospective effect of application of new accounting standard 1 Provision 7 Write-offs (3) Recoveries 1 Foreign exchange and other (1) Balance, September 30, 2020 $ 53 |
ACQUISITION, LICENSING AGREEMEN
ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE | ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE Acquisition of Certain Assets of 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 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 were 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 acquired business is included in the Company's Salix segment and has, to date, resulted in additional revenues and certain 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 as: (i) substantially all the fair value of the assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets and (ii) substantive inputs and processes were acquired to contribute to the creation of outputs. The following table summarizes the 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 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 December 31, 2019 were $55 million. Operating results associated with the acquired assets of Synergy during the period March 6, 2019 through December 31, 2019 and pro-forma revenues and operating results for the nine months ended September 30, 2019 and the year 2019 were not material. Included in Other expense, net during the nine months ended September 30, 2019 are acquisition-related costs of $8 million directly related to the acquisition of certain assets of Synergy, which include expenditures for advisory, legal, valuation, accounting and other similar services. Option to Purchase All Ophthalmology Assets of Allegro Ophthalmics, LLC ("Allegro") On September 21, 2020, the Company announced that it entered into an agreement to acquire an option to purchase all of the ophthalmology assets of Allegro (the "Option"), a privately held biopharmaceutical company focused on the development of therapies that regulate integrin functions for the treatment of ocular diseases. Among the assets to be acquired if the Option is exercised, is the worldwide rights to risuteganib (Luminate ® ), Allegro's lead investigational compound in retina, which is believed to simultaneously act on the angiogenic, inflammatory and mitochondrial metabolic pathways implicated in diseases such as intermediate dry Age-related Macular Degeneration ("AMD"). A U.S. Phase 2a study with risuteganib in intermediate dry AMD met its primary endpoint of vision recovery and Phase 3 testing is in the planning stages. The aggregate payments to acquire the Option are $50 million and include an upfront payment of $10 million and a second payment of $40 million should Allegro raise additional funding. During the three months ended September 30, 2020, the Company made and expensed the upfront payment of $10 million as acquired in-process research and development ("IPR&D") included in Other expense, net. If the Option is exercised, additional payments to acquire all ophthalmology assets of Allegro will be due. Licensing Agreements In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions. Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated. Assets Held for Sale In 2019, the Company identified certain products in the Bausch + Lomb/International segment and one product in the Diversified Products segment for disposal. The products and the related assets and liabilities of this disposal group qualified as a business. Revenues associated with this business were $14 million and $19 million for the years 2019 and 2018, respectively. The carrying value of the business, including inventories, intangible assets, goodwill and deferred income taxes, was adjusted to its estimated fair value less costs to sell and reclassified as held for sale as of September 30, 2019 and an impairment of $8 million associated with this business was recognized during the three months ended September 30, 2019. As a result of changing business dynamics, during the three months ended March 31, 2020, the Company decided not to sell these assets and reclassified $39 million of held for sale assets as assets held and used at their respective fair values at the date of the decision not to sell. This reclassification did not impact the Consolidated Statement of Operations for the nine months ended September 30, 2020. |
RESTRUCTURING, INTEGRATION AND
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS | RESTRUCTURING, INTEGRATION AND SEPARATION 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. Restructuring and integration costs are expenses associated with the implementation of these cost savings programs and 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 liability associated with restructuring and integration costs as of September 30, 2020 was $25 million. During the nine months ended September 30, 2020, the Company incurred $12 million of restructuring and integration costs. These costs included: (i) $7 million of facility closure costs and (ii) $5 million of severance costs. The Company made payments of $14 million for the nine months ended September 30, 2020. During the nine months ended September 30, 2019, the Company incurred $28 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, (ii) $9 million of facility closure costs and (iii) $8 million of other severance costs. The Company made payments of $27 million for the nine months ended September 30, 2019. Separation costs and separation-related costs The Company has incurred, and will incur, costs associated with activities to effectuate the Separation. These activities include: (i) separating the eye-health business from the remainder of the Company and (ii) registering the eye-health business as an independent publicly traded entity. Separation costs are incremental costs directly related to the Separation and include, but are not limited to: (i) legal, audit and advisory fees, (ii) employee hiring, relocation and travel costs and (iii) costs associated with establishing a new board of directors and audit committee. Included in Restructuring, integration and separation costs for the three and nine months ended September 30, 2020 is $1 million of separation costs. The Company has also incurred, and will incur, separation-related costs which are incremental costs indirectly related to the Separation. Separation-related costs include, but are not limited to: (i) IT infrastructure and software licensing costs, (ii) rebranding costs and (iii) costs associated with facility relocation and/or modification. Included in Selling, general and administrative expenses for the three and nine months ended September 30, 2020 is $4 million of separation-related costs. The Company is in the planning phase of the Separation and the extent and timing of future charges for these costs cannot be reasonably estimated at this time and could be material. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: September 30, 2020 December 31, 2019 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 423 $ 393 $ 30 $ — $ 2,696 $ 2,646 $ 50 $ — Restricted cash $ 1,011 $ 1,011 $ — $ — $ 1 $ 1 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ 312 $ — $ — $ 312 $ 316 $ — $ — $ 316 Cross-currency swaps $ 18 $ — $ 18 $ — $ 13 $ — $ 13 $ — Foreign currency exchange contracts $ 2 $ — $ 2 $ — $ — $ — $ — $ — 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. As of September 30, 2020, Restricted cash includes $1,010 million of payments into an escrow fund under the terms of a settlement agreement regarding certain U.S. securities litigation, subject to final court approval, and is reflected in the Consolidated Balance Sheets at carrying value, which approximates fair value due to its short-term nature. These payments will remain in escrow until final approval of the settlement as discussed in Note 18, "LEGAL PROCEEDINGS". There were no transfers into or out of Level 3 during the nine months ended September 30, 2020. Cross-currency Swaps During the three months ended September 30, 2019, the Company entered into cross-currency swaps, with aggregate notional amounts of $1,250 million, to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements from fluctuation in exchange rates. The euro-denominated net investment being hedged is the Company’s investment in certain euro-denominated subsidiaries. The Company’s cross-currency swaps qualify for and have been designated as an accounting hedge of the foreign currency exposure of a net investment in a foreign operation and are remeasured at each reporting date to reflect changes in their fair values. The fair value is determined via a mark-to-market analysis, using observable (Level 2) inputs. These inputs may include: (i) the foreign currency exchange spot rate between the euro and U.S. dollar, (ii) the interest rate yield curves in the euro and U.S. dollar and (iii) the credit risk rating for each applicable counterparty. The net change in fair value of cross-currency swaps is reported as a gain or loss in the Consolidated Statements of Comprehensive Income (Loss) as part of Foreign currency translation adjustment to the extent they are effective and remain in Accumulative other comprehensive loss until either the sale or complete, or substantially complete, liquidation of the subsidiary. No portion of the cross-currency swaps were ineffective for the nine months ended September 30, 2020 and 2019. The Company uses the spot method of assessing hedge effectiveness. The Company has elected to amortize amounts excluded from the assessment of effectiveness over the term of its cross-currency swaps as Interest expense in the Consolidated Statements of Operations. The fair value of the Company’s cross-currency swaps liability as of September 30, 2020 and December 31, 2019 was $18 million and $13 million, respectively. Included in Other non-current liabilities is $21 million and $22 million of cross-currency swaps and included in Prepaid expenses and other current assets is $3 million and $9 million of earned interest within the Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019, respectively. The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 (Loss) Gain recognized in Other comprehensive income (loss) $ (54) $ 5 $ 1 $ 5 Gain excluded from assessment of hedge effectiveness $ 6 $ 3 $ 17 $ 3 Location of gain of excluded component Interest Expense Interest Expense Settlement of the Company's cross-currency swaps occur in February and August each year. During the nine months ended September 30, 2020, the Company received $23 million in settlements which are reported as investing activities in the Consolidated Statements of Cash Flows. Foreign Currency Exchange Contracts During the nine months ended September 30, 2020, the Company entered into foreign currency exchange contracts, with an aggregate notional amount of $187 million. The Company had no foreign currency exchange contracts during 2019. The Company's foreign currency exchange contracts are remeasured at each reporting date to reflect changes in their fair values determined using forward rates, which are observable market inputs, multiplied by the notional amount. The Company's foreign currency exchange contracts are economically hedging the foreign exchange exposure on certain of the Company’s intercompany balances. These contracts have not been designated as an accounting hedge, and therefore the net change in their fair value is reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other. The fair value of the Company's foreign currency exchange contracts liability as of September 30, 2020 was $1 million. Included in Accrued and other current liabilities are $2 million and included in Prepaid expenses and other current assets are $1 million of foreign currency exchange contracts within the Consolidated Balance Sheets. During the three and nine months ended September 30, 2020, the net change in fair value was $0 and a loss of $1 million, respectively. Settlements of the Company's foreign currency exchange contracts are reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other and reported as operating activities in the Consolidated Statements of Cash Flows. During the nine months ended September 30, 2020, the Company reported a realized loss of $1 million related to settlements of the Company's foreign currency exchange contracts. Acquisition-related Contingent Consideration Obligations The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At September 30, 2020, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 5% to 25%, and a weighted average risk-adjusted discount rate of 8%. The weighted average risk-adjusted discount rate was calculated by weighting each contract's relative fair value at September 30, 2020. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, (in millions) 2020 2019 Balance, beginning of period $ 316 $ 339 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 17 $ 16 Fair value adjustments due to changes in estimates of other future payments 9 (14) Acquisition-related contingent consideration 26 2 Payments (30) (28) Balance, end of period 312 313 Current portion included in Accrued and other current liabilities 37 46 Non-current portion $ 275 $ 267 Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The following table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a non-recurring basis: September 30, 2020 December 31, 2019 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Other non-current assets: Non-current assets held for sale $ — $ — $ — $ — $ 39 $ — $ — $ 39 Non-current assets held for sale of $39 million included in the Consolidated Balance Sheets as of December 31, 2019 were remeasured to their estimated fair values less costs to sell determined using a discounted cash flow analysis which utilized Level 3 unobservable inputs. As discussed in Note 4, "ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE", due to changing business dynamics, the Company decided not to sell these assets during the three months ended March 31, 2020. Fair Value of Long-term Debt The fair value of long-term debt as of September 30, 2020 and December 31, 2019 was $25,258 million and $27,520 million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2) . |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net of allowances for obsolescence consist of: (in millions) September 30, December 31, Raw materials $ 339 $ 319 Work in process 159 149 Finished goods 726 639 $ 1,224 $ 1,107 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: September 30, 2020 December 31, 2019 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 21,057 $ (14,673) $ 6,384 $ 21,011 $ (13,544) $ 7,467 Corporate brands 921 (388) 533 930 (338) 592 Product rights/patents 3,295 (3,013) 282 3,297 (2,887) 410 Partner relationships 164 (163) 1 166 (165) 1 Technology and other 207 (195) 12 209 (189) 20 Total finite-lived intangible assets 25,644 (18,432) 7,212 25,613 (17,123) 8,490 Acquired IPR&D not in service 13 — 13 13 — 13 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,355 $ (18,432) $ 8,923 $ 27,324 $ (17,123) $ 10,201 Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Asset impairments in the Consolidated Statement of Operations. The Company continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are present. Asset impairments for the nine months ended September 30, 2020 were $17 million and include impairments of: (i) $16 million, in aggregate, due to decreases in forecasted sales of certain product lines and (ii) $1 million, in aggregate, related to the discontinuance of certain product lines not aligned with the focus of the Company's core businesses. Asset impairments for the nine months ended September 30, 2019 were $49 million and include impairments of: (i) $38 million reflecting decreases in forecasted sales of certain product lines due to generic competition and other factors, (ii) $8 million related to assets being classified as held for sale and (iii) $3 million due to the discontinuance of specific product lines not aligned with the focus of the Company's core businesses. Estimated amortization expense of finite-lived intangible assets for the remainder of 2020 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2020 2021 2022 2023 2024 2025 Thereafter Total Amortization $ 380 $ 1,410 $ 1,227 $ 1,055 $ 925 $ 821 $ 1,394 $ 7,212 Goodwill The changes in the carrying amounts of goodwill during the nine months ended September 30, 2020 and the year ended December 31, 2019 were as follows: (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2019 $ 5,805 $ 3,156 $ 1,267 $ 2,914 $ 13,142 Acquisition of certain assets of Synergy — 3 — — 3 Goodwill reclassified to assets held for sale (Note 4) (18) — — — (18) Foreign exchange and other (1) — — — (1) Balance, December 31, 2019 5,786 3,159 1,267 2,914 13,126 Assets held for sale reclassified to goodwill (Note 4) 18 — — — 18 Foreign exchange and other 16 — — — 16 Balance, September 30, 2020 $ 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, 2019 by first assessing qualitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount (Step 0). Where the qualitative assessment suggested that it was more likely than not that the fair value of a reporting unit was less than its carrying amount, a quantitative fair value test was performed for that reporting unit (Step 1). The quantitative fair value test was performed utilizing long-term growth rates and discount rates applied to the estimated cash flows 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 and such charges could be material. 2019 Goodwill Impairment Testing During the interim periods of 2019, no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value and therefore, no impairments were recorded. The Company conducted its annual goodwill impairment test as of October 1, 2019 by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Where the qualitative assessment suggested that it was more likely than not that the fair value of a reporting unit was less than its carrying amount, a quantitative fair value test was performed for that reporting unit. In each quantitative fair value test performed, the fair value was greater than the carrying value of the reporting unit. As a result, there was no impairment to the goodwill of any reporting unit. The Company performed quantitative fair value tests for the Ortho Dermatologics reporting unit and the Neuro and Other reporting unit as of October 1, 2019, utilizing long-term growth rates of 2.0% and 1.5%, and discount rates of 9.8% and 9.0%, respectively, in estimation of the fair value of these reporting units. 2020 Interim Goodwill Impairment Assessments In response to the COVID-19 pandemic, the Company has taken actions to protect its employees, customers and other stakeholders and mitigate the negative impact of the COVID-19 pandemic on its operations and operating results. These and additional actions can increase the costs of doing business during the pandemic and, in the periods that follow, may include the costs of idling and reopening certain facilities in affected areas. Further, social restrictions and other precautionary measures taken by customers, health care patients and consumers in response to the pandemic are expected to impact the timing and amount of revenues during the COVID-19 pandemic. Although the Company's revenues for the nine months ended September 30, 2020 were less than those forecasted on the date goodwill was last tested for impairment (October 1, 2019) and additional pandemic-related declines in revenues may occur for the remainder of 2020, there are no indications that these trends are materially related to developments other than the COVID-19 pandemic. The negative impacts of the COVID-19 pandemic on the global economy were not existing conditions on the date goodwill was last tested for impairment (October 1, 2019) and have led to significant volatility in the global equity markets. The Company has been able to continue its operations with limited disruptions and has assessed the potential impact that the COVID-19 pandemic is likely to have on its forecasted cash flows. In performing its assessment, the Company considered the possible affects and outcomes of the COVID-19 pandemic on, among other things, its supply chain, customers and distributors, employee base, product sustainability, research and development activities, product pipeline and consumer demand and related rebates and discounts and has made adjustments, although not considered to be material, to its long-term forecasts as of October 1, 2019 (the date goodwill was last tested for impairment) for these and other matters. After completing this assessment, although not completely insulated from the negative effects of the COVID-19 pandemic, the Company believes that its long-term forecasted cash flows, as adjusted for the possible outcome of the COVID-19 pandemic and other matters, do not indicate that the fair value of any reporting unit may be below its carrying value. During the pandemic, the public has been advised to engage in certain "social restrictions" such as: (i) remaining at home or shelter-in-place, (ii) limiting social interaction, (iii) closing non-essential businesses and (iv) postponing certain surgical and elective medical procedures in order to prioritize/conserve available health care resources. During the three months ended March 31, 2020, these factors negatively impacted, most notably, the revenues of the Company's Global Vision Care and Global Surgical businesses in Asia where the COVID-19 pandemic originated. Beginning in March 2020, and throughout most of the second quarter of 2020, the Company experienced steeper declines in these revenues and the revenues of other businesses as social restrictions expanded worldwide, particularly in the U.S. and Europe. Social restrictions negatively impacted the Company's revenues for contact lenses, intraocular lenses, medical devices, surgical systems and certain pre- and post-operative eye-medications of its Global Ophtho Rx business, medical aesthetics and therapeutic products of its Global Solta business, and certain branded pharmaceutical products of its Salix, Ortho Dermatologics and Dentistry businesses, as the offices of many health care providers were closed and certain surgeries and elective medical procedures were deferred. The Company’s revenues for the nine months ended September 30, 2020 were negatively impacted by the social restrictions and other precautionary measures taken in response to the COVID-19 pandemic earlier in the year. However, as governments began lifting social restrictions, allowing offices of certain health care providers to reopen and certain surgeries and elective medical procedures to proceed, the negative trend in the revenues of certain businesses began to level off and stabilize. Presuming there is no material resurgence of the COVID-19 virus, the Company anticipates an ongoing, gradual global recovery from the macroeconomic and health care impacts of the pandemic that occurred during the first-half of 2020. The Company therefore believes that its revenues for the year 2020 will be most impacted by the COVID-19 pandemic in its second quarter, although the Company experienced additional COVID-19 pandemic related declines in the year-over-year revenues in its third quarter, and expects additional COVID-19 pandemic related declines in the fourth quarter of 2020, in many of its businesses and geographies. Presuming any reenactment of social restrictions is not significant, the Company anticipates that its affected businesses could possibly return to pre-pandemic levels as early as late 2020 or in 2021. However, the rates of recovery for each business will vary by geography and will be dependent upon government responses, rates of economic recovery, precautionary measures taken by patients and customers, the rate at which remaining social restrictions are lifted and once lifted, the presumption that social restrictions will not be materially reenacted in the event of a resurgence of the virus and other actions taken in response to the COVID-19 pandemic. The Company's latest forecasts of cash flows gives consideration to the nature and timing of the expected revenue losses disclosed above. The changes in the amounts and timing of these revenues as presented in the latest forecasts include a range of potential outcomes and, with the exception of the Ortho Dermatologics reporting unit as discussed below, are not substantial enough to materially adversely affect the recoverability of any of the associated reporting units’ assets and are not material enough to indicate that the fair values of those reporting units might be below their respective carrying values. Based on the results of the October 1, 2019 annual goodwill impairment test, the Company continues to assess the performance of the Ortho Dermatologics reporting unit and the Neuro and Other reporting unit and performs quarterly qualitative assessments of their respective carrying values and fair values to determine if quantitative fair value testing is warranted. As part of these qualitative assessments, management considers the totality of all relevant events or circumstances that effect the carrying amount and fair value of each reporting unit, including comparing actual operating results to the forecast used to test the goodwill of the Ortho Dermatologics reporting unit and the Neuro and Other reporting unit as of October 1, 2019. Neuro and Other Reporting Unit Management believed that based on its qualitative assessments as of March 31, 2020, June 30, 2020 and September 30, 2020, it was more likely than not that the carrying amount of the Neuro and Other reporting unit was less than its fair value and, therefore, concluded a quantitative assessment was not required at March 31, 2020, June 30, 2020 and September 30, 2020. Ortho Dermatologics Reporting Unit During the three months ended March 31, 2020, the operating results for the Ortho Dermatologics reporting unit were less than those forecasted at October 1, 2019 for that period. As part of its qualitative assessment as of March 31, 2020, the Company revised its forecasts for the year 2020, for among other matters, the lower than originally forecasted operating results for the three months ended March 31, 2020 and the range of potential impacts of the COVID-19 pandemic, including longer than expected launch cycles for certain new products. Management believed that the revisions to its forecasts for the year 2020 were indicators that there was less headroom as of March 31, 2020 as compared to the headroom calculated on the date goodwill was last tested for impairment (October 1, 2019). Therefore, a quantitative test for the Ortho Dermatologics reporting unit was performed at March 31, 2020. Based on the quantitative test, the fair value of the Ortho Dermatologics reporting unit continued to be greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit at March 31, 2020. During the three months ended June 30, 2020, the Company identified certain Ortho Dermatologics’ products that were experiencing longer launch cycles than originally anticipated due to the COVID-19 pandemic and, as a direct result, took actions to mitigate the impact of these matters, including right-sizing its Ortho Dermatologics’ sales force. As part of its qualitative assessment as of June 30, 2020, the Company revised its long-term forecasts for, among other matters, the decrease in forecasted revenues of the identified products, the reduction in sales force and related costs and a range of potential impacts of COVID-19 pandemic related matters. Management believes that these events are indicators that there is less headroom as of June 30, 2020 as compared to the headroom calculated on the date goodwill was last tested for impairment (March 31, 2020). Therefore, a quantitative test for the Ortho Dermatologics reporting unit was performed. The quantitative test utilized the Company's most recent cash flow projections, including a range of potential outcomes, along with a long-term growth rate of 2.0% and a range of discount rates between 9.5% and 10.0%. Based on the quantitative test, the fair value of the Ortho Dermatologics reporting unit was 10% to 15% greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit at June 30, 2020. Management believed that based on its qualitative assessments as of September 30, 2020, it was more likely than not that the carrying amount of the Ortho Dermatologics reporting unit was less than its fair value and, therefore, concluded a quantitative assessment was not required at September 30, 2020. The Company continues to monitor the market conditions impacting the Ortho Dermatologics reporting unit and Neuro and Other reporting unit including: (i) the impacts of the COVID-19 pandemic on operations, (ii) the impact of the loss of exclusivity of certain products, (iii) the impact of longer launch cycles for new products and (iv) ongoing pricing pressures, which could negatively impact the reporting units' results over the long term. If market conditions further deteriorate, if the factors and circumstances regarding the COVID-19 pandemic escalate beyond management’s current expectations, 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. No other events occurred or circumstances changed during the period October 1, 2019 (the date goodwill was last tested for impairment) through September 30, 2020 that indicate it is more likely than not the fair value of any reporting unit, other than the Ortho Dermatologics reporting unit may be below its carrying value. The Company will perform its annual impairment test as of October 1, 2020. In addition, the Company expects to realign and begin managing its operations in a manner consistent with the organizational structure of the two separate entities as proposed by the Separation during the first quarter of 2021, and as a result the Company may need to perform an impairment test upon realignment of its operating segments. Accumulated goodwill impairment charges through September 30, 2020 were $3,711 million. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) September 30, December 31, Legal matters and related fees $ 1,462 $ 1,397 Product rebates 876 898 Product returns 577 691 Interest 375 305 Employee compensation and benefit costs 300 304 Income taxes payable 149 196 Other 614 720 $ 4,353 $ 4,511 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 December 31, 2019 (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 $ — $ — $ — $ — June 2025 Term Loan B Facility June 2025 3,498 3,414 3,869 3,768 November 2025 Term Loan B Facility November 2025 1,200 1,185 1,275 1,257 Senior Secured Notes: 6.50% Secured Notes March 2022 — — 1,250 1,242 7.00% Secured Notes March 2024 2,000 1,986 2,000 1,983 5.50% Secured Notes November 2025 1,750 1,735 1,750 1,733 5.75% Secured Notes August 2027 500 494 500 493 Senior Unsecured Notes: 5.50% March 2023 284 283 402 400 5.875% May 2023 99 99 1,448 1,441 4.50% euro-denominated debt May 2023 1,758 1,752 1,682 1,674 6.125% April 2025 3,250 3,233 3,250 3,230 9.00% December 2025 1,500 1,477 1,500 1,473 9.25% April 2026 1,500 1,486 1,500 1,484 8.50% January 2027 1,750 1,755 1,750 1,756 7.00% January 2028 750 741 750 741 5.00% January 2028 1,250 1,235 1,250 1,234 6.25% February 2029 1,500 1,480 — — 7.25% May 2029 750 741 750 740 5.25% January 2030 1,250 1,235 1,250 1,234 Other Various 12 12 12 12 Total long-term debt and other $ 24,601 24,343 $ 26,188 25,895 Less: Current portion of long-term debt and other — 1,234 Non-current portion of long-term debt $ 24,343 $ 24,661 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. As of September 30, 2020, the amount available for restricted payments under the Company’s most restrictive indentures (as defined by those indentures) was approximately $12,600 million. 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. The unprecedented nature of the COVID-19 pandemic has adversely impacted the global economy. As the global economic landscape changes, there is a wide range of possible outcomes regarding the nature and timing of events and reactions to the COVID-19 pandemic, each of which are highly dependent on variables that are difficult to predict at this time. While there are a number of standard borrowing conditions that must be met to make borrowings under the 2023 Revolving Credit Facility, the Company has considered the economy's impact on its non-financial and financial maintenance covenants and believes the current state of the economy does not limit its access to capital under the 2023 Revolving Credit Facility at this time. As of September 30, 2020, the Company was in compliance with its financial maintenance covenant related to its debt obligations. The Company, based on its current forecast as adjusted for the potential impacts of the COVID-19 pandemic, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations for at least the twelve months following the date of issuance of these financial statements. 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 June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into the “Senior Secured Credit Facilities” under the Company’s Fourth Amended and Restated Credit and Guaranty Agreement, as amended by the First Incremental Amendment to the Restated Credit Agreement, dated as of November 27, 2018, and as further amended (the “Restated Credit Agreement”) with a syndicate of financial institutions and investors as lenders. The Restated Credit Agreement provides for a revolving credit facility of $1,225 million, which 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 and Bausch Health Americas, Inc. ("BHA") in an aggregate principal amount in excess of $1,000 million (the "2023 Revolving Credit Facility") and term loan facilities of original principal amounts of $4,565 million and $1,500 million, maturing in June 2025 (the “June 2025 Term Loan B Facility”) and November 2025 (the "November 2025 Term Loan B Facility"), respectively. Both the Company and BHA are borrowers under the 2023 Revolving Credit Facility, borrowings under which may be made in U.S. dollars, Canadian dollars or euros. 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% or (c) the eurocurrency rate (as defined in the Restated Credit Agreement) for a period of one month plus 1.00% (or if such eurocurrency rate shall not be ascertainable, 1.00%) or (ii) a eurocurrency rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs (provided however, that the eurocurrency rate shall at no time be less than 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 September 30, 2020, 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 3.15% and 2.90% 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 September 30, 2020, the aggregate remaining mandatory quarterly amortization payments for the Senior Secured Credit Facilities were $680 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 September 30, 2020, the stated rate of interest on the 2023 Revolving Credit Facility was 3.15% per annum. As of September 30, 2020, the Company had no outstanding borrowings, $107 million of issued and outstanding letters of credit and remaining availability of $1,118 million under its 2023 Revolving Credit Facility. 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, and, in the case of unsecured debt, a total leverage ratio of not greater than 6.50:1.00 or an interest coverage ratio of not less than 2.00:1.00. Senior Secured Notes The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Restated Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). The Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the Company’s obligations under the Restated Credit Agreement under the terms of the 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 8.50% Senior Unsecured Notes due January 2027 (the "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 proceeds, 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. 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. 8.50% Senior Unsecured Notes due 2027 - March 2019 Refinancing Transactions As part of the March 2019 Refinancing Transactions described above, BHA issued $1,000 million aggregate principal amount of January 2027 Unsecured Notes. 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 "7.00% 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 proceeds 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”). 5.00% Senior Unsecured Notes due 2028 and 5.25% Senior Unsecured Notes due 2030 - December 2019 Financing and Refinancing Transactions On December 30, 2019, the Company issued: (i) $1,250 million aggregate principal amount of 5.00% Senior Unsecured Notes due January 2028 (the "5.00% January 2028 Unsecured Notes") and (ii) $1,250 million aggregate principal amount of 5.25% Senior Unsecured Notes due January 2030 (the "January 2030 Unsecured Notes") in a private placement. The proceeds and cash on hand were used to: (i) redeem $1,240 million of May 2023 Unsecured Notes on January 16, 2020, (ii) finance the $1,210 million settlement of certain U.S. securities litigation, subject to final court approval, as discussed in Note 18, "LEGAL PROCEEDINGS" and (iii) pay all fees and expenses associated with these transactions (collectively, the "December 2019 Financing and Refinancing Transactions"). 6.25% Senior Unsecured Notes due 2029 - May 2020 Refinancing Transactions On May 26, 2020, the Company issued $1,500 million aggregate principal amount of 6.25% Senior Unsecured Notes due February 2029 (the "February 2029 Unsecured Notes") in a private placement. The proceeds and cash on hand were used to: (i) repurchase $1,250 million aggregate principal amount of outstanding 6.50% Senior Secured Notes due March 2022, (ii) prepay $303 million of mandatory amortization scheduled for payment in 2022 under the Company's June 2025 and November 2025 Term Loan B Facilities and (iii) pay all fees and expenses associated with these transactions (collectively, the "May 2020 Refinancing Transactions"). The May 2020 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $27 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt's carrying value. The February 2029 Unsecured Notes accrue interest at the rate of 6.25% per year, payable semi-annually in arrears on each of February 15 and August 15. The Company may redeem all or a portion of the February 2029 Unsecured Notes at any time prior to February 15, 2024, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium. In addition, at any time prior to August 15, 2023, the Company may redeem up to 40% of the aggregate principal amount of the outstanding February 2029 Unsecured Notes with the net proceeds of certain equity offerings at the redemption price set forth in the February 2029 Unsecured Notes indenture. On or after February 15, 2024, the Company may redeem all or a portion of the February 2029 Unsecured Notes at the applicable redemption prices set forth in the February 2029 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption. Weighted Average Stated Rate of Interest The weighted average stated rate of interest for the Company's outstanding debt obligations as of September 30, 2020 and December 31, 2019 was 5.94% and 6.21%, respectively. Maturities and Mandatory Payments In order to reduce future cash interest payments, as well as future maturities and mandatory payments, the Company may, from time to time, purchase outstanding debt for cash in open market purchases or privately negotiated transactions. Such repurchases or exchanges, if any, will depend on prevailing market conditions, future liquidity requirements, contractual restrictions and other factors. During the nine months ended September 30, 2020, the Company repurchased and retired, outstanding senior unsecured notes with an aggregate par value of $27 million in the open market, for an aggregate cost of $26 million. In connection with these repurchases, the Company recognized a gain of $1 million included in Loss on extinguishment of debt. Maturities and mandatory payments of debt obligations for the remainder of 2020, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2020 $ — 2021 — 2022 — 2023 2,404 2024 2,303 2025 10,632 Thereafter 9,262 Total debt obligations 24,601 Unamortized premiums, discounts and issuance costs (258) Total long-term debt and other $ 24,343 On October 29, 2020, the Company issued an unconditional notice of redemption to redeem: (i) $99 million of May 2023 Unsecured Notes, representing the remaining outstanding principal balance of the May 2023 Unsecured Notes and (ii) $51 million of March 2023 Unsecured Notes, on November 30, 2020. |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2020 2019 2020 2019 2020 2019 Service cost $ 1 $ 1 $ 2 $ 2 $ — $ — Interest cost 4 6 3 4 1 1 Expected return on plan assets (10) (10) (4) (4) — — Amortization of prior service credit and other — — — (1) (2) (2) Amortization of net loss — — 1 1 — — Net periodic (benefit) cost $ (5) $ (3) $ 2 $ 2 $ (1) $ (1) |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
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 was equal to 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered 20,000,000 common shares of common stock for issuance under the 2014 Plan. Effective April 30, 2018, the Company amended and restated the 2014 Plan (the “Amended and Restated 2014 Plan”). The Amended and Restated 2014 Plan includes the following amendments: (i) the number of common shares authorized for issuance under the Amended and Restated 2014 Plan has been increased by an additional 11,900,000 common shares, as approved by the requisite number of shareholders at the Company’s annual general meeting held on April 30, 2018, (ii) introduction of a $750,000 aggregate fair market value limit on awards (in either equity, cash or other compensation) that can be granted in any calendar year to a participant who is a non-employee director, (iii) housekeeping changes to address recent changes to Section 162(m) of the Internal Revenue Code, (iv) awards are expressly subject to the Company’s clawback policy and (v) awards not assumed or substituted in connection with a Change of Control (as defined in the Amended and Restated 2014 Plan) will only vest on a pro rata basis. Effective April 28, 2020, the Company further amended and restated the Amended and Restated 2014 Plan (the “Further Amended and Restated 2014 Plan”). The Further Amended and Restated 2014 Plan includes the following amendments: (i) the number of common shares authorized for issuance under the Further Amended and Restated 2014 Plan has been increased by an additional 13,500,000 common shares, as approved by the requisite number of shareholders at the Company’s annual general meeting held on April 28, 2020, (ii) the exercise price of stock options and share appreciation rights (“SARs”) will be based on the closing price of the underlying common shares on the date such stock options or SARs are granted (rather than on the last preceding trading date), (iii) additional provisions clarifying that: (a) stock options and SARs will not be eligible for the payment of dividend or dividend equivalents and (b) the Talent and Compensation Committee of the Board of Directors of the Company cannot, without shareholder approval, seek to effect any repricing of any previously granted “underwater” stock option or SAR and (iv) other housekeeping and/or clerical changes. Approximately 17,067,000 common shares were available for future grants as of September 30, 2020. The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. The Company has a long-term incentive program with the objective of aligning 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: (i) awards that vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”) and (ii) awards that vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”). The following table summarizes the components and classification of share-based compensation expense related to stock options and RSUs for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Stock options $ 4 $ 5 $ 12 $ 17 RSUs 23 21 69 60 $ 27 $ 26 $ 81 $ 77 Research and development expenses $ 3 $ 2 $ 9 $ 7 Selling, general and administrative expenses 24 24 72 70 $ 27 $ 26 $ 81 $ 77 Share-based awards granted consist of: Nine Months Ended 2020 2019 Stock options Granted 2,269,000 1,725,000 Weighted-average exercise price $ 24.74 $ 23.16 Weighted-average grant date fair value $ 6.60 $ 8.46 Time-based RSUs Granted 3,084,000 2,895,000 Weighted-average grant date fair value $ 22.05 $ 23.93 TSR performance-based RSUs Granted 425,000 454,000 Weighted-average grant date fair value $ 26.13 $ 34.53 ROTC performance-based RSUs Granted 472,000 505,000 Weighted-average grant date fair value $ 27.05 $ 25.03 As of September 30, 2020, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $116 million, which will be amortized over a weighted-average period of 1.59 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2020 | |
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) September 30, December 31, Foreign currency translation adjustment $ (2,165) $ (2,046) Pension and postretirement benefit plan adjustments, net of income taxes (42) (40) $ (2,207) $ (2,086) 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. During the three and nine months ended September 30, 2020, amounts reclassified from Accumulated other comprehensive loss into the Company's operating results were not material. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended (in millions) 2020 2019 2020 2019 Product related research and development $ 95 $ 114 $ 309 $ 329 Quality assurance 8 9 24 28 $ 103 $ 123 $ 333 $ 357 |
OTHER EXPENSE, NET
OTHER EXPENSE, NET | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE, NET | OTHER EXPENSE, NET Other expense, net consists of: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Net gain on sale of assets $ — $ (1) $ (1) $ (10) Acquired in-process research and development costs 12 1 20 9 Acquisition-related costs — — — 8 Litigation and other matters 4 9 127 12 Other, net — 1 — (4) $ 16 $ 10 $ 146 $ 15 For the nine months ended September 30, 2020, Litigation and other matters includes adjustments related to the U.S. Securities Litigation, the SEC Investigation and the Canadian Securities Litigation and related opt-outs. Litigation and other matters also includes an insurance recovery related to a certain litigation matter. See Note 18, "LEGAL PROCEEDINGS" for further details regarding these and other litigation matters. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 was $133 million and included: (i) $105 million of net income tax benefit for discrete items, which includes: (a) $63 million in net tax benefits related to the release of a valuation allowance, (b) $36 million in tax benefits associated with law changes in the United States, (c) $10 million in tax benefits recognized for changes in uncertain tax positions, (d) a $7 million tax benefit related to a deduction for stock compensation and (e) $11 million of net tax expense associated with filing certain tax returns and (ii) $28 million of income tax benefit for the Company's ordinary loss for the nine months ended September 30, 2020. Benefit from income taxes for the nine months ended September 30, 2019 was $101 million and included: (i) $46 million of net income tax benefit for discrete items, which includes: (a) $32 million of tax benefit recognized upon a ruling from the Polish tax authorities confirming the deductibility of royalty payments by an affiliate, (b) $13 million of net tax benefits associated with filing certain tax returns and (c) $1 million of net tax charges related to other changes in uncertain tax positions and (ii) $55 million of income tax benefit for the Company's ordinary loss for the nine months ended September 30, 2019. 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 $2,756 million and $2,831 million as of September 30, 2020 and December 31, 2019, respectively. The decrease was primarily due to: (i) the change in the expected realizability of previously established losses in Germany, recorded discretely and (ii) income in Canada. The Company will continue to assess the need for a valuation allowance on a go-forward basis. On July 20, 2020, the U.S. Treasury Department and the Internal Revenue Service (the "IRS") released final regulations under the Global Intangible Low Taxed Income ("GILTI") and Subpart F income provisions of the Internal Revenue Code regarding the treatment of income that is subject to a high rate of foreign tax. The final regulations allow taxpayers to exclude certain high-taxed income of a controlled foreign corporation from their GILTI computation on an elective basis. The Company has evaluated the effects of these final regulations and has discretely recorded a $19 million tax benefit during the three months ended September 30, 2020. As of September 30, 2020 and December 31, 2019, the Company had $1,009 million and $1,002 million of unrecognized tax benefits, which included $51 million and $45 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of September 30, 2020, $363 million would reduce the Company’s effective tax rate, if recognized. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at September 30, 2020 could decrease by approximately $141 million in the next 12 months as a result of the resolution of certain tax audits and other events. The Company continues to be under examination by the Canada Revenue Agency. The Company’s position as of September 30, 2020 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 IRS completed its examinations of the Company’s U.S. consolidated federal income tax returns for the years 2013 and 2014. There were no material adjustments to the Company's taxable income as a result of these examinations. The 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year. Additionally, the IRS 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 2010 through 2011 and 2015 through 2017. The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2016. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's Consolidated Financial Statements. The Company’s subsidiaries in Australia are under audit by the Australian Tax Office for various years beginning in 2011 through 2015. 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2020 2019 2020 2019 Net income (loss) attributable to Bausch Health Companies Inc. $ 71 $ (49) $ (407) $ (272) Basic weighted-average common shares outstanding 355.6 352.4 354.7 351.9 Diluted effect of stock options and RSUs 2.2 — — — Diluted weighted-average common shares outstanding 357.8 352.4 354.7 351.9 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.20 $ (0.14) $ (1.15) $ (0.77) Diluted $ 0.20 $ (0.14) $ (1.15) $ (0.77) During the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been approximately 3,144,000 common shares for the nine months ended September 30, 2020, and approximately 4,453,000 and 4,589,000 common shares for the three and nine months September 30, 2019, respectively. During the three and nine months ended September 30, 2020, time-based RSUs, performance-based RSUs and stock options to purchase approximately 10,489,000 and 10,604,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. During the three and nine months ended September 30, 2019, time-based RSUs, performance-based RSUs and stock options to purchase approximately 5,363,000 and 5,363,000 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 in Note 21, “LEGAL PROCEEDINGS,” to the Company's Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC and the CSA on February 19, 2020. Except as described below, there have been no material updates or developments with respect to any such proceedings or actions during the nine months ended September 30, 2020. 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 September 30, 2020, the Company's Consolidated Balance Sheets includes accrued current loss contingencies of $1,462 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 As referenced above, during the three months ended September 30, 2020, there have been no material updates or developments with respect to certain other proceedings or actions as described under “Governmental and Regulatory Inquiries” in Note 21, “LEGAL PROCEEDINGS,” to the Company's Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 19, 2020. These matters include: Investigation by the U.S. Attorney's Office for the District of Massachusetts - re Arestin ® In August 2019, the Company received a subpoena from the U.S. Attorney's Office for the District of Massachusetts, requesting materials including documents concerning the sales, marketing, coverage and reimbursement of Arestin ® , including related support services, and other matters. 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. Securities and RICO Class Actions and Related Matters U.S. Securities Litigation - Opt-Out Litigation On December 16, 2019, the Company announced that it had agreed to settle, subject to final court approval, the consolidated securities class action filed in the U.S. District Court for the District of New Jersey (In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 15-cv-07658). 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. 15-cv-07658. On December 16, 2019, the Company, the current or former officers and directors, ValueAct, and the underwriters announced that they agreed to resolve the securities action for $1,210 million, subject to final court approval. Once approved by the court, the settlement will resolve and discharge all claims against the Company in the class action. As part of the settlement, the Company and the other settling defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. On January 27, 2020 the court preliminarily approved the settlement. A final settlement approval hearing was held on May 27, 2020 and the settlement remains subject to final court approval. In order to qualify for a settlement payment all persons and entities that purchased or otherwise acquired the Company securities during the class period must have submitted a proof of claim and release form by May 6, 2020. The settlement payment is being paid in accordance with the payment schedule outlined in the settlement agreement. The opt-out litigations discussed below remain ongoing. 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. 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. 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. On August 15, 2019, the Court denied the motion to dismiss the Timber Hill action, holding that this complaint was a legal nullity as a result of the June 11, 2018 consolidation order. In addition to the consolidated putative class action, thirty-seven 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 in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. In addition to the matters captioned Maverick Neutral Levered Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 20-cv-02190) (“Maverick”), Templeton v. Valeant Pharmaceuticals International, Inc. (Case No. 20-cv-05478) (“Templeton”), USAA Mutual Funds Trust, et al. v. Valeant Pharmaceuticals International, Inc., et al., (Case No. 20-cv-07462) (“USAA”), and GIC Private Ltd. v. Valeant Pharmaceuticals International, Inc., (Case No. 20-cv-07460) (“GIC”), these actions were captioned previously in the Company’s Annual Report on Form 10K for the year ended December 31, 2019, filed on February 19, 2020. Seven of the thirty-seven opt out actions have been dismissed; and the total number of remaining opt out actions pending in the District of New Jersey is thirty actions. These individual shareholder actions assert claims under Sections 10(b), and 20(a) of the Exchange Act. Certain of these individual actions assert additional claims, including claims under Section 18 of the Exchange Act, Sections 11, 12(a)(2), and 15 of the Securities Act, common law fraud, negligent misrepresentation, and claims under the New Jersey Racketeer Influenced and Corrupt Organizations Act. These claims are based on alleged purchases of Company stock, options, and/or debt at various times between January 3, 2013 and August 10, 2016. The allegations in the complaints are similar to those made by plaintiffs in the putative class action. Motions to dismiss have been filed and in most cases decided 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 September 10, 2019, the Court granted defendants’ motion to dismiss all claims in the Bahaa Aly v. Valeant Pharmaceuticals International, Inc. (“Aly”) (Case No. 18-cv-17393) opt-out action. On October 9, 2019, the Aly Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit. On June 19, 2020, the Court entered stipulations of voluntary dismissal in the Catalyst, Mississippi, Connecticut, and Delaware actions. On July 13, 2020, the Court entered a stipulation of voluntary dismissal in the NYCERS action. The Company disputes the claims against it in the remaining individual opt-out complaints 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. The Company is also aware of two additional putative class actions that were filed with the applicable court but which have not been served on the Company and the factual allegations made in these actions are substantially similar to those outlined above. 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. Each of these putative class actions, other than the Catucci action in the Quebec Superior Court, has been discontinued. 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. After a hearing on November 11, 2019, the court approved a settlement in the Catucci action between the class members and the Company’s auditors and the action was dismissed as against them. On August 4, 2020, the Company entered into a settlement agreement with the plaintiffs in Catucci, on behalf of the class, pursuant to which it agreed to resolve the Catucci action for the amount of CAD 94,000,000 plus payment of an additional amount to cover notice and settlement administration costs and disbursements. As part of the settlement, the Company and the other defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. The settlement agreement is subject to court approval. If court approval is granted, the Catucci action will be dismissed against the Company, its current and former directors and officers, its underwriters and its insurers. The hearing to approve the settlement is scheduled for November 16, 2020. 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 (“CalSTRS”) 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, CalSTRS 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. On February 3, 2020, the Quebec Superior Court granted the applications of CalSTRS and BlackRock for leave to pursue their respective actions asserting claims under the Quebec Securities Act. On June 16, 2020, the Quebec Court of Appeal granted the defendants leave to appeal that decision. On October 8 and 9, 2020, respectively, CalSTRS amended its proceedings to, among other things, include a new alleged misrepresentation concerning the accounting treatment of “price appreciation credits” in respect of Glumetza ® during the period covered by the claims. The Company has notified CalSTRS of its intention to oppose the amendments. The Company believes that it has viable defenses in each of these actions. In each case, the Company intends to defend itself vigorously. RICO Class Actions Between May 27, 2016 and September 16, 2016, three actions were filed in the U.S. District Court for the District of New Jersey against the Company and various third-parties (these actions were subsequently consolidated), 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. 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. A special master appointed by the Court has recommended that the Company’s motion to dismiss be denied, but a final decision is still pending with the Court. The Company believes these claims are without merit and intends to defend itself vigorously. Other Securities and RICO Class Actions and Related Matters As referenced above during the three months ended September 30, 2020, there have been no material updates or developments with respect to certain other proceedings or actions as described under “Securities and RICO Class Actions and Related Matters” in Note 21, “LEGAL PROCEEDINGS,” to the Company's Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 19, 2020. Such matters include: Derivative Lawsuits On September 10, 2019 and September 13, 2019, two alleged stockholders filed derivative lawsuits purportedly on behalf of the Company against former Company board members and executives. On March 7, 2020, a consolidated amended derivative complaint was filed, captioned In re Bausch Health Companies Inc. F/K/A/ Valeant Pharmaceuticals International, Inc. Stockholder Derivative Litigation (Case No. 19-cv-17833). Plaintiffs assert claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment 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. The consolidated complaint also asserts a claim for contribution and indemnification by the Defendants for any liability the Company ultimately faces as a result of the conduct alleged in the complaint. The claims alleged in these cases are based on the same purported conduct that is at issue in In re Valeant Pharmaceuticals International, Inc. Securities Litigation , all of which occurred prior to 2017. On April 21, 2020, the Defendants filed a motion to dismiss the consolidated amended complaint. Briefing on this motion concluded on August 3, 2020. The Company disputes these claims and 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: (i) 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 (ii) 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). Hound Partners Lawsuit In October 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 that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act. This matter is currently stayed pending the completion of discovery in one of the above-noted federal opt-out cases. The Company disputes the claims and intends to vigorously defend this matter. Antitrust Glumetza Antitrust Litigation Between August 2019 and July 2020, eight (8) putative antitrust class actions and four (4) non-class complaints naming the Company, Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., and Santarus, Inc. (for purposes of this subsection, collectively, the “Company”), among other defendants, were filed or transferred to the Northern District of California. Three (3) of the class actions were filed by plaintiffs seeking to represent a class of direct purchasers. The purported classes of direct purchasers filed a consolidated first amended complaint and a motion for class certification in April 2020. The court certified a direct purchaser class in August 2020. The putative class action complaints filed by end payer purchasers have all been voluntarily dismissed. Three (3) of the non-class complaints were filed by direct purchasers. The fourth non-class complaint, asserting claims based on both direct and indirect purchases, was filed by an insurer plaintiff in July 2020 and subsequently amended in September 2020. The Company’s motion to dismiss the insurer plaintiff’s amended complaint is pending. These actions, five (5) of which remain pending, have been consolidated and coordinated in In re Glumetza Antitrust Litigation , Case No. 3:19-cv-05822-WHA. The lawsuits allege that a 2012 settlement of a patent litigation regarding Glumetza ® delayed generic entry in exchange for an agreement not to launch an authorized generic of Glumetza ® or grant any other company a license to do so. The complaints allege that the settlement agreement resulted in higher prices for Glumetza ® and its generic equivalent both prior to and after generic entry. Both the class and non-class plaintiffs seek damages under federal antitrust laws for claims based on direct purchases. The insurer plaintiff also seeks damages and equitable relief under various state laws for claims based on indirect purchases. The Company disputes the claims against it and intends to vigorously defend these matters. Generic Pricing Antitrust Litigation 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”), are defendants in multidistrict antitrust litigation (“MDL”) 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 lawsuits seek damages under federal and state antitrust laws, state consumer protection and unjust enrichment laws and allege that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals. The initial lawsuit to which the Company was added as a defendant in June 2018 was filed by a putative class of direct purchaser plaintiffs. In December 2018, certain direct purchaser plaintiffs that had opted out of this putative class filed an amended complaint in the MDL that added the Company, alleging similar claims as the direct purchaser plaintiffs’ putative class action complaint. In February 2019, the Company filed a motion to dismiss the individual claims brought against it and that motion remains pending. In October 2019, an end payer plaintiff that had opted out of the putative end payer class filed a complaint against the Company in the Eastern District of Pennsylvania alleging similar claims. In December 2019, end payer opt-out complaints also were filed against the Company in the Eastern District of Pennsylvania and in the Northern District of California. In December 2019, separate putative class action complaints were filed against the Company in the Eastern District of Pennsylvania by end payer and indirect reseller plaintiffs. In February 2020, a putative class action complaint was filed against the Company in the Eastern District of Pennsylvania by direct purchaser plaintiffs. In June 2020, an opt-out complaint raising both direct purchaser and end payer claims was filed against the Company in the Eastern District of Pennsylvania. Also in June 2020, State Attorneys General filed a Complaint against the Company in the District of Connecticut. In July 2020, a direct purchaser opt-out complaint was filed against the Company in the Eastern District of Pennsylvania. In August 2020, a complaint was filed against the Company by Suffolk County, New York in the Eastern District of New York. In September 2020, a direct purchaser opt-out complaint was filed against the Company in the Eastern District of Pennsylvania. The cases have been or will be consolidated into the MDL. There are also additional, separate complaints by other plaintiffs which have been consolidated in the same MDL that do not name the Company or any of its subsidiaries as a defendant. In July 2019, 87 health plans commenced an action in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, but no complaint has been filed and the case has been put in deferred status. In May 2020, seven health plans commenced an additional action in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, but no complaint has been filed. The Company disputes the claims against it and continues to defend itself vigorously. 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 ® , Uceris ® , Xifaxan ® 550mg, Plenvu ® , Bryhali ® , Duobrii ® and Jublia ® in the United States and Jublia ® in Canada, or other similar suits. On July 23, 2020, the Company received a Notice of Paragraph IV Certification from Perrigo Israel Pharmaceuticals, Ltd. (“Perrigo”), in which Perrigo asserted that certain U.S. patents, each of which is listed in the U.S. Food and Drug Administration's (the "FDA") Orange Book for Duobrii ® (halobetasol propionate and tazarotine) lotion, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Perrigo’s generic lotion, for which an Abbreviated New Drug Application (“ANDA”) has been filed by Perrigo. On August 28, 2020, the Company filed suit against Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more claims of the Duobrii ® Patents, thereby triggering a 30-month stay of the approval of the Perrigo ANDA. On September 3, 2020, this action was consolidated with the action between the Company and Perrigo described below, regarding Perrigo’s ANDA for generic Bryhali ® (halobetasol propionate) lotion. The Company remains confident in the strength of the Duobrii ® related patents and will vigorously defend its intellectual property. On March 20, 2020, the Company received a Notice of Paragraph IV Certification from Perrigo, in which Perrigo asserted that certain U.S. patents, each of which is listed in the FDA’s Orange Book for Bryhali ® (halobetasol propionate) lotion, 0.01% are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Perrigo’s generic halobetasol propionate lotion, for which an ANDA has been filed by Perrigo. On May 1, 2020, the Company filed suit against Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more claims of the Bryhali ® Patents, thereby triggering a 30-month stay of the approval of the Perrigo ANDA for halobetasol propionate lotion. On September 3, 2020, this action was consolidated with the action between the Company and Perrigo described above, regarding Perrigo’s ANDA for generic Duobrii ® (halobetasol propionate and tazarotine) lotion. The Company remains confident in the strength of the Bryhali ® Patents and intends to vigorously pursue this matter and defend its intellectual property. On February 17, 2020, the Company and Alfasigma S.p.A. ("Alfasigma") received a Notice of Paragraph IV Certification from Norwich Pharmaceuticals Inc. (“Norwich”), in which Norwich asserted that the U.S. patents listed in the FDA's Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which an ANDA has been filed by Norwich. The Company, through its subsidiaries Salix Pharmaceuticals, Inc. and Bausch Health Ireland Limited, holds the New Drug Application for Xifaxan ® and owns or exclusively licenses (from Alfasigma) these patents. On March 26, 2020, certain of the Company’s subsidiaries and Alfasigma filed suit against Norwich in the U.S. District Court for the District of Delaware (Case No. 20-cv-00430) pursuant to the Hatch-Waxman Act, alleging infringement by Norwich of one or more claims of the Xifaxan ® Patents, thereby triggering a 30-month stay of the approval of Norwich’s ANDA for rifaximin tablets, 550 mg. Xifaxan ® is protected by 23 patents covering the composition of matter and the use of Xifaxan ® listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, or the Orange Book. The Company remains confident in the strength of the Xifaxan ® patents and will continue to vigorously pursue this matter and defend its intellectual property. In April 2019, the Company and Alfasigma commenced litigation against Sun Pharmaceutical Industries Ltd. (“Sun”), alleging patent infringement by Sun’s filing of its ANDA for Xifaxan ® (rifaximin) 200 mg tablets. This suit had been filed following receipt of a Notice of Paragraph IV Certification from Sun, in which Sun had asserted that the U.S. patents listed in the FDA's Orange Book for the Company’s Xifaxan ® tablets, 200 mg, were either invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of Sun’s generic rifaximin tablets, 200 mg. Subsequently, on August 10, 2020, the Company received an additional Notice of Paragraph IV Certification from Sun, in which Sun asserted that the U.S. patents listed in the FDA's Orange Book for the Company’s Xifaxan ® tablets, 550 mg, were either invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of Sun’s generic rifaximin tablets, 550 mg, for which an ANDA had been filed by Sun. On September 22, 2020, the Company announced that an agreement had been reached with Sun that resolved the outstanding intellectual property disputes with Sun regarding Xifaxan ® (rifaximin) 200 mg and 550 mg tablets. Under the terms of the agreement, the parties agreed to dismiss all litigation related to Xifaxan ® (rifaximin) and all intellectual property protecting Xifaxan ® (rifaximin) 200 mg and 550 mg tablets will remain intact and enforceable until expiry in July and October 2029, respectively. The agreement also grants Sun a non-exclusive license to the intellectual property relating to Xifaxan ® (rifaximin) 200 mg and 550 mg tablets in the United States beginning January 1, 2028 (or earlier under certain circumstances). Under the terms of the agreement, beginning January 1, 2028 (or earlier under certain circumstances), Sun will have the right to market royalty-free generic versions of Xifaxan ® (rifaximin) 200 mg and 550 mg tablets, should it receive approval from the FDA on its ANDAs. Sun will be able to commence such marketing earlier if another generic rifaximin product is granted approval and such other generic rifaximin product begins to be sold or distributed in the United States before January 1, 2028. 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 ("PTAB"), 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. On March 13, 2020, the Court of Appeals for the Federal Circuit reversed this decision and remanded the matter back to the PTAB for further proceedings. Jublia |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments The Company’s Chief Executive Officer ("CEO"), who is the Company’s Chief Operating Decision Maker, manages the business through operating and reportable segments consistent with how the Company’s CEO: (i) assesses operating performance on a regular basis, (ii) makes resource allocation decisions and (iii) designates responsibilities of his direct reports. The Company operates in the following reportable segments: (i) Bausch + Lomb/International segment, (ii) Salix segment, (iii) Ortho Dermatologics segment and (iv) Diversified Products segment. The following is a brief description of the Company’s segments: • The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products, branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products. • The Salix segment consists of sales in the U.S. of 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. Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, Asset impairments, Acquired in-process research and development costs, Restructuring, integration and separation costs, Acquisition-related contingent consideration costs and Other expense (income), net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of 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. In connection with the planned separation of its eye-health business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc., the Company has begun addressing the internal organizational design and structure of the new entity, which it anticipates having substantially complete in late 2021. As of the date of the issuance of these financial statements, these matters are in the planning phase. In connection with the Separation, the Company expects to realign and begin managing its operations in a manner consistent with the organizational structure of the two separate entities as proposed by the Separation during the first quarter of 2021. Accordingly, the Company expects to begin reporting its segment results to reflect the proposed realignment of its operating segments on a retrospective basis beginning with its first quarter of 2021. Segment Revenues and Profits Segment revenues and profits were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 Revenues: Bausch + Lomb/International $ 1,169 $ 1,175 $ 3,166 $ 3,501 Salix 496 551 1,377 1,505 Ortho Dermatologics 144 147 393 407 Diversified Products 329 336 878 964 $ 2,138 $ 2,209 $ 5,814 $ 6,377 Segment profits: Bausch + Lomb/International $ 336 $ 333 $ 830 $ 989 Salix 360 375 968 995 Ortho Dermatologics 70 58 156 156 Diversified Products 248 246 634 714 1,014 1,012 2,588 2,854 Corporate (141) (158) (442) (435) Amortization of intangible assets (391) (475) (1,263) (1,452) Asset impairments (2) (33) (17) (49) Restructuring, integration and separation costs (2) (4) (13) (28) Acquisition-related contingent consideration (2) (3) (26) (2) Other expense, net (16) (10) (146) (15) Operating income 460 329 681 873 Interest income 2 2 11 9 Interest expense (374) (406) (1,155) (1,221) Loss on extinguishment of debt — — (51) (40) Foreign exchange and other (13) 9 (26) 12 Income (loss) before (provision for) benefit from income taxes $ 75 $ (66) $ (540) $ (367) Revenues by Segment and Product Category Revenues by segment and product category were as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 200 $ 494 $ 65 $ 217 $ 976 $ 217 $ 551 $ 97 $ 207 $ 1,072 Devices 360 — 72 — 432 375 — 46 — 421 OTC 374 — — — 374 371 — — — 371 Branded and Other Generics 219 — — 110 329 197 — — 119 316 Other revenues 16 2 7 2 27 15 — 4 10 29 $ 1,169 $ 496 $ 144 $ 329 $ 2,138 $ 1,175 $ 551 $ 147 $ 336 $ 2,209 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 552 $ 1,374 $ 213 $ 557 $ 2,696 $ 670 $ 1,505 $ 265 $ 617 $ 3,057 Devices 921 — 165 — 1,086 1,127 — 130 — 1,257 OTC 1,043 — — — 1,043 1,063 — — — 1,063 Branded and Other Generics 597 — — 312 909 582 — — 332 914 Other revenues 53 3 15 9 80 59 — 12 15 86 $ 3,166 $ 1,377 $ 393 $ 878 $ 5,814 $ 3,501 $ 1,505 $ 407 $ 964 $ 6,377 The top ten products for the nine months ended September 30, 2020 and 2019 represented 41% and 38% of total revenues for the nine months ended September 30, 2020 and 2019, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 U.S. and Puerto Rico $ 1,301 $ 1,369 $ 3,522 $ 3,851 China 94 85 231 275 Canada 87 85 244 252 Mexico 68 58 157 164 Egypt 59 55 175 157 Poland 57 53 168 168 Japan 57 67 159 181 France 42 45 131 156 Germany 32 33 108 119 Russia 32 47 89 124 Spain 21 18 53 62 United Kingdom 21 28 58 86 Other 267 266 719 782 $ 2,138 $ 2,209 $ 5,814 $ 6,377 Major Customers Customers that accounted for 10% or more of total revenues were as follows: Nine Months Ended September 30, 2020 2019 AmerisourceBergen Corporation 17% 17% McKesson Corporation (including McKesson Specialty) 17% 17% Cardinal Health, Inc. 13% 14% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators on February 19, 2020. 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, 2019, 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 statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. |
Use of Estimates | Use of Estimates In preparing the unaudited Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that the COVID-19 pandemic will have on its operations and cash flows. The estimates and assumptions used by the Company 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 and the differences could be material. 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 September 30, 2020 | Adoption of New Accounting Guidance In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on the impairment of financial instruments requiring an impairment model based on expected losses In August 2018, the FASB issued guidance modifying the disclosure requirements for fair value measurement. The guidance was effective for the Company beginning January 1, 2020. The application of this guidance did not have a material effect on the Company's disclosures. In March 2020, the FASB issued guidance providing optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform. Optional expedients are provided for contract modification accounting within the areas of receivables, debt, leases, derivatives and hedging. The optional amendments are effective for all entities as of March 12, 2020, through December 31, 2022. During the nine months ended September 30, 2020, the Company has not entered into any contract modifications in which the optional expedients were applied. However, if prior to December 31, 2022 the Company enters into a contract modification in which the optional expedients are applied, the Company will evaluate the impact of adoption of this guidance on its financial position, results of operations and cash flows. Recently Issued Accounting Standards, Not Adopted as of September 30, 2020 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, principally 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 19, "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) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019. Nine Months Ended September 30, 2020 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2020 $ 182 $ 691 $ 927 $ 168 $ 82 $ 2,050 Current period provisions 457 71 1,587 1,433 149 3,697 Payments and credits (454) (185) (1,605) (1,451) (150) (3,845) Reserve balances, September 30, 2020 $ 185 $ 577 $ 909 $ 150 $ 81 $ 1,902 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $33 million and $29 million as of September 30, 2020 and January 1, 2020, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. Included as a reduction of Distribution Fees in the table above are price appreciation credits of approximately $4 million during the nine months ended September 30, 2020. Nine Months Ended September 30, 2019 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2019 $ 175 $ 813 $ 1,024 $ 209 $ 163 $ 2,384 Acquisition of Synergy — 3 12 — 1 16 Current period provisions 585 50 1,650 1,425 150 3,860 Payments and credits (583) (187) (1,673) (1,480) (181) (4,104) Reserve balances, September 30, 2019 $ 177 $ 679 $ 1,013 $ 154 $ 133 $ 2,156 |
Summary of activity in allowance for credit losses | The activity in the allowance for credit losses for trade receivables for the nine months ended September 30, 2020 is as follows. (in millions) Balance, December 31, 2019 $ 48 Retrospective effect of application of new accounting standard 1 Provision 7 Write-offs (3) Recoveries 1 Foreign exchange and other (1) Balance, September 30, 2020 $ 53 |
ACQUISITION, LICENSING AGREEM_2
ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Fair values of assets acquired and liabilities assumed | The following table summarizes the 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 AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: September 30, 2020 December 31, 2019 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 423 $ 393 $ 30 $ — $ 2,696 $ 2,646 $ 50 $ — Restricted cash $ 1,011 $ 1,011 $ — $ — $ 1 $ 1 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ 312 $ — $ — $ 312 $ 316 $ — $ — $ 316 Cross-currency swaps $ 18 $ — $ 18 $ — $ 13 $ — $ 13 $ — Foreign currency exchange contracts $ 2 $ — $ 2 $ — $ — $ — $ — $ — |
Schedule of effect of hedging instruments on financial statements | The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 (Loss) Gain recognized in Other comprehensive income (loss) $ (54) $ 5 $ 1 $ 5 Gain excluded from assessment of hedge effectiveness $ 6 $ 3 $ 17 $ 3 Location of gain of excluded component Interest Expense Interest Expense |
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 nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, (in millions) 2020 2019 Balance, beginning of period $ 316 $ 339 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 17 $ 16 Fair value adjustments due to changes in estimates of other future payments 9 (14) Acquisition-related contingent consideration 26 2 Payments (30) (28) Balance, end of period 312 313 Current portion included in Accrued and other current liabilities 37 46 Non-current portion $ 275 $ 267 |
Schedule of assets and liabilities measured at fair value on a non-recurring basis | The following table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a non-recurring basis: September 30, 2020 December 31, 2019 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Other non-current assets: Non-current assets held for sale $ — $ — $ — $ — $ 39 $ — $ — $ 39 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | Inventories, net of allowances for obsolescence consist of: (in millions) September 30, December 31, Raw materials $ 339 $ 319 Work in process 159 149 Finished goods 726 639 $ 1,224 $ 1,107 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: September 30, 2020 December 31, 2019 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 21,057 $ (14,673) $ 6,384 $ 21,011 $ (13,544) $ 7,467 Corporate brands 921 (388) 533 930 (338) 592 Product rights/patents 3,295 (3,013) 282 3,297 (2,887) 410 Partner relationships 164 (163) 1 166 (165) 1 Technology and other 207 (195) 12 209 (189) 20 Total finite-lived intangible assets 25,644 (18,432) 7,212 25,613 (17,123) 8,490 Acquired IPR&D not in service 13 — 13 13 — 13 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,355 $ (18,432) $ 8,923 $ 27,324 $ (17,123) $ 10,201 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: September 30, 2020 December 31, 2019 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 21,057 $ (14,673) $ 6,384 $ 21,011 $ (13,544) $ 7,467 Corporate brands 921 (388) 533 930 (338) 592 Product rights/patents 3,295 (3,013) 282 3,297 (2,887) 410 Partner relationships 164 (163) 1 166 (165) 1 Technology and other 207 (195) 12 209 (189) 20 Total finite-lived intangible assets 25,644 (18,432) 7,212 25,613 (17,123) 8,490 Acquired IPR&D not in service 13 — 13 13 — 13 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,355 $ (18,432) $ 8,923 $ 27,324 $ (17,123) $ 10,201 |
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 2020 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2020 2021 2022 2023 2024 2025 Thereafter Total Amortization $ 380 $ 1,410 $ 1,227 $ 1,055 $ 925 $ 821 $ 1,394 $ 7,212 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the nine months ended September 30, 2020 and the year ended December 31, 2019 were as follows: (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Balance, January 1, 2019 $ 5,805 $ 3,156 $ 1,267 $ 2,914 $ 13,142 Acquisition of certain assets of Synergy — 3 — — 3 Goodwill reclassified to assets held for sale (Note 4) (18) — — — (18) Foreign exchange and other (1) — — — (1) Balance, December 31, 2019 5,786 3,159 1,267 2,914 13,126 Assets held for sale reclassified to goodwill (Note 4) 18 — — — 18 Foreign exchange and other 16 — — — 16 Balance, September 30, 2020 $ 5,820 $ 3,159 $ 1,267 $ 2,914 $ 13,160 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) September 30, December 31, Legal matters and related fees $ 1,462 $ 1,397 Product rebates 876 898 Product returns 577 691 Interest 375 305 Employee compensation and benefit costs 300 304 Income taxes payable 149 196 Other 614 720 $ 4,353 $ 4,511 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 December 31, 2019 (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 $ — $ — $ — $ — June 2025 Term Loan B Facility June 2025 3,498 3,414 3,869 3,768 November 2025 Term Loan B Facility November 2025 1,200 1,185 1,275 1,257 Senior Secured Notes: 6.50% Secured Notes March 2022 — — 1,250 1,242 7.00% Secured Notes March 2024 2,000 1,986 2,000 1,983 5.50% Secured Notes November 2025 1,750 1,735 1,750 1,733 5.75% Secured Notes August 2027 500 494 500 493 Senior Unsecured Notes: 5.50% March 2023 284 283 402 400 5.875% May 2023 99 99 1,448 1,441 4.50% euro-denominated debt May 2023 1,758 1,752 1,682 1,674 6.125% April 2025 3,250 3,233 3,250 3,230 9.00% December 2025 1,500 1,477 1,500 1,473 9.25% April 2026 1,500 1,486 1,500 1,484 8.50% January 2027 1,750 1,755 1,750 1,756 7.00% January 2028 750 741 750 741 5.00% January 2028 1,250 1,235 1,250 1,234 6.25% February 2029 1,500 1,480 — — 7.25% May 2029 750 741 750 740 5.25% January 2030 1,250 1,235 1,250 1,234 Other Various 12 12 12 12 Total long-term debt and other $ 24,601 24,343 $ 26,188 25,895 Less: Current portion of long-term debt and other — 1,234 Non-current portion of long-term debt $ 24,343 $ 24,661 |
Schedule of long-term debt maturities | Maturities and mandatory payments of debt obligations for the remainder of 2020, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2020 $ — 2021 — 2022 — 2023 2,404 2024 2,303 2025 10,632 Thereafter 9,262 Total debt obligations 24,601 Unamortized premiums, discounts and issuance costs (258) Total long-term debt and other $ 24,343 |
PENSION AND POSTRETIREMENT EM_2
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2020 2019 2020 2019 2020 2019 Service cost $ 1 $ 1 $ 2 $ 2 $ — $ — Interest cost 4 6 3 4 1 1 Expected return on plan assets (10) (10) (4) (4) — — Amortization of prior service credit and other — — — (1) (2) (2) Amortization of net loss — — 1 1 — — Net periodic (benefit) cost $ (5) $ (3) $ 2 $ 2 $ (1) $ (1) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Stock options $ 4 $ 5 $ 12 $ 17 RSUs 23 21 69 60 $ 27 $ 26 $ 81 $ 77 Research and development expenses $ 3 $ 2 $ 9 $ 7 Selling, general and administrative expenses 24 24 72 70 $ 27 $ 26 $ 81 $ 77 |
Summary of share-based awards | Share-based awards granted consist of: Nine Months Ended 2020 2019 Stock options Granted 2,269,000 1,725,000 Weighted-average exercise price $ 24.74 $ 23.16 Weighted-average grant date fair value $ 6.60 $ 8.46 Time-based RSUs Granted 3,084,000 2,895,000 Weighted-average grant date fair value $ 22.05 $ 23.93 TSR performance-based RSUs Granted 425,000 454,000 Weighted-average grant date fair value $ 26.13 $ 34.53 ROTC performance-based RSUs Granted 472,000 505,000 Weighted-average grant date fair value $ 27.05 $ 25.03 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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) September 30, December 31, Foreign currency translation adjustment $ (2,165) $ (2,046) Pension and postretirement benefit plan adjustments, net of income taxes (42) (40) $ (2,207) $ (2,086) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Product related research and development $ 95 $ 114 $ 309 $ 329 Quality assurance 8 9 24 28 $ 103 $ 123 $ 333 $ 357 |
OTHER EXPENSE, NET (Tables)
OTHER EXPENSE, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense, net | Other expense, net consists of: Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 Net gain on sale of assets $ — $ (1) $ (1) $ (10) Acquired in-process research and development costs 12 1 20 9 Acquisition-related costs — — — 8 Litigation and other matters 4 9 127 12 Other, net — 1 — (4) $ 16 $ 10 $ 146 $ 15 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings (loss) per share | Earnings (loss) per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2020 2019 2020 2019 Net income (loss) attributable to Bausch Health Companies Inc. $ 71 $ (49) $ (407) $ (272) Basic weighted-average common shares outstanding 355.6 352.4 354.7 351.9 Diluted effect of stock options and RSUs 2.2 — — — Diluted weighted-average common shares outstanding 357.8 352.4 354.7 351.9 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.20 $ (0.14) $ (1.15) $ (0.77) Diluted $ 0.20 $ (0.14) $ (1.15) $ (0.77) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 Revenues: Bausch + Lomb/International $ 1,169 $ 1,175 $ 3,166 $ 3,501 Salix 496 551 1,377 1,505 Ortho Dermatologics 144 147 393 407 Diversified Products 329 336 878 964 $ 2,138 $ 2,209 $ 5,814 $ 6,377 Segment profits: Bausch + Lomb/International $ 336 $ 333 $ 830 $ 989 Salix 360 375 968 995 Ortho Dermatologics 70 58 156 156 Diversified Products 248 246 634 714 1,014 1,012 2,588 2,854 Corporate (141) (158) (442) (435) Amortization of intangible assets (391) (475) (1,263) (1,452) Asset impairments (2) (33) (17) (49) Restructuring, integration and separation costs (2) (4) (13) (28) Acquisition-related contingent consideration (2) (3) (26) (2) Other expense, net (16) (10) (146) (15) Operating income 460 329 681 873 Interest income 2 2 11 9 Interest expense (374) (406) (1,155) (1,221) Loss on extinguishment of debt — — (51) (40) Foreign exchange and other (13) 9 (26) 12 Income (loss) before (provision for) benefit from income taxes $ 75 $ (66) $ (540) $ (367) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 200 $ 494 $ 65 $ 217 $ 976 $ 217 $ 551 $ 97 $ 207 $ 1,072 Devices 360 — 72 — 432 375 — 46 — 421 OTC 374 — — — 374 371 — — — 371 Branded and Other Generics 219 — — 110 329 197 — — 119 316 Other revenues 16 2 7 2 27 15 — 4 10 29 $ 1,169 $ 496 $ 144 $ 329 $ 2,138 $ 1,175 $ 551 $ 147 $ 336 $ 2,209 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (in millions) Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Bausch + Lomb/ International Salix Ortho Dermatologics Diversified Products Total Pharmaceuticals $ 552 $ 1,374 $ 213 $ 557 $ 2,696 $ 670 $ 1,505 $ 265 $ 617 $ 3,057 Devices 921 — 165 — 1,086 1,127 — 130 — 1,257 OTC 1,043 — — — 1,043 1,063 — — — 1,063 Branded and Other Generics 597 — — 312 909 582 — — 332 914 Other revenues 53 3 15 9 80 59 — 12 15 86 $ 3,166 $ 1,377 $ 393 $ 878 $ 5,814 $ 3,501 $ 1,505 $ 407 $ 964 $ 6,377 |
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 September 30, Nine Months Ended September 30, (in millions) 2020 2019 2020 2019 U.S. and Puerto Rico $ 1,301 $ 1,369 $ 3,522 $ 3,851 China 94 85 231 275 Canada 87 85 244 252 Mexico 68 58 157 164 Egypt 59 55 175 157 Poland 57 53 168 168 Japan 57 67 159 181 France 42 45 131 156 Germany 32 33 108 119 Russia 32 47 89 124 Spain 21 18 53 62 United Kingdom 21 28 58 86 Other 267 266 719 782 $ 2,138 $ 2,209 $ 5,814 $ 6,377 |
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: Nine Months Ended September 30, 2020 2019 AmerisourceBergen Corporation 17% 17% McKesson Corporation (including McKesson Specialty) 17% 17% Cardinal Health, Inc. 13% 14% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Sep. 30, 2020country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates | 100 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jan. 01, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | |||||
Cumulative-effect adjustment to accumulated deficit | $ 655 | $ 1,136 | $ 546 | $ 2,560 | $ 2,688 | $ 2,815 | |
Cumulative Effect, Period of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative-effect adjustment to accumulated deficit | (1) | ||||||
Accumulated Deficit | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative-effect adjustment to accumulated deficit | $ (7,860) | (7,452) | $ (7,931) | $ (5,936) | $ (5,887) | $ (5,664) | |
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cumulative-effect adjustment to accumulated deficit | $ (1) | $ 1 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||
Sales return provisions | $ 3,697,000,000 | $ 3,860,000,000 | ||||||
Cooperative advertising credits included in rebates | $ 1,902,000,000 | $ 2,156,000,000 | 1,902,000,000 | 2,156,000,000 | $ 2,050,000,000 | $ 2,384,000,000 | ||
Price appreciation credits | 2,138,000,000 | 2,209,000,000 | 5,814,000,000 | 6,377,000,000 | ||||
Price Appreciation Credit | ||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||
Price appreciation credits | 4,000,000 | 0 | ||||||
Returns | ||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||
Sales return provisions | 71,000,000 | 50,000,000 | ||||||
Reduction in variable consideration provision, adjustment | 38,000,000 | 80,000,000 | ||||||
Cooperative advertising credits included in rebates | 577,000,000 | 679,000,000 | 577,000,000 | 679,000,000 | $ 691,000,000 | $ 813,000,000 | ||
Rebates, Advertising Credits Portion | ||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||
Cooperative advertising credits included in rebates | $ 33,000,000 | $ 26,000,000 | $ 33,000,000 | $ 26,000,000 | $ 29,000,000 | $ 26,000,000 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 2,050 | $ 2,384 |
Acquisition of Synergy | 16 | |
Current period provisions | 3,697 | 3,860 |
Payments and credits | (3,845) | (4,104) |
Reserve ending balance | 1,902 | 2,156 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 182 | 175 |
Acquisition of Synergy | 0 | |
Current period provisions | 457 | 585 |
Payments and credits | (454) | (583) |
Reserve ending balance | 185 | 177 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 691 | 813 |
Acquisition of Synergy | 3 | |
Current period provisions | 71 | 50 |
Payments and credits | (185) | (187) |
Reserve ending balance | 577 | 679 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 927 | 1,024 |
Acquisition of Synergy | 12 | |
Current period provisions | 1,587 | 1,650 |
Payments and credits | (1,605) | (1,673) |
Reserve ending balance | 909 | 1,013 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 168 | 209 |
Acquisition of Synergy | 0 | |
Current period provisions | 1,433 | 1,425 |
Payments and credits | (1,451) | (1,480) |
Reserve ending balance | 150 | 154 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 82 | 163 |
Acquisition of Synergy | 1 | |
Current period provisions | 149 | 150 |
Payments and credits | (150) | (181) |
Reserve ending balance | $ 81 | $ 133 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 48 |
Retrospective effect of application of new accounting standard | 1 |
Provision | 7 |
Write-offs | (3) |
Recoveries | 1 |
Foreign exchange and other | (1) |
Ending balance | $ 53 |
ACQUISITION, LICENSING AGREEM_3
ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE - Narrative (Details) | Sep. 21, 2020USD ($) | Mar. 06, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)product | Dec. 31, 2019USD ($)product | Dec. 31, 2018USD ($) | Mar. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Other expense, net | $ 16,000,000 | $ 10,000,000 | $ 146,000,000 | $ 15,000,000 | ||||||
Assets reclassified, held and used | 31,562,000,000 | $ 31,562,000,000 | $ 33,863,000,000 | $ 33,863,000,000 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Certain Products For Disposal, September 2019 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue associated with products for disposal | $ 14,000,000 | $ 19,000,000 | ||||||||
Impairment of long-lived assets classified as held for sale | $ 8,000,000 | 8,000,000 | ||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Certain Products For Disposal, September 2019 | Restatement Adjustment | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Assets reclassified, held for sale | $ 39,000,000 | |||||||||
Assets reclassified, held and used | $ 39,000,000 | |||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Certain Products For Disposal, September 2019 | Diversified Products | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of products for disposal | product | 1 | 1 | ||||||||
Allegro | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other expense, net | $ 10,000,000 | |||||||||
Potential asset acquisition, aggregate purchase price | $ 50,000,000 | |||||||||
Potential asset acquisition, upfront payment included in aggregate purchase price | 10,000,000 | |||||||||
Potential asset acquisition, additional funding payment included in aggregate purchase price | $ 40,000,000 | |||||||||
Synergy Pharmaceuticals Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash payments to acquire certain assets and assumed liabilities | $ 180,000,000 | |||||||||
Revenue of acquiree | $ 55,000,000 | |||||||||
Operating results of acquiree | $ 0 | |||||||||
Pro forma revenue | 0 | $ 0 | ||||||||
Pro forma operating results | 0 | $ 0 | ||||||||
Other expense, net | $ 8,000,000 |
ACQUISITION, LICENSING AGREEM_4
ACQUISITION, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE - Estimated Fair Value Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 06, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 13,160 | $ 13,126 | $ 13,142 | |
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, estimated useful life | 7 years |
RESTRUCTURING, INTEGRATION AN_2
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cost-rationalization and integration initiatives | ||||
Restructuring, integration and separation costs | $ 2 | $ 4 | $ 13 | $ 28 |
Selling, general and administrative | 572 | $ 648 | 1,731 | 1,886 |
Restructuring and Integration Costs | ||||
Cost-rationalization and integration initiatives | ||||
Liabilities associated with restructuring, integration and separation costs | 25 | 25 | ||
Costs incurred | 12 | 28 | ||
Facility closure costs | 7 | 9 | ||
Severance costs | 5 | 11 | ||
Restructuring payments | 14 | 27 | ||
Other severance costs | $ 8 | |||
Separation Costs | ||||
Cost-rationalization and integration initiatives | ||||
Restructuring, integration and separation costs | 1 | 1 | ||
Selling, general and administrative | $ 4 | $ 4 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Dec. 16, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities: | |||
Highly liquid investments, maturity period (or less) | 3 months | ||
US Securities Litigation | Settled Litigation | NEW JERSEY | |||
Liabilities: | |||
Settlement, escrow fund included in restricted cash | $ 1,210 | $ 1,010 | |
Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Liabilities: | |||
Derivative Liabilities | 1 | ||
Recurring basis | |||
Assets: | |||
Cash equivalents | 423 | $ 2,696 | |
Restricted cash | 1,011 | 1 | |
Liabilities: | |||
Acquisition-related contingent consideration | 312 | 316 | |
Recurring basis | Cross-currency swaps | Net Investment Hedging | Designated as Hedging Instrument | |||
Liabilities: | |||
Derivative Liabilities | 18 | 13 | |
Recurring basis | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Derivative Assets | 1 | 0 | |
Liabilities: | |||
Derivative Liabilities | 2 | 0 | |
Recurring basis | Level 1 | |||
Assets: | |||
Cash equivalents | 393 | 2,646 | |
Restricted cash | 1,011 | 1 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Level 1 | Cross-currency swaps | Net Investment Hedging | Designated as Hedging Instrument | |||
Liabilities: | |||
Derivative Liabilities | 0 | 0 | |
Recurring basis | Level 1 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Derivative Assets | 0 | 0 | |
Liabilities: | |||
Derivative Liabilities | 0 | 0 | |
Recurring basis | Level 2 | |||
Assets: | |||
Cash equivalents | 30 | 50 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Level 2 | Cross-currency swaps | Net Investment Hedging | Designated as Hedging Instrument | |||
Liabilities: | |||
Derivative Liabilities | 18 | 13 | |
Recurring basis | Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Derivative Assets | 1 | 0 | |
Liabilities: | |||
Derivative Liabilities | 2 | 0 | |
Recurring basis | Level 3 | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 312 | 316 | |
Recurring basis | Level 3 | Cross-currency swaps | Net Investment Hedging | Designated as Hedging Instrument | |||
Liabilities: | |||
Derivative Liabilities | 0 | 0 | |
Recurring basis | Level 3 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Derivative Assets | 0 | 0 | |
Liabilities: | |||
Derivative Liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payments or receipts in settlement of cross-currency swaps | $ 23,000,000 | |
Net Investment Hedging | Cross-currency swaps | Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate notional amounts | $ 1,250,000,000 | |
Derivative asset, fair value | 18,000,000 | 13,000,000 |
Net Investment Hedging | Cross-currency swaps | Designated as Hedging Instrument | Other Noncurrent Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, fair value | 21,000,000 | 22,000,000 |
Net Investment Hedging | Cross-currency swaps | Designated as Hedging Instrument | Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, fair value | $ 3,000,000 | $ 9,000,000 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Effect of Hedging Instruments on Financial Instruments (Details) - Net Investment Hedging - Cross-currency swaps - Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) Gain recognized in Other comprehensive income (loss) | $ (54) | $ 5 | $ 1 | $ 5 |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain excluded from assessment of hedge effectiveness | $ 6 | $ 3 | $ 17 | $ 3 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Currency Exchange Contracts, Narrative (Details) - Foreign currency exchange contracts | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss related to settlements during period | $ 1,000,000 | |
Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate notional amounts | $ 187,000,000 | 187,000,000 |
Fair value, derivative liability | 1,000,000 | 1,000,000 |
Fair value, derivative, included in other current liabilities | 2,000,000 | 2,000,000 |
Fair value, derivative, included in prepaid expenses and other current assets | 1,000,000 | 1,000,000 |
Net change in fair value, loss | $ 0 | $ 1,000,000 |
FAIR VALUE MEASUREMENTS AND F_7
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Narrative (Details) - Recurring basis - Level 3 | Sep. 30, 2020 |
Measurement Input, Discount Rate | Minimum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.05 |
Measurement Input, Discount Rate | Maximum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.25 |
Measurement Input, Weighted-Average Discount Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.08 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Reconciliation of Contingent Consideration Obligations (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance, beginning of period | $ 316 | $ 339 |
Acquisition-related contingent consideration | 26 | 2 |
Payments | (30) | (28) |
Balance, end of period | 312 | 313 |
Current portion included in Accrued and other current liabilities | 37 | 46 |
Non-current portion | 275 | 267 |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | 17 | 16 |
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 | $ 9 | $ (14) |
FAIR VALUE MEASUREMENTS AND F_9
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on a Non-Recurring Basis (Details) - Fair Value, Nonrecurring - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other non-current assets: | ||
Non-current assets held for sale | $ 0 | $ 39 |
Level 1 | ||
Other non-current assets: | ||
Non-current assets held for sale | 0 | 0 |
Level 2 | ||
Other non-current assets: | ||
Non-current assets held for sale | 0 | 0 |
Level 3 | ||
Other non-current assets: | ||
Non-current assets held for sale | $ 0 | $ 39 |
FAIR VALUE MEASUREMENTS AND _10
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on a Non-Recurring Basis and Fair Value of Long-term Debt, Narrative (Details) - Nonrecurring adjustment - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-current assets held for sale | $ 0 | $ 39 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-current assets held for sale | 0 | 0 |
Fair value of long-term debt | $ 25,258 | $ 27,520 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 339 | $ 319 |
Work in process | 159 | 149 |
Finished goods | 726 | 639 |
Total Inventories | $ 1,224 | $ 1,107 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,644 | $ 25,613 |
Accumulated Amortization and Impairments | (18,432) | (17,123) |
Net Carrying Amount | 7,212 | 8,490 |
Total intangible assets | ||
Gross Carrying Amount | 27,355 | 27,324 |
Net Carrying Amount | 8,923 | 10,201 |
Acquired IPR&D not in service | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 13 | 13 |
Bausch Lomb Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 21,057 | 21,011 |
Accumulated Amortization and Impairments | (14,673) | (13,544) |
Net Carrying Amount | 6,384 | 7,467 |
Bausch Lomb Trademark | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 921 | 930 |
Accumulated Amortization and Impairments | (388) | (338) |
Net Carrying Amount | 533 | 592 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,295 | 3,297 |
Accumulated Amortization and Impairments | (3,013) | (2,887) |
Net Carrying Amount | 282 | 410 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 164 | 166 |
Accumulated Amortization and Impairments | (163) | (165) |
Net Carrying Amount | 1 | 1 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 207 | 209 |
Accumulated Amortization and Impairments | (195) | (189) |
Net Carrying Amount | $ 12 | $ 20 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | Oct. 01, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 17,000,000 | $ 49,000,000 | ||||
Goodwill impairment | $ 0 | |||||
Accumulated goodwill impairment charges | 3,711,000,000 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Certain Products For Disposal, September 2019 | ||||||
Goodwill [Line Items] | ||||||
Impairment of long-lived assets classified as held for sale | $ 8,000,000 | 8,000,000 | ||||
Ortho Dermatologics Report Unit | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | ||||
Reporting unit, impairment test, long-term growth rate | 2.00% | |||||
Maximum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, long-term growth rate | 2.00% | |||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.80% | |||||
Maximum | Ortho Dermatologics Report Unit | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.00% | |||||
Fair value of reporting value, greater than its carrying value | 15.00% | |||||
Minimum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, long-term growth rate | 1.50% | |||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.00% | |||||
Minimum | Ortho Dermatologics Report Unit | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.50% | |||||
Fair value of reporting value, greater than its carrying value | 10.00% | |||||
Product brands | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | 16,000,000 | 38,000,000 | ||||
Discontinued Product Lines | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 1,000,000 | $ 3,000,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2020 | $ 380 | |
2021 | 1,410 | |
2022 | 1,227 | |
2023 | 1,055 | |
2024 | 925 | |
2025 | 821 | |
Thereafter | 1,394 | |
Net Carrying Amount | $ 7,212 | $ 8,490 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 13,126 | $ 13,142 |
Acquisition of certain assets of Synergy | 3 | |
Goodwill reclassified to assets held for sale (Note 4) | (18) | |
Foreign exchange and other | 16 | (1) |
Assets held for sale reclassified to goodwill (Note 4) | 18 | |
Balance at the end of the period | 13,160 | 13,126 |
Bausch + Lomb/ International | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 5,786 | 5,805 |
Goodwill reclassified to assets held for sale (Note 4) | (18) | |
Foreign exchange and other | 16 | (1) |
Assets held for sale reclassified to goodwill (Note 4) | 18 | |
Balance at the end of the period | 5,820 | 5,786 |
Salix | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 3,159 | 3,156 |
Acquisition of certain assets of Synergy | 3 | |
Balance at the end of the period | 3,159 | 3,159 |
Ortho Dermatologics | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 1,267 | 1,267 |
Balance at the end of the period | 1,267 | 1,267 |
Diversified Products | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 2,914 | 2,914 |
Balance at the end of the period | $ 2,914 | $ 2,914 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Legal matters and related fees | $ 1,462 | $ 1,397 |
Product rebates | 876 | 898 |
Product returns | 577 | 691 |
Interest | 375 | 305 |
Employee compensation and benefit costs | 300 | 304 |
Income taxes payable | 149 | 196 |
Other | 614 | 720 |
Accrued and other current liabilities | $ 4,353 | $ 4,511 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) | Sep. 30, 2020 | May 26, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | May 23, 2019 | Mar. 08, 2019 |
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | $ 24,601,000,000 | $ 26,188,000,000 | ||||
Total long-term debt and other | 24,343,000,000 | 25,895,000,000 | ||||
Less: Current portion of long-term debt and other | 0 | 1,234,000,000 | ||||
Non-current portion of long-term debt | $ 24,343,000,000 | 24,661,000,000 | ||||
Term Loan B Facility Due June 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 3.15% | |||||
Principal Amount | $ 3,498,000,000 | 3,869,000,000 | ||||
Total long-term debt and other | $ 3,414,000,000 | 3,768,000,000 | ||||
Term Loan B Facility Due November 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 2.90% | |||||
Principal Amount | $ 1,200,000,000 | 1,275,000,000 | ||||
Total long-term debt and other | $ 1,185,000,000 | 1,257,000,000 | ||||
Senior Secured Notes | 6.50% Senior Notes Due March 2022 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 6.50% | 6.50% | ||||
Principal Amount | $ 0 | 1,250,000,000 | ||||
Total long-term debt and other | $ 0 | 1,242,000,000 | ||||
Senior Secured Notes | 7.00% Senior Notes Due March 2024 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 7.00% | |||||
Principal Amount | $ 2,000,000,000 | 2,000,000,000 | ||||
Total long-term debt and other | $ 1,986,000,000 | 1,983,000,000 | ||||
Senior Secured Notes | 5.50% Senior Notes Due November 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.50% | |||||
Principal Amount | $ 1,750,000,000 | 1,750,000,000 | ||||
Total long-term debt and other | $ 1,735,000,000 | 1,733,000,000 | ||||
Senior Secured Notes | 5.75% Senior Notes Due August 2027 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.75% | |||||
Principal Amount | $ 500,000,000 | 500,000,000 | ||||
Total long-term debt and other | $ 494,000,000 | 493,000,000 | ||||
Senior Unsecured Notes | 5.50% Senior Notes Due March 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.50% | 5.50% | ||||
Principal Amount | $ 284,000,000 | 402,000,000 | ||||
Total long-term debt and other | $ 283,000,000 | 400,000,000 | ||||
Senior Unsecured Notes | 5.875% Senior Notes Due May 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.875% | 5.875% | ||||
Principal Amount | $ 99,000,000 | 1,448,000,000 | ||||
Total long-term debt and other | $ 99,000,000 | 1,441,000,000 | ||||
Senior Unsecured Notes | 4.50% Senior Notes euro-denoted debt Due May 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 4.50% | |||||
Principal Amount | $ 1,758,000,000 | 1,682,000,000 | ||||
Total long-term debt and other | $ 1,752,000,000 | 1,674,000,000 | ||||
Senior Unsecured Notes | 6.125% Senior Notes Due April 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 6.125% | |||||
Principal Amount | $ 3,250,000,000 | 3,250,000,000 | ||||
Total long-term debt and other | $ 3,233,000,000 | 3,230,000,000 | ||||
Senior Unsecured Notes | 9.00% Senior Notes Due December 2025 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 9.00% | |||||
Principal Amount | $ 1,500,000,000 | 1,500,000,000 | ||||
Total long-term debt and other | $ 1,477,000,000 | 1,473,000,000 | ||||
Senior Unsecured Notes | 9.25% Senior Notes Due April 2026 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 9.25% | |||||
Principal Amount | $ 1,500,000,000 | 1,500,000,000 | ||||
Total long-term debt and other | $ 1,486,000,000 | 1,484,000,000 | ||||
Senior Unsecured Notes | 8.50% Senior Notes Due January 2027 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | ||||
Principal Amount | $ 1,750,000,000 | 1,750,000,000 | ||||
Total long-term debt and other | $ 1,755,000,000 | 1,756,000,000 | ||||
Senior Unsecured Notes | 7.00 % Senior Notes Due January 2028 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 7.00% | 7.00% | ||||
Principal Amount | $ 750,000,000 | 750,000,000 | ||||
Total long-term debt and other | $ 741,000,000 | 741,000,000 | ||||
Senior Unsecured Notes | 5.00% Senior Notes Due January 2028 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.00% | 5.00% | ||||
Principal Amount | $ 1,250,000,000 | 1,250,000,000 | ||||
Total long-term debt and other | $ 1,235,000,000 | 1,234,000,000 | ||||
Senior Unsecured Notes | 6.25% Senior Notes Due February 2029 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 6.25% | 6.25% | ||||
Principal Amount | $ 1,500,000,000 | 0 | ||||
Total long-term debt and other | $ 1,480,000,000 | 0 | ||||
Senior Unsecured Notes | 7.25 % Senior Notes Due May 2029 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 7.25% | 7.25% | ||||
Principal Amount | $ 750,000,000 | 750,000,000 | ||||
Total long-term debt and other | $ 741,000,000 | 740,000,000 | ||||
Senior Unsecured Notes | 5.25% Senior Notes Due January 2030 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 5.25% | 5.25% | ||||
Principal Amount | $ 1,250,000,000 | 1,250,000,000 | ||||
Total long-term debt and other | 1,235,000,000 | 1,234,000,000 | ||||
Senior Unsecured Notes | Other | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Principal Amount | 12,000,000 | 12,000,000 | ||||
Total long-term debt and other | $ 12,000,000 | 12,000,000 | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | ||||||
Long-term debt, net of unamortized debt discount | ||||||
Stated interest rate on debt (as a percent) | 3.15% | |||||
Principal Amount | $ 0 | 0 | ||||
Total long-term debt and other | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) $ in Millions | Sep. 30, 2020USD ($) |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Amount available for restricted payments | $ 12,600 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Secured leverage ratio | 4 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) | Jun. 01, 2018USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 24,343,000,000 | $ 25,895,000,000 | |
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) | 0.00% | ||
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% | ||
Term Loan B Facility Due June 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 4,565,000,000 | ||
Stated interest rate on debt (as a percent) | 3.15% | ||
Annual amortization rate (as a percent) | 5.00% | ||
Long-term debt | $ 3,414,000,000 | 3,768,000,000 | |
Term Loan B Facility Due June 2025 | Eurocurrency rate | |||
Debt Instrument [Line Items] | |||
Variable rate (as a percentage) | 3.00% | ||
Term Loan B Facility Due June 2025 | Base Rate | |||
Debt Instrument [Line Items] | |||
Variable rate (as a percentage) | 2.00% | ||
Term Loan B Facility Due November 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount | 1,500,000,000 | ||
Stated interest rate on debt (as a percent) | 2.90% | ||
Annual amortization rate (as a percent) | 5.00% | ||
Long-term debt | $ 1,185,000,000 | 1,257,000,000 | |
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% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Quarterly amortization payments | $ 680,000,000 | ||
Threshold for incremental borrowings | $ 1,000,000,000 | ||
Threshold for incremental borrowings, percentage of adjusted EBITDA | 28.50% | ||
Secured leverage ratio | 4 | ||
Interest coverage ratio (not less than) | 2 | ||
Revolving Credit Facility | Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Secured leverage ratio | 3.50 | ||
Revolving Credit Facility | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Total leverage ratio (not greater than) | 6.50 | ||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,225,000,000 | ||
Alternate term, number of days prior to scheduled maturity in excess of principal amount threshold | 91 days | ||
Alternate term, principal amount maturity threshold | $ 1,000,000,000 | ||
Stated interest rate on debt (as a percent) | 3.15% | ||
Long-term debt | $ 0 | $ 0 | |
Remaining borrowings | $ 1,118,000,000 | ||
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% | ||
Letter of Credit | Revolving Credit Facility Due June 2023 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 107,000,000 |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | Jan. 16, 2020 | Mar. 08, 2019 | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||
Repayments of long-term debt | $ 3,162,000,000 | $ 3,956,000,000 | |||
Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage to change in control (as a percent) | 101.00% | ||||
Repayments of long-term debt | $ 26,000,000 | ||||
5.75% Senior 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 | ||||
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% | |||
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% | |||
Repayments of long-term debt | $ 1,240,000,000 | $ 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% | ||||
Repayments of long-term debt | $ 518,000,000 | $ 182,000,000 | |||
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% | |||
Repayments of long-term debt | $ 216,000,000 | ||||
Senior Secured Notes and Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,500,000,000 |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) - USD ($) | May 26, 2020 | Jan. 16, 2020 | Dec. 16, 2019 | Mar. 08, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 30, 2019 | May 23, 2019 |
Debt Instrument [Line Items] | ||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||||||||
Repayments of long-term debt | $ 3,162,000,000 | $ 3,956,000,000 | ||||||||
Loss on extinguishment of debt | $ 27,000,000 | $ 0 | $ 0 | 51,000,000 | $ 40,000,000 | |||||
Settled Litigation | US Securities Litigation | NEW JERSEY | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Settlement, escrow fund included in restricted cash | $ 1,210,000,000 | $ 1,010,000,000 | ||||||||
Term Loan B Facility Due June 2025 And November 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt amortization prepayment | $ 303,000,000 | |||||||||
Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||||||||
Repurchased principal amount | $ 27,000,000 | $ 27,000,000 | ||||||||
Repayments of long-term debt | 26,000,000 | |||||||||
Loss on extinguishment of debt | $ (1,000,000) | |||||||||
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% | |||||||
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% | |||||||
Principal amount | $ 750,000,000 | |||||||||
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% | |||||||
Principal amount | $ 750,000,000 | |||||||||
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 | |||||||||
Repayments of long-term debt | $ 1,240,000,000 | $ 584,000,000 | ||||||||
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 | |||||||||
Repayments of long-term debt | $ 216,000,000 | |||||||||
Unsecured Debt | 5.00% Senior Notes Due January 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 5.00% | 5.00% | 5.00% | |||||||
Principal amount | $ 1,250,000,000 | |||||||||
Unsecured Debt | 5.25% Senior Notes Due January 2030 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 5.25% | 5.25% | 5.25% | |||||||
Principal amount | $ 1,250,000,000 | |||||||||
Unsecured Debt | 6.25% Senior Notes Due February 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 6.25% | 6.25% | 6.25% | |||||||
Principal amount | $ 1,500,000,000 | |||||||||
Unsecured Debt | 6.25% Senior Notes Due February 2029 | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 100.00% | |||||||||
Unsecured Debt | 6.25% Senior Notes Due February 2029 | Debt Instrument, Redemption, Period Two | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum percentage of principal amount that can be redeemed | 40.00% | |||||||||
Senior Secured Notes | 6.50% Senior Notes Due March 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (as a percent) | 6.50% | 6.50% | 6.50% | |||||||
Repurchased principal amount | $ 1,250,000,000 |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 5.94% | 6.21% |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities and Mandatory Payments, Narrative (Details) - USD ($) | Oct. 29, 2020 | May 26, 2020 | Jan. 16, 2020 | Mar. 08, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 23, 2019 |
Debt Instrument [Line Items] | |||||||||
Repayments of long-term debt | $ 3,162,000,000 | $ 3,956,000,000 | |||||||
Gain on extinguishment of debt | $ (27,000,000) | $ 0 | $ 0 | (51,000,000) | $ (40,000,000) | ||||
Senior Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchased debt, aggregate par value | $ 27,000,000 | 27,000,000 | |||||||
Repayments of long-term debt | 26,000,000 | ||||||||
Gain on extinguishment of debt | $ 1,000,000 | ||||||||
Senior Unsecured Notes | 5.875% Senior Notes Due May 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchased debt, aggregate par value | $ 1,118,000,000 | ||||||||
Repayments of long-term debt | $ 1,240,000,000 | $ 584,000,000 | |||||||
Senior Unsecured Notes | 5.875% Senior Notes Due May 2023 | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of long-term debt | $ 99,000,000 | ||||||||
Senior Unsecured Notes | 5.50% Senior Notes Due March 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchased debt, aggregate par value | $ 382,000,000 | ||||||||
Repayments of long-term debt | $ 216,000,000 | ||||||||
Senior Unsecured Notes | 5.50% Senior Notes Due March 2023 | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of long-term debt | $ 51,000,000 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Remainder of 2020 | $ 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 2,404 | |
2024 | 2,303 | |
2025 | 10,632 | |
Thereafter | 9,262 | |
Total debt obligations | 24,601 | $ 26,188 |
Unamortized premiums, discounts and issuance costs | (258) | |
Total long-term debt and other | $ 24,343 | $ 25,895 |
PENSION AND POSTRETIREMENT EM_3
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Pension Benefit Plans | U.S. Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1 | $ 1 |
Interest cost | 4 | 6 |
Expected return on plan assets | (10) | (10) |
Amortization of prior service credit and other | 0 | 0 |
Amortization of net loss | 0 | 0 |
Net periodic (benefit) cost | (5) | (3) |
Pension Benefit Plans | Non-U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 2 | 2 |
Interest cost | 3 | 4 |
Expected return on plan assets | (4) | (4) |
Amortization of prior service credit and other | 0 | (1) |
Amortization of net loss | 1 | 1 |
Net periodic (benefit) cost | 2 | 2 |
Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service credit and other | (2) | (2) |
Amortization of net loss | 0 | 0 |
Net periodic (benefit) cost | $ (1) | $ (1) |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | Apr. 28, 2020 | Apr. 30, 2018 | Sep. 30, 2020 | May 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining unrecognized compensation expense related to non-vested awards | $ 116,000,000 | |||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 1 year 7 months 2 days | |||
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) | 13,500,000 | 11,900,000 | ||
Number of shares available for future grant (in shares) | 17,067,000 | |||
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 27 | $ 26 | $ 81 | $ 77 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 3 | 2 | 9 | 7 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 24 | 24 | 72 | 70 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 4 | 5 | 12 | 17 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 23 | $ 21 | $ 69 | $ 60 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Award Activity (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 2,269 | 1,725 |
Weighted-average exercise price (in usd per share) | $ 24.74 | $ 23.16 |
Weighted-average grant date fair value (in usd per share) | $ 6.60 | $ 8.46 |
Time-based RSUs | ||
RSUs | ||
Granted (in shares) | 3,084 | 2,895 |
Weighted-average grant date fair value (in usd per share) | $ 22.05 | $ 23.93 |
TSR performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 425 | 454 |
Weighted-average grant date fair value (in usd per share) | $ 26.13 | $ 34.53 |
ROTC performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 472 | 505 |
Weighted-average grant date fair value (in usd per share) | $ 27.05 | $ 25.03 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of AOCI (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ 655 | $ 546 | $ 1,136 | $ 2,560 | $ 2,688 | $ 2,815 |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (2,165) | (2,046) | ||||
Pension and postretirement benefit plan adjustments, net of income taxes | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (42) | (40) | ||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ (2,207) | $ (2,223) | $ (2,086) | $ (2,156) | $ (2,061) | $ (2,137) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ||
Amount reclassified from accumulated other comprehensive loss into operating results | $ 0 | $ 0 |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 95 | $ 114 | $ 309 | $ 329 |
Quality assurance | 8 | 9 | 24 | 28 |
Research and development costs | $ 103 | $ 123 | $ 333 | $ 357 |
OTHER EXPENSE, NET - Summary of
OTHER EXPENSE, NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | ||||
Net gain on sale of assets | $ 0 | $ (1) | $ (1) | $ (10) |
Acquired in-process research and development costs | 12 | 1 | 20 | 9 |
Acquisition-related costs | 0 | 0 | 0 | 8 |
Litigation and other matters | 4 | 9 | 127 | 12 |
Other, net | 0 | 1 | 0 | (4) |
Other expense, net | $ 16 | $ 10 | $ 146 | $ 15 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Benefit from income taxes | $ (5) | $ 18 | $ 133 | $ 101 | |
Benefit for discrete items | 105 | 46 | |||
Tax benefit related to release of valuation allowance | 63 | ||||
Tax benefit related to change in United States law | 36 | ||||
Tax charges (benefits) related to changes in uncertain tax positions | (10) | 1 | |||
Tax benefit related to stock compensation | 7 | ||||
Tax expense related to filing certain tax returns | 11 | ||||
Income tax benefit on ordinary loss | 28 | 55 | |||
Tax benefit related to royalty payments by affiliate | 32 | ||||
Tax benefit related to filing certain tax returns | $ 13 | ||||
Valuation allowance against deferred tax assets | 2,756 | 2,756 | $ 2,831 | ||
Tax benefit related to Global Intangible Low Taxed Income (GILTI) | 19 | ||||
Unrecognized tax benefits including interest and penalties | 1,009 | 1,009 | 1,002 | ||
Unrecognized tax benefits related to interest and penalties | 51 | 51 | $ 45 | ||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 363 | 363 | |||
Unrecognized tax benefit, amount possible to decrease in next twelve months | $ 141 | $ 141 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ 71 | $ (49) | $ (407) | $ (272) |
Basic weighted-average common shares outstanding (in shares) | 355.6 | 352.4 | 354.7 | 351.9 |
Diluted effect of stock options and RSUs (in shares) | 2.2 | 0 | 0 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 357.8 | 352.4 | 354.7 | 351.9 |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.20 | $ (0.14) | $ (1.15) | $ (0.77) |
Diluted (in usd per share) | $ 0.20 | $ (0.14) | $ (1.15) | $ (0.77) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Options and RSUs | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 4,453 | 3,144 | 4,589 | |
Time-based RSUs, Performance-based RSUs and Stock Options | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 10,489 | 5,363 | 10,604 | 5,363 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds and Governmental and Regulatory Inquiries (Details) $ in Millions | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Current accrued loss contingencies | $ 1,462 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and RICO Class Actions and Related Matters (Details) $ in Millions, $ in Millions | Aug. 04, 2020CAD ($) | Dec. 16, 2019USD ($) | Dec. 07, 2017insurance_policy_period | Oct. 31, 2015case | Sep. 16, 2016action | Sep. 30, 2020USD ($)groupcaseaction | Dec. 31, 2015case | Sep. 13, 2019action | Sep. 10, 2019action | Feb. 15, 2019entity |
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 | |||||||||
Settled Litigation | Canada | Violation of Canadian Provincial Securities Legislation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Settlement, agreed to pay | $ | $ 94 | |||||||||
US Securities Litigation | New Jersey | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of groups of investors filing action | group | 37 | |||||||||
Number of claims dismissed | case | 7 | |||||||||
Number of groups of investors filing action, remain pending | group | 30 | |||||||||
US Securities Litigation | New Jersey | Unfavorable Regulatory Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of suits filed | case | 4 | |||||||||
US Securities Litigation | Settled Litigation | New Jersey | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Settlement, agreed to pay | $ | $ 1,210 | $ 1,010 | ||||||||
RICO Class Actions | New Jersey | Unfavorable Regulatory Action | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of suits filed | action | 3 | |||||||||
Derivative Lawsuits | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of alleged stockholders, filed lawsuits | action | 2 | 2 | ||||||||
Insurance Coverage Lawsuit | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of distinct insurance policy periods | insurance_policy_period | 2 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) | Nov. 25, 2019case | May 31, 2020healthPlan | Jul. 31, 2019healthPlan | Jul. 30, 2020case | Sep. 30, 2020case |
Glumetza Antitrust Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of putative antitrust class actions filed | 8 | ||||
Glumetza Antitrust Litigation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits pending | 5 | ||||
Glumetza Antitrust Litigation | Plaintiffs, Direct Purchasers | |||||
Loss Contingencies [Line Items] | |||||
Number of putative antitrust class actions filed | 3 | ||||
Glumetza Antitrust Litigation, Non-Class Complaints | |||||
Loss Contingencies [Line Items] | |||||
Number of putative antitrust class actions filed | 4 | ||||
Glumetza Antitrust Litigation, Non-Class Complaints | Plaintiffs, Direct Purchasers | |||||
Loss Contingencies [Line Items] | |||||
Number of putative antitrust class actions filed | 3 | ||||
Generic Pricing Antitrust Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of health plans commenced action | healthPlan | 7 | 87 | |||
Shower to Shower Product Liability Litigation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits pending | 12 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) | Sep. 30, 2020case |
Shower to Shower Product Liability Litigation | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of lawsuits pending | 12 |
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 |
LEGAL PROCEEDINGS - Completed o
LEGAL PROCEEDINGS - Completed or Dormant Matters (Details) - USD ($) $ in Millions | Apr. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Loss Contingencies [Line Items] | |||
Payment for legal settlement | $ 82 | $ 4 | |
Settled Litigation | SEC Investigation Litigation | |||
Loss Contingencies [Line Items] | |||
Settlement, agreed to pay | $ 45 | ||
Settled Litigation | Investigation by the State of Texas, State's Medicaid Program | |||
Loss Contingencies [Line Items] | |||
Payment for legal settlement | $ 10 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | May 26, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Segment reporting information | |||||
Revenues | $ 2,138 | $ 2,209 | $ 5,814 | $ 6,377 | |
Amortization of intangible assets | (391) | (475) | (1,263) | (1,452) | |
Asset impairments | (2) | (33) | (17) | (49) | |
Restructuring, integration and separation costs | (2) | (4) | (13) | (28) | |
Acquisition-related contingent consideration | (2) | (3) | (26) | (2) | |
Other expense, net | (16) | (10) | (146) | (15) | |
Operating income | 460 | 329 | 681 | 873 | |
Interest income | 2 | 2 | 11 | 9 | |
Interest expense | (374) | (406) | (1,155) | (1,221) | |
Loss on extinguishment of debt | $ (27) | 0 | 0 | (51) | (40) |
Foreign exchange and other | (13) | 9 | (26) | 12 | |
Income (loss) before (provision for) benefit from income taxes | 75 | (66) | (540) | (367) | |
Bausch + Lomb/International | |||||
Segment reporting information | |||||
Revenues | 1,169 | 1,175 | 3,166 | 3,501 | |
Salix | |||||
Segment reporting information | |||||
Revenues | 496 | 551 | 1,377 | 1,505 | |
Ortho Dermatologics | |||||
Segment reporting information | |||||
Revenues | 144 | 147 | 393 | 407 | |
Diversified Products | |||||
Segment reporting information | |||||
Revenues | 329 | 336 | 878 | 964 | |
Operating Segment | |||||
Segment reporting information | |||||
Revenues | 2,138 | 2,209 | 5,814 | 6,377 | |
Operating income | 1,014 | 1,012 | 2,588 | 2,854 | |
Operating Segment | Bausch + Lomb/International | |||||
Segment reporting information | |||||
Revenues | 1,169 | 1,175 | 3,166 | 3,501 | |
Operating income | 336 | 333 | 830 | 989 | |
Operating Segment | Salix | |||||
Segment reporting information | |||||
Revenues | 496 | 551 | 1,377 | 1,505 | |
Operating income | 360 | 375 | 968 | 995 | |
Operating Segment | Ortho Dermatologics | |||||
Segment reporting information | |||||
Revenues | 144 | 147 | 393 | 407 | |
Operating income | 70 | 58 | 156 | 156 | |
Operating Segment | Diversified Products | |||||
Segment reporting information | |||||
Revenues | 329 | 336 | 878 | 964 | |
Operating income | 248 | 246 | 634 | 714 | |
Corporate | |||||
Segment reporting information | |||||
Operating income | $ (141) | $ (158) | $ (442) | $ (435) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,138 | $ 2,209 | $ 5,814 | $ 6,377 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 976 | 1,072 | 2,696 | 3,057 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 432 | 421 | 1,086 | 1,257 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 374 | 371 | 1,043 | 1,063 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 329 | 316 | 909 | 914 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27 | 29 | 80 | 86 |
Bausch + Lomb/ International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,169 | 1,175 | 3,166 | 3,501 |
Bausch + Lomb/ International | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 200 | 217 | 552 | 670 |
Bausch + Lomb/ International | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 360 | 375 | 921 | 1,127 |
Bausch + Lomb/ International | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 374 | 371 | 1,043 | 1,063 |
Bausch + Lomb/ International | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 219 | 197 | 597 | 582 |
Bausch + Lomb/ International | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16 | 15 | 53 | 59 |
Salix | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 496 | 551 | 1,377 | 1,505 |
Salix | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 494 | 551 | 1,374 | 1,505 |
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 | 2 | 0 | 3 | 0 |
Ortho Dermatologics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 144 | 147 | 393 | 407 |
Ortho Dermatologics | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 65 | 97 | 213 | 265 |
Ortho Dermatologics | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72 | 46 | 165 | 130 |
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 | 7 | 4 | 15 | 12 |
Diversified Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 329 | 336 | 878 | 964 |
Diversified Products | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 217 | 207 | 557 | 617 |
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 | 110 | 119 | 312 | 332 |
Diversified Products | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2 | $ 10 | $ 9 | $ 15 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - product | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Number of products represented of total revenue | 10 | 10 |
Product Concentration Risk | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 41.00% | 38.00% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,138 | $ 2,209 | $ 5,814 | $ 6,377 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,301 | 1,369 | 3,522 | 3,851 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 94 | 85 | 231 | 275 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 87 | 85 | 244 | 252 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 68 | 58 | 157 | 164 |
Egypt | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 59 | 55 | 175 | 157 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 57 | 53 | 168 | 168 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 57 | 67 | 159 | 181 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 42 | 45 | 131 | 156 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 32 | 33 | 108 | 119 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 32 | 47 | 89 | 124 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 21 | 18 | 53 | 62 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 21 | 28 | 58 | 86 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 267 | $ 266 | $ 719 | $ 782 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration Risk | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
AmerisourceBergen Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 17.00% | 17.00% |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 17.00% | 17.00% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 13.00% | 14.00% |