Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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) | 361,479,708 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,249 | $ 582 |
Restricted cash and other settlement deposits | 1,211 | 1,537 |
Trade receivables, net | 1,566 | 1,775 |
Inventories, net | 1,045 | 993 |
Prepaid expenses and other current assets | 765 | 720 |
Total current assets | 5,836 | 5,607 |
Property, plant and equipment, net | 1,579 | 1,598 |
Intangible assets, net | 6,632 | 6,948 |
Goodwill | 12,427 | 12,457 |
Deferred tax assets, net | 2,282 | 2,252 |
Other non-current assets | 334 | 340 |
Total assets | 29,090 | 29,202 |
Current liabilities: | ||
Accounts payable | 471 | 407 |
Accrued and other current liabilities | 4,303 | 4,791 |
Total current liabilities | 4,774 | 5,198 |
Acquisition-related contingent consideration | 193 | 202 |
Non-current portion of long-term debt | 23,168 | 22,654 |
Deferred tax liabilities, net | 552 | 529 |
Other non-current liabilities | 544 | 653 |
Total liabilities | 29,231 | 29,236 |
Commitments and contingencies (Note 18) | ||
Deficit | ||
Common shares, no par value, unlimited shares authorized, 361,331,665 and 359,405,748 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 10,373 | 10,317 |
Additional paid-in capital | 415 | 462 |
Accumulated deficit | (9,030) | (8,961) |
Accumulated other comprehensive loss | (1,974) | (1,924) |
Total Bausch Health Companies Inc. shareholders’ deficit | (216) | (106) |
Noncontrolling interest | 75 | 72 |
Total deficit | (141) | (34) |
Total liabilities and deficit | $ 29,090 | $ 29,202 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 361,331,665 | 359,405,748 |
Common shares, outstanding (in shares) | 361,331,665 | 359,405,748 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Revenues | $ 1,918 | $ 2,027 |
Expenses | ||
Selling, general and administrative | 622 | 606 |
Research and development | 127 | 112 |
Amortization of intangible assets | 310 | 357 |
Goodwill impairments | 0 | 469 |
Asset impairments, including loss on assets held for sale | 8 | 148 |
Restructuring, integration, separation and IPO costs | 13 | 12 |
Other expense (income), net | 2 | (30) |
Total expenses | 1,633 | 2,248 |
Operating income (loss) | 285 | (221) |
Interest income | 2 | 2 |
Interest expense | (362) | (368) |
Loss on extinguishment of debt | 0 | (5) |
Foreign exchange and other | (7) | 1 |
Loss before provision for income taxes | (82) | (591) |
Benefit from (provision for) income taxes | 16 | (16) |
Net loss | (66) | (607) |
Net income attributable to noncontrolling interest | (3) | (3) |
Net loss attributable to Bausch Health Companies Inc. | $ (69) | $ (610) |
Basic loss per share attributable to Bausch Health Companies Inc. (in usd per share) | $ (0.19) | $ (1.71) |
Diluted loss per share attributable to Bausch Health Companies Inc. (in usd per share) | $ (0.19) | $ (1.71) |
Basic weighted-average common shares (in shares) | 360.8 | 356.8 |
Diluted weighted-average common shares (in shares) | 360.8 | 356.8 |
Product sales | ||
Revenues | ||
Revenues | $ 1,898 | $ 2,003 |
Expenses | ||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 543 | 564 |
Other revenues | ||
Revenues | ||
Revenues | 20 | 24 |
Expenses | ||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 8 | $ 10 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (66) | $ (607) |
Other comprehensive (loss) income | ||
Foreign currency translation adjustment | (56) | (124) |
Pension and postretirement benefit plan adjustments, net of income taxes | 6 | 1 |
Other comprehensive loss | (50) | (123) |
Comprehensive loss | (116) | (730) |
Comprehensive income attributable to noncontrolling interest | (3) | (3) |
Comprehensive loss attributable to Bausch Health Companies Inc. | $ (119) | $ (733) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Millions | Total | Bausch Health Companies Inc. Shareholders’ (Deficit) Equity | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2020 | 355,400,000 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 605 | $ 535 | $ 10,227 | $ 454 | $ (8,013) | $ (2,133) | $ 70 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 2,700,000 | ||||||
Common shares issued under share-based compensation plans | 11 | 11 | $ 62 | (51) | |||
Share-based compensation | 31 | 31 | 31 | ||||
Employee withholding taxes related to share-based awards | (41) | (41) | (41) | ||||
Net (loss) income | (607) | (610) | (610) | 3 | |||
Other comprehensive loss | (123) | (123) | (123) | ||||
Ending Balance (in shares) at Mar. 31, 2021 | 358,100,000 | ||||||
Ending Balance at Mar. 31, 2021 | $ (124) | (197) | $ 10,289 | 393 | (8,623) | (2,256) | 73 |
Beginning Balance (in shares) at Dec. 31, 2021 | 359,405,748 | 359,400,000 | |||||
Beginning Balance at Dec. 31, 2021 | $ (34) | (106) | $ 10,317 | 462 | (8,961) | (1,924) | 72 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 1,900,000 | ||||||
Common shares issued under share-based compensation plans | 2 | 2 | $ 56 | (54) | |||
Share-based compensation | 32 | 32 | 32 | ||||
Employee withholding taxes related to share-based awards | (25) | (25) | (25) | ||||
Net (loss) income | (66) | (69) | (69) | 3 | |||
Other comprehensive loss | $ (50) | (50) | (50) | ||||
Ending Balance (in shares) at Mar. 31, 2022 | 361,331,665 | 361,300,000 | |||||
Ending Balance at Mar. 31, 2022 | $ (141) | $ (216) | $ 10,373 | $ 415 | $ (9,030) | $ (1,974) | $ 75 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (66) | $ (607) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization of intangible assets | 352 | 403 |
Amortization and write-off of debt premiums, discounts and issuance costs | 14 | 13 |
Asset impairments, including loss on assets held for sale | 8 | 148 |
Goodwill impairments | 0 | 469 |
Acquisition-related contingent consideration | 3 | (9) |
Allowances for losses on trade receivable and inventories | 14 | 17 |
Deferred income taxes | (83) | (14) |
Net gain on sale of assets | 0 | (23) |
Reductions to accrued legal settlements | (1) | 0 |
Payments of accrued legal settlements | (360) | (118) |
Share-based compensation | 32 | 31 |
Foreign exchange loss | (2) | 12 |
Gain excluded from hedge effectiveness | 0 | (6) |
Loss on extinguishment of debt | 0 | 5 |
Other | 10 | (18) |
Changes in operating assets and liabilities: | ||
Trade receivables | 197 | 60 |
Inventories | (73) | (35) |
Prepaid expenses and other current assets | (33) | 0 |
Accounts payable, accrued and other liabilities | (75) | 115 |
Net cash (used in) provided by operating activities | (63) | 443 |
Cash Flows From Investing Activities | ||
Purchases of property, plant and equipment | (46) | (66) |
Payments for intangible and other assets | (11) | (2) |
Purchases of marketable securities | (5) | (5) |
Proceeds from sale of marketable securities | 6 | 2 |
Proceeds from sale of assets and businesses, net of costs to sell | 0 | 4 |
Interest settlements from cross-currency swaps | 0 | 11 |
Net cash used in investing activities | (56) | (56) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 986 | (3) |
Repayments of long-term debt | (485) | (200) |
Payments of employee withholding taxes related to share-based awards | (25) | (41) |
Payments of acquisition-related contingent consideration | (8) | (6) |
Payments of financing costs | (1) | (4) |
Other | 1 | 11 |
Net cash provided by (used in) financing activities | 468 | (243) |
Effect of exchange rate changes on cash and cash equivalents | (8) | (13) |
Net increase in cash, cash equivalents and restricted cash | 341 | 131 |
Cash, cash equivalents and restricted cash, beginning of period | 2,119 | 1,816 |
Cash, cash equivalents and restricted cash, end of period | 2,460 | 1,947 |
Cash and cash equivalents | 1,249 | 679 |
Restricted cash and other settlement deposits | 1,211 | 1,214 |
Cash and cash equivalents, held for sale | 0 | 54 |
Cash, cash equivalents and restricted cash, end of period | $ 2,460 | $ 1,947 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2022. 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, 2021, 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 and Initial Public Offering of Solta Medical Business On August 6, 2020, the Company announced its intentions to separate its eye health business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc. (the “B+L Separation”). On August 3, 2021, the Company announced its intentions to conduct an initial public offering (“IPO”) of its aesthetic medical device business, Global Solta (the “Solta IPO”). In January 2022, the Company completed the internal organizational design and structure of the new eye health entity, Bausch + Lomb Corporation (“Bausch + Lomb”), and the new Global Solta entity, Solta Medical Corporation (“Solta”), as previously announced. The registration statement related to the B+L IPO of Bausch + Lomb (the “B+L IPO”) was declared effective on May 5, 2022, and Bausch + Lomb’s common stock began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the ticker symbol “BLCO” on May 6, 2022. Prior to the effectiveness of the registration statement, Bausch + Lomb was an indirect wholly-owned subsidiary of the Company. On May 10, 2022, a wholly owned subsidiary of the Company (the “Selling Shareholder”) sold 35,000,000 common shares of Bausch + Lomb, at an offering price of $18.00, per share, pursuant to the Bausch + Lomb prospectus. The net proceeds from the B+L IPO after deducting underwriting commissions and estimated offering expenses were approximately $560 million. The Company expects to complete the separation of Bausch + Lomb after the expiry of customary lockups related to the B+L IPO and achievement of targeted debt leverage ratios, subject to the receipt of applicable shareholder and other necessary approvals. The launch of the Solta IPO remains subject to when financial market conditions become favorable (and subject to receipt of regulatory, stock exchange and other approvals and other factors). See Note 20, “SUBSEQUENT EVENTS” for additional details regarding the B+L IPO. The B+L Separation and the proposed Solta IPO will establish three 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 Pharmaceuticals businesses, (ii) a global provider of aesthetic medical devices which will consist of the Company’s Solta business and (iii) a diversified pharmaceutical company which will include the Company’s Salix, International (formerly International Rx), dentistry, neurology, medical dermatology and generics pharmaceutical businesses. These audited Consolidated Financial Statements do not include any adjustments to give effect to either the B+L Separation or the proposed Solta IPO. Impacts of COVID-19 Pandemic The unprecedented nature of the COVID-19 pandemic has, and continues to, adversely impact the global economy. The COVID-19 pandemic and the 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 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 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 availability and effectiveness of vaccines for the COVID-19 virus, the ultimate geographic spread and duration of the pandemic, COVID-19 vaccine immunization rates, the extent and duration of a resurgence of the COVID-19 virus and variant strains thereof, such as the delta and omicron variants, 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. Changes in Reportable Segments Commencing in the first quarter of 2022, the Company operates in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International (formerly International Rx), (iv) Solta Medical and (v) Diversified Products. Prior to the first quarter of 2022, the Company operated in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International, (iv) Ortho Dermatologics and (v) Diversified Products. Prior period presentations have been recast to conform to the current segment reporting structure. See Note 19, “SEGMENT INFORMATION” for additional information. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2022 | |
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. The Company applies this method consistently for contracts with similar characteristics. The following tables present the activity and ending balances of the Company’s variable consideration provisions for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 134 19 581 471 51 1,256 Payments and credits (162) (54) (599) (359) (53) (1,227) Reserve balances, March 31, 2022 $ 194 $ 447 $ 926 $ 282 $ 43 $ 1,892 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $37 million and $36 million as of March 31, 2022 and January 1, 2022, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits during the three months ended March 31, 2022. Three Months Ended March 31, 2021 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2021 $ 190 $ 575 $ 779 $ 184 $ 85 $ 1,813 Current period provisions 147 34 602 462 55 1,300 Payments and credits (160) (56) (457) (483) (66) (1,222) Reserve balances, March 31, 2021 $ 177 $ 553 $ 924 $ 163 $ 74 $ 1,891 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $34 million and $32 million as of March 31, 2021 and January 1, 2021, respectively. Included as a reduction of Distribution fees in the table above are price appreciation credits of approximately $1 million during the three months ended March 31, 2021. 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 three months ended March 31, 2022 and 2021 is as follows. (in millions) 2022 2021 Balance, beginning of period $ 35 $ 39 Provision — (2) Write-offs — (1) Recoveries 3 — Foreign exchange and other — 1 Balance, end of period $ 38 $ 37 |
LICENSING AGREEMENTS AND DIVEST
LICENSING AGREEMENTS AND DIVESTITURE | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
LICENSING AGREEMENTS AND DIVESTITURE | LICENSING AGREEMENTS AND DIVESTITURE 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. Divestiture of Amoun Pharmaceutical Company S.A.E. (“Amoun”) On March 31, 2021, the Company announced that it and certain of its affiliates had entered into a definitive agreement to sell all of its equity interests in Amoun for total gross consideration of approximately $740 million (including the assignment to the purchasing entity of an intercompany loan granted by the Company to Amoun), subject to certain adjustments (the “Amoun Sale”). The Amoun Sale closed on July 26, 2021. As part of the Amoun Sale, cash generated by Amoun during the period from the locked-box date of January 1, 2021 through closing was for the benefit of the purchasing entity, subject to working capital during such period. Amoun manufactures, markets and distributes branded generics of human and animal health products. The Amoun business was part of the International segment (previously included within the former Bausch + Lomb/International segment) and was reclassified as held for sale as of December 31, 2020. As a result of meeting the criteria for held for sale classification, the carrying value of the Amoun business, was adjusted to its estimated fair value, less costs to sell, and the Company recognized an impairment loss of $68 million during the three months ended March 31, 2021, included within Asset impairments, including loss on assets held for sale in the Consolidated Statements of Operations. Revenues associated with Amoun were $60 million for the three months ended March 31, 2021. |
RESTRUCTURING, INTEGRATION, SEP
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS | RESTRUCTURING, INTEGRATION, SEPARATION AND IPO 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 March 31, 2022 was $15 million. The Company incurred $3 million and $3 million of restructuring and integration costs and made payments of $7 million and $5 million during the three months ended March 31, 2022 and 2021, respectively. Separation Costs, Separation-related Costs, IPO Costs and IPO-related Costs The Company has incurred, and will incur, costs associated with activities to effectuate the B+L Separation and the Solta IPO. These activities include: (i) separating the Bausch + Lomb and Solta Medical businesses from the remainder of the Company and (ii) registering the Bausch + Lomb and Solta Medical businesses as independent publicly traded entities. Separation and IPO costs are incremental costs directly related to the B+L Separation and Solta IPO and include, but are not limited to: (i) legal, audit and advisory fees, (ii) talent acquisition costs and (iii) costs associated with establishing a new board of directors and related board committees for the Bausch + Lomb and Solta Medical entities. Included in Restructuring, integration, separation and IPO costs for the three months ended March 31, 2022 and 2021 are Separation and IPO costs of $10 million and $9 million, respectively. The Company has also incurred, and will incur, Separation-related and IPO-related costs which are incremental costs indirectly related to the B+L Separation and Solta IPO. Separation-related and IPO-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 for the three months ended March 31, 2022 and 2021 are Separation-related and IPO-related costs of $24 million and $20 million, respectively. 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 | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 766 $ 749 $ 17 $ — $ 76 $ 58 $ 18 $ — Restricted cash and other settlement deposits $ 1,211 $ 1,211 $ — $ — $ 1,537 $ 1,537 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 1 $ — $ 1 $ — Liabilities: Acquisition-related contingent consideration $ 236 $ — $ — $ 236 $ 241 $ — $ — $ 241 Foreign currency exchange contracts $ 8 $ — $ 8 $ — $ — $ — $ — $ — 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 March 31, 2022, Restricted cash and other settlement deposits includes $1,210 million of payments into an escrow fund under the terms of a settlement agreement regarding certain U.S. securities litigation (which settlement agreement is subject to one objector’s appeal of the final court approval of the agreement), 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 resolution of the appeal of the final court approval of the settlement agreement, as discussed in Note 18, “LEGAL PROCEEDINGS”. There were no transfers into or out of Level 3 during the three months ended March 31, 2022. Cross-currency Swaps During 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 was the Company’s investment in certain euro-denominated subsidiaries. The Company unwound these cross-currency swaps during November 2021. Due to the unwinding of the cross-currency swaps during November 2021, there were no assets or liabilities associated with the cross-currency swaps included in the Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021. The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Loss and the Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Gain recognized in Other comprehensive loss $ — $ 41 Gain excluded from assessment of hedge effectiveness $ — $ 6 Location of gain of excluded component Interest Expense No portion of the cross-currency swaps was ineffective for the three months ended March 31, 2021. During the three months ended March 31, 2022 and 2021, the Company received $0 and $11 million, respectively, in interest settlements which are reported as investing activities in the Consolidated Statements of Cash Flows. Foreign Currency Exchange Contracts Since 2020, the Company has been entering into foreign currency exchange contracts. As of March 31, 2022, these contracts had an aggregate outstanding notional amount of $158 million. 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. 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. The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 are as follows: (in millions) March 31, December 31, Accrued and other current liabilities $ 8 $ — Prepaid expenses and other current assets $ 1 $ 1 Net fair value $ 7 $ 1 The following table presents the effect of the Company’s foreign exchange contracts on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Loss related to changes in fair value $ (7) $ (2) Gain (loss) related to settlements $ 7 $ (9) 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 March 31, 2022, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 6% to 18%, and a weighted average risk-adjusted discount rate of 7%. The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at March 31, 2022. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021: (in millions) March 31, 2022 March 31, 2021 Balance, beginning of period $ 241 $ 328 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 4 $ 5 Fair value adjustments due to changes in estimates of other future payments (1) (14) Acquisition-related contingent consideration 3 (9) Payments/Settlements (8) (6) Balance, end of period 236 313 Current portion included in Accrued and other current liabilities 43 111 Non-current portion $ 193 $ 202 Fair Value of Long-term Debt The fair value of long-term debt as of March 31, 2022 and December 31, 2021 was $21,963 million and $22,689 million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2) . |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consist of: (in millions) March 31, December 31, Raw materials $ 288 $ 279 Work in process 121 112 Finished goods 636 602 $ 1,045 $ 993 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: March 31, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,845 $ (16,452) $ 4,393 $ 20,842 $ (16,169) $ 4,673 Corporate brands 900 (489) 411 902 (473) 429 Product rights/patents 3,321 (3,191) 130 3,321 (3,174) 147 Partner relationships 154 (154) — 158 (158) — Technology and other 199 (199) — 207 (206) 1 Total finite-lived intangible assets 25,419 (20,485) 4,934 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,117 $ (20,485) $ 6,632 $ 27,128 $ (20,180) $ 6,948 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, including loss on assets held for sale for the three months ended March 31, 2022 were $8 million and include: (i) impairments of $4 million, in aggregate, due to decreases in forecasted sales of certain product lines, and (ii) impairments of $4 million, in aggregate, related to the discontinuance of certain product lines. Asset impairments, including loss on assets held for sale for the three months ended March 31, 2021 were $148 million and include: (i) $71 million, in aggregate, due to decreases in forecasted sales of certain product lines in the Ortho Dermatologics business, (ii) an adjustment of $68 million due to the loss on assets held for sale in connection with the Amoun Sale and (iii) impairments of $9 million, in aggregate, related to the discontinuance of certain product lines. Estimated amortization expense of finite-lived intangible assets for the remainder of 2022 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2022 2023 2024 2025 2026 2027 Thereafter Total Amortization $ 870 $ 1,023 $ 901 $ 794 $ 664 $ 627 $ 55 $ 4,934 Goodwill The changes in the carrying amounts of goodwill during the three months ended March 31, 2022 and the year ended December 31, 2021 were as follows: (in millions) Bausch + Lomb/ International Bausch + Lomb Salix International Ortho Dermatologics Solta Medical Diversified Products Total Balance, January 1, 2021 $ 5,704 $ — $ 3,159 $ — $ 1,267 $ — $ 2,914 $ 13,044 Realignment of segment goodwill (5,704) 5,395 — 887 — — (578) — Impairment — — — — (469) — — (469) Foreign exchange and other — (77) — (62) — — 21 (118) Balance, December 31, 2021 — 5,318 3,159 825 798 — 2,357 12,457 Realignment of segment goodwill — — — — (798) 115 683 — Foreign exchange and other — (26) — (14) — — 10 (30) Balance, March 31, 2022 $ — $ 5,292 $ 3,159 $ 811 $ — $ 115 $ 3,050 $ 12,427 Goodwill is not amortized but is tested for impairment at least annually on October 1st at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. The Company performs its annual impairment test by first assessing qualitative factors. Where the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed for that reporting unit (Step 1). 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 value of a reporting unit 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 quantitative fair value test is 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. To forecast a reporting unit’s cash flows the Company 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 are 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 change could be material. First Quarter 2021 - Realignment of Segments Commencing in the first quarter of 2021, the Company began operating in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International, (iv) Ortho Dermatologics and (v) Diversified Products. The Bausch + Lomb segment consisted of the: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units. The Salix segment consisted of the Salix reporting unit. The International segment consisted of the International (formerly International Rx) reporting unit. The Ortho Dermatologics segment consisted of the: (i) Ortho Dermatologics and (ii) Global Solta reporting units. The Diversified Products segment consisted of the: (i) Neurology and Other, (ii) Generics and (iii) Dentistry reporting units. This realignment in segment structure resulted in a change in the Company’s former International reporting unit, which was divided between the International Bausch + Lomb reporting unit and International reporting unit. In addition, as part of the realignment of segment structure, certain products historically included in the Generics reporting unit were included in the U.S. Bausch + Lomb reporting unit. As a result of this realignment, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. Goodwill previously reported in the former International reporting unit was reassigned to the International Bausch + Lomb and International reporting units, and a portion of goodwill previously reported in the former Generics reporting unit was reassigned to the U.S. Bausch + Lomb reporting unit. Immediately prior to the change in reporting units, the Company performed a qualitative fair value assessment for its former: (i) International and (ii) Generics reporting units. Based on the qualitative fair value assessment performed, Management believed that it was more likely than not that the carrying values of its former: (i) International and (ii) Generics reporting units were less than their respective fair values and therefore, concluded a quantitative assessment was not required. Immediately following the change in reporting units, as a result of the change in composition of the net assets for its: (i) International Bausch + Lomb, (ii) International and (iii) Generics reporting units, the Company performed a quantitative fair value test. The quantitative fair value test utilized a range of long-term growth rates of 1.0% to 3.0% and a range of discount rates between 11.0% and 12.25%, in estimation of the fair value of the reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 40%, and, therefore, there was no impairment to goodwill. In addition, as the U.S. Bausch + Lomb reporting unit had a change in composition of its net assets related to certain products historically included in the Generics reporting unit now being included in the U.S. Bausch + Lomb reporting unit, the Company performed a qualitative assessment of this reporting unit. Based on the qualitative fair value assessment performed, Management believed that it was more likely than not that the carrying value of its current U.S. Bausch + Lomb reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required. 2021 Interim Goodwill Impairment Testing During the interim periods of 2021, with the exception of the Ortho Dermatologics reporting unit, no events occurred, or circumstances changed that would indicate that the fair value of any other reporting unit might be below its carrying value and therefore, no impairments were recorded. During the three months ended March 31, 2021, management identified launches of certain Ortho Dermatologics products which were not going to achieve their trajectories as forecasted once the social restrictions associated with the COVID-19 pandemic began to ease in the U.S. and offices of health care professionals could reopen. In addition, insurance coverage pressures within the U.S. continued to persist limiting patient access to topical acne and psoriasis products. In light of these developments, during the first quarter of 2021, the Company began taking steps to: (i) redirect its R&D spend to eliminate projects it had identified as high cost and high risk, (ii) redirect a portion of its marketing and product development outside the U.S. to geographies where there is better patient access and (iii) reduce its cost structure to be more competitive. As a result, during the three months ended March 31, 2021, the Company revised its long-term forecasts for the Ortho Dermatologics reporting unit. Management believed that these events were indicators that there was less headroom as of March 31, 2021 as compared to the headroom calculated on the date goodwill was last tested for impairment (October 1, 2020). Therefore, a quantitative fair value test for the Ortho Dermatologics reporting unit was performed. The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the first quarter of 2021 to reflect the business changes previously discussed, including a range of potential outcomes, along with a long-term growth rate of 1.0% and a range of discount rates between 9.0% and 10.0%. Based on the quantitative fair value test, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value at March 31, 2021, and the Company recognized a goodwill impairment of $469 million. Second Quarter 2021 - Realignment of Bausch + Lomb Reporting Units Commencing in the second quarter of 2021, the Company changed the way it reviews the financial information of its Bausch + Lomb segment. Beginning in the second quarter of 2021, management no longer reviews the financial information of its Bausch + Lomb segment on a geographic basis, but instead reviews this financial information on a business line basis. This change created a change in the reporting units of the Bausch + Lomb segment. After the change, under its business line view, the Bausch + Lomb segment consisted of the global: (i) Vision Care / Consumer Products, (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units. Prior to the second quarter of 2021, under the geographic view, the Bausch + Lomb segment consisted of the former: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units. As a result of the realignment, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. The change in Bausch + Lomb reporting units did not impact the reported revenues and segment profits of the Bausch + Lomb segment for any prior periods. Immediately prior to the change in its Bausch + Lomb reporting units, the Company performed a qualitative fair value assessment for its former reporting units. Based on the qualitative fair value assessment, management believed that it was more likely than not that the carrying values of its former: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units were less than their respective fair values and, therefore, concluded a quantitative assessment was not required. As a result of the change in composition of net assets, the Company performed a quantitative fair value test of its new: (i) Vision Care / Consumer Products, (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units immediately following the change in the Bausch + Lomb segment. The quantitative fair value test utilized long-term growth rates of 2.0% and 3.0% and a range of discount rates between 7.0% and 10.0%, in estimation of the fair value of the reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 45%, and, therefore, there was no impairment to goodwill. 2021 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2021 by first assessing qualitative factors. Based on its qualitative assessment as of October 1, 2021, management believed that, with the exception of the Ortho Dermatologics reporting unit, it was more likely than not that the carrying amounts of its reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for those reporting units was not required. As part of its qualitative assessment of the Ortho Dermatologics reporting unit as of October 1, 2021, the Company considered, among other matters, the limited headroom as a result of the impairment to the goodwill of the Ortho Dermatologics reporting unit when last tested (March 31, 2021) and macroeconomic factors such as higher than expected inflation for many commodities, volatility in many of the equity markets and pressures on market interest rates. The Company believed that these facts and circumstances may suggest that it was more likely than not that the fair value of the Ortho Dermatologics reporting unit was less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The Company performed a quantitative fair value test for the Ortho Dermatologics reporting unit as of October 1, 2021, utilizing a long-term growth rate of 1.0% and a discount rate of 9.0%, in estimation of the fair value of this reporting unit. Based on the quantitative fair value test, the fair value of the Ortho Dermatologics reporting unit was approximately 10% greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit. First Quarter 2022 - Realignment of Segments Commencing in the first quarter of 2022, the Company began operating in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International, (iv) Solta Medical and (v) Diversified Products. The Bausch + Lomb segment consists of the: (i) Vision Care / Consumer Products, (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units. The Salix segment consists of the Salix reporting unit. The International segment consists of the International reporting unit. The Solta Medical segment consists of the Global Solta reporting unit. The Diversified Products segment consists of the: (i) Neurology and Other, (ii) Generics, (iii) Ortho Dermatologics and (iv) Dentistry reporting units. As such, the new segment structure does not impact the Company’s reporting units but realigns the two reporting units of the former Ortho Dermatologics segment whereby the Ortho Dermatologics reporting unit is now part of the current Diversified Products segment and the Solta reporting unit is now its own operating and reportable segment, and therefore management concluded that a quantitative fair value test was not required. See Note 19, “SEGMENT INFORMATION” for additional information. March 31, 2022 Interim Assessment of Goodwill The Company continues to monitor market conditions which could impact the previous valuation of Ortho Dermatologics reporting unit. During the three months ended March 31, 2022, macroeconomic factors have impacted interest rates and the U.S. inflation rate is higher than previously expected. Given the limited headroom calculated on October 1, 2021, the Company believed that these facts and circumstances suggest the fair value of the Ortho Dermatologics reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the first quarter of 2022 and utilized a long-term growth rate of 1% and a discount rate of 9%. The discount rate contemplates changes in the current macroeconomic conditions noting certain inputs such as the risk free rate increased over the three months ended March 31, 2022, and was offset by decreases in other reporting unit specific risks during the same period. Based on the quantitative fair value test, the fair value of the Ortho Dermatologics reporting unit was less than 2% greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit. If market conditions deteriorate requiring management to revise its assumptions such as its long-term growth or discount rates, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future and those charges could be material. No other events occurred or circumstances changed during the period October 1, 2021 (the last time goodwill was tested for all other reporting units) through March 31, 2022 that would indicate that the fair value of any reporting unit, other than the Ortho Dermatologics reporting unit, might be below its carrying value. Accumulated goodwill impairment charges through March 31, 2022 were $4,180 million. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) March 31, December 31, Legal matters and related fees $ 1,530 $ 1,890 Product rebates 889 908 Product returns 447 482 Interest 372 328 Employee compensation and benefit costs 283 336 Income taxes payable 80 98 Other 702 749 $ 4,303 $ 4,791 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 (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 $ — $ — $ 285 $ 285 June 2025 Term Loan B Facility June 2025 2,629 2,577 2,829 2,772 November 2025 Term Loan B Facility November 2025 994 985 994 984 Senior Secured Notes: 5.50% Secured Notes November 2025 1,750 1,740 1,750 1,739 6.125% Secured Notes February 2027 1,000 986 — — 5.75% Secured Notes August 2027 500 495 500 495 4.875% Secured Notes June 2028 1,600 1,581 1,600 1,580 Senior Unsecured Notes: 6.125% April 2025 2,650 2,640 2,650 2,640 9.00% December 2025 1,500 1,483 1,500 1,482 9.25% April 2026 1,500 1,490 1,500 1,489 8.50% January 2027 1,750 1,754 1,750 1,754 7.00% January 2028 750 743 750 743 5.00% January 2028 1,250 1,238 1,250 1,238 6.25% February 2029 1,500 1,484 1,500 1,483 5.00% February 2029 1,000 990 1,000 990 7.25% May 2029 750 743 750 742 5.25% January 2030 1,250 1,237 1,250 1,237 5.25% February 2031 1,000 990 1,000 989 Other Various 12 12 12 12 Total long-term debt and other $ 23,385 23,168 $ 22,870 22,654 Less: Current portion of long-term debt and other — — Non-current portion of long-term debt $ 23,168 $ 22,654 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 March 31, 2022, the amount available for restricted payments under the “builder basket” in the Company’s most restrictive indentures (as defined by those indentures) was approximately $13,900 million (although such availability is subject to the Company’s compliance with a 2.00:1.00 fixed charge coverage ratio). The 2023 Revolving Credit Facility (as defined below) also contains a financial maintenance covenant that, prior to giving effect to the Second Amendment (as defined below), required the Company to maintain a first lien net leverage ratio of not greater than 4.00:1.00. The financial maintenance covenant may be waived or amended without the consent of the term loan facility lenders and contains a customary term loan facility standstill. As of March 31, 2022, the Company was in compliance with its financial maintenance covenant related to its debt obligations. The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations over that same period. The Company continues to take steps to improve its operating results to ensure continual compliance with its financial maintenance covenant and may take other actions to reduce its debt levels to align with the Company’s long-term strategy, including divesting other businesses, refinancing debt and issuing equity or equity-linked securities as deemed appropriate. Senior Secured Credit Facilities On 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 (the “2018 Restated Credit Agreement”) with a syndicate of financial institutions and investors as lenders. Prior to the Second Amendment (as defined below), the 2018 Restated Credit Agreement provided for a revolving credit facility of $1,225 million, maturing 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 were borrowers with respect to the 2023 Revolving Credit Facility. Borrowings under the 2023 Revolving Credit Facility could be made in U.S. dollars or Canadian dollars (or if an amendment to the 2018 Restated Credit Agreement was made to replace LIBOR with an alternative benchmark rate with respect to borrowings under the Revolving Credit Facility denominated in euros, euros). Description of Senior Secured Credit Facilities as of March 31, 2022 The following description describes the 2018 Restated Credit Agreement as in effect on March 31, 2022, prior to giving effect to the Second Amendment (as defined below). 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 2018 Restated Credit Agreement), (b) the federal funds effective rate plus 1/2 of 1.00% or (c) the eurocurrency rate (as defined in the 2018 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, when available, are expected to bear interest at a term benchmark 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 is at no time expected to 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 2018 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, decrease based on leverage ratios and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the 2018 Restated Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the 2018 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, decrease based on leverage ratios and net proceeds threshold). 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 March 31, 2022, 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 3.21% and 2.96% 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 March 31, 2022, there were no remaining mandatory quarterly amortization payments for the Senior Secured Credit Facilities. 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 March 31, 2022, the stated rate of interest on the 2023 Revolving Credit Facility was 2.96% per annum. As of March 31, 2022, the Company had no outstanding borrowings, $54 million of issued and outstanding letters of credit and remaining availability of $1,171 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 2018 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 (non-GAAP) (as defined in the 2018 Restated Credit Agreement), subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to, in the case of secured debt, a secured leverage ratio of not greater than 3.50:1.00, and, in the case of unsecured debt, either 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. As more fully discussed in Note 20, “SUBSEQUENT EVENTS”, on May 10, 2022 in connection with the B+L IPO, the Company completed a series of transactions in which among other things: (i) Bausch + Lomb entered into a new credit facility, (ii) the Company repaid certain amounts outstanding under its existing term B loans, (iii) the Company refinanced the remaining amounts outstanding under its credit facilities and (iv) the Company discharged the indenture governing the 6.125% Senior Unsecured Notes due 2025 (the “April 2025 Unsecured Notes” and the related indenture the “April 2025 Unsecured Notes Indenture”) with, among other sources, the net proceeds from the February 2027 Secured Notes (defined below). Senior Secured Notes The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the 2018 Restated Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). In connection with the closing of the B+L IPO, the discharge of the 6.125% Notes Indenture and the related release in respect of the 2018 Restated Credit Agreement, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released. 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 2022 Restated Credit Agreement (as defined below) 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. 4.875% Senior Secured Notes due 2028 - June 2021 Refinancing Transactions On June 8, 2021, the Company issued $1,600 million aggregate principal amount of 4.875% Senior Secured Notes due June 2028 (the “June 2028 Secured Notes”) in a private placement. The proceeds and cash on hand were used to: (i) repurchase a portion and redeem the remainder of $1,600 million of 7.00% Senior Secured Notes due 2024 (the “March 2024 Secured Notes”), representing the remaining outstanding principal balance of the March 2024 Secured Notes and (ii) pay all fees and expenses associated with these transactions (collectively, the “June 2021 Refinancing Transactions”). The June 2021 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $38 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Interest on the June 2028 Secured Notes is payable semi-annually in arrears on each June 1 and December 1. The June 2028 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after June 1, 2024, at the redemption prices set forth in the June 2028 Secured Notes indenture. The Company may redeem some or all of the June 2028 Secured Notes prior to June 1, 2024 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of the redemption plus a “make-whole” premium. In addition, at any time prior to June 1, 2024, the Company may redeem up to 40% of the aggregate principal amount of the June 2028 Secured Notes using the net proceeds of certain equity offerings at the redemption price set forth in the June 2028 Secured Notes indenture. 6.125% Senior Secured Notes due 2027 - February 2022 Financing On February 10, 2022, the Company issued $1,000 million aggregate principal amount of 6.125% senior secured notes due February 2027 (the “February 2027 Secured Notes”). As discussed in further detail below, the proceeds from the February 2027 Secured Notes, along with proceeds from the B+L IPO, the 2027 Term Loans and the B+L Debt Financing (each as defined below) and cash on hand, were used to deposit funds sufficient to redeem in full all outstanding April 2025 Unsecured Notes and for the Credit Agreement Refinancing. The February 2027 Secured Notes accrue interest at a rate of 6.125% per year, payable semi-annually in arrears on each February and August. The February 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after February 2024, at the redemption prices set forth in the indenture. The Company may redeem some or all of the February 2027 Secured Notes prior to February 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 2024, the Company may redeem up to 40% of the aggregate principal amount of the February 2027 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. Senior Unsecured Notes The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit Facilities. The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes. In connection with the closing of the B+L IPO, the discharge of the April 2025 Unsecured Notes Indenture and the related release in respect of the 2018 Restated Credit Agreement, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released. 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. Weighted Average Stated Rate of Interest The weighted average stated rate of interest for the Company’s outstanding debt obligations as of March 31, 2022 and December 31, 2021 was 5.97% and 5.88%, respectively. Maturities Maturities of debt obligations for the remainder of 2022, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2022 $ — 2023 — 2024 — 2025 9,523 2026 1,500 2027 3,250 Thereafter 9,112 Total debt obligations 23,385 Unamortized premiums, discounts and issuance costs (217) Total long-term debt and other $ 23,168 In connection with the closing of the B+L IPO, the conditions to the Company’s previously announced redemption of its April 2025 Unsecured Notes were satisfied. On May 10, 2022, the Company caused sufficient funds for the redemption in full of the April 2025 Unsecured Notes at a redemption price of 101.021% of the principal amount thereof to be irrevocably deposited with the Bank of New York Mellon, N.A., as trustee under the April 2025 Unsecured Notes Indenture and the April 2025 Unsecured Notes was discharged. The April 2025 Unsecured Notes will be redeemed on May 16, 2022. In addition, as of May 10, 2022, the Company has drawn $350 million on the 2027 Revolving Credit Facility (defined below). |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2022 2021 2022 2021 2022 2021 Service cost $ — $ — $ 1 $ 1 $ — $ — Interest cost 1 1 1 1 — — Expected return on plan assets (2) (3) (1) (1) — — Amortization of prior service credit and other — — — — (1) (1) Net periodic (benefit) cost $ (1) $ (2) $ 1 $ 1 $ (1) $ (1) |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATIONIn 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 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 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 8,542,000 common shares were available for future grants as of March 31, 2022. 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 awards that: (i) vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”), (ii) vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”) and (iii) vest fully or partially upon attainment of certain goals that are linked to the B+L Separation. The following table summarizes the components and classification of share-based compensation expenses related to stock options and RSUs for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Stock options $ 4 $ 4 RSUs 28 27 $ 32 $ 31 Research and development expenses $ 3 $ 3 Selling, general and administrative expenses 29 28 $ 32 $ 31 Share-based awards granted for the three months ended March 31, 2022 and 2021 consist of: 2022 2021 Stock options Granted 2,545,000 1,343,000 Weighted-average exercise price $ 24.08 $ 32.56 Weighted-average grant date fair value $ 6.63 $ 11.45 Time-based RSUs Granted 1,662,000 2,560,000 Weighted-average grant date fair value $ 24.21 $ 32.45 TSR performance-based RSUs Granted — 400,000 Weighted-average grant date fair value $ — $ 56.04 ROTC performance-based RSUs Granted — 413,000 Weighted-average grant date fair value $ — $ 31.72 B+L Separation performance-based RSUs Granted — 132,000 Weighted-average grant date fair value $ — $ 32.56 As of March 31, 2022, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $134 million, which will be amortized over a weighted-average period of 1.84 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Mar. 31, 2022 | |
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) March 31, December 31, Foreign currency translation adjustment $ (1,961) $ (1,905) Pension and postretirement benefit plan adjustments, net of income taxes (13) (19) $ (1,974) $ (1,924) Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently reinvested. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 3 Months Ended |
Mar. 31, 2022 | |
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 (in millions) 2022 2021 Product related research and development $ 121 $ 105 Quality assurance 6 7 $ 127 $ 112 |
OTHER EXPENSE (INCOME), NET
OTHER EXPENSE (INCOME), NET | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE (INCOME), NET | OTHER EXPENSE (INCOME), NET Other expense (income), net consists of: Three Months Ended (in millions) 2022 2021 Litigation and other matters $ (1) $ — Acquisition-related contingent consideration 3 (9) Gain on sale of assets, net — (23) Acquired in-process research and development costs — 2 $ 2 $ (30) Gain on sale of assets, net for the three months ended March 31, 2021, includes $25 million related to the achievement of a milestone related to a certain product. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
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. 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 three months ended March 31, 2022 was $16 million and included: (i) $14 million of income tax expense for the Company’s ordinary loss for the three months ended March 31, 2022 and (ii) $30 million of net income tax benefit for discrete items, which includes: (a) $36 million of net income tax benefit tax provision recognized for changes in uncertain tax positions, and (b) a $6 million tax provision associated with filing certain tax returns. Provision for income taxes for the three months ended March 31, 2021 was $16 million and included: (i) $49 million of net income tax provision for discrete items, which includes: (a) a $46 million tax provision related to potential and recognized withholding tax on intercompany dividends, (b) a $6 million tax benefit associated with the filing of certain tax returns, (c) a $6 million tax benefit related to a deduction for stock compensation (d) a $3 million tax provision recognized for changes in uncertain tax positions and (ii) $33 million of income tax benefit for the Company’s ordinary loss for the three months ended March 31, 2021. 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 $2,252 million and $2,222 million as of March 31, 2022 and December 31, 2021, respectively. The decrease was primarily due to loss in Canada. The Company will continue to assess the need for a valuation allowance on a go-forward basis. On October 8, 2021, the Organisation for Economic Co-operation and Development (“OECD”)/G20 inclusive framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform originally agreed on July 1, 2021, and a timetable for implementation by 2023. The Inclusive Framework plan has now been agreed to by 141 OECD members, including several countries which did not agree to the initial plan. Under pillar one, taxing rights over multinational businesses with global turnover above €20 billion and a profit margin above 10% will generally be re-allocated to market jurisdictions. Under pillar two, the Inclusive Framework has agreed on a global minimum corporate tax rate of 15% for companies with revenue above €750 million, calculated on a country-by-country basis. On October 30, 2021, the G20 formally endorsed the new global minimum corporate tax rate rules. The Inclusive Framework agreement must now be implemented by the OECD Members who have agreed to the plan, effective in 2023. On December 20, 2021, the OECD published model rules to implement the pillar two rules, which are generally consistent with agreements reached by the Inclusive Framework in October 2021. Additional guidance is expected to be published in 2022. The Company will continue to monitor the implementation of the Inclusive Framework agreement by the countries in which we operate. While the Company is unable to predict when and how the Inclusive Framework agreement will be enacted into law in these countries, it is possible that the implementation of the Inclusive Framework agreement, including the global minimum corporate tax rate could have a material effect on the Company’s liability for corporate taxes and the Company’s consolidated effective tax rate. As of March 31, 2022 and December 31, 2021, the Company had $876 million and $927 million of unrecognized tax benefits, which included $43 million and $41 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of March 31, 2022, $196 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 March 31, 2022 could decrease by approximately $21 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 March 31, 2022 with regard to proposed audit adjustments was updated to reflect an updated assessment received for 2015 which would primarily result in a loss of tax attributes that are subject to a full valuation allowance. In 2017, the Company undertook an internal restructuring in the form of what is commonly known as a Granite Trust transaction, which resulted in a recorded capital loss (the “2017 capital loss”). In the U.S., the 2014 tax year remains open to the extent of the portion of the 2017 capital loss carried back to that year. The Internal Revenue Service (“IRS”) is continuing its examination of 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. Recently, the Company has received a notice of proposed adjustment from the IRS that would disallow the 2017 capital loss. To date, the Company has not received an assessment from the IRS but expects to receive a notice of proposed tax deficiency. The Company intends to contest any proposed tax deficiency through the IRS administrative appeals process, and if necessary, appropriate litigation. If the Company were ultimately unsuccessful in defending its position, and all or a substantial portion of the 2017 capital loss deduction were disallowed, the Company estimates, in a worst case scenario, that it could be liable for additional income taxes (excluding penalties and interest) of up to $2,100 million, which could have an adverse effect on the Company’s financial condition and results of operations. The Company intends to vigorously defend its position, including through appropriate litigation, if necessary, and ultimately believes it will sustain its deduction of the 2017 capital loss, and, accordingly, no income tax provision has been recorded. The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through 2020. 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 Taxation Office for various years beginning in 2011 through 2017. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Consolidated Financial Statements. Certain affiliates of the Company in regions outside of Canada, the U.S., Germany and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Consolidated Financial Statements. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Net loss per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended (in millions, except per share amounts) 2022 2021 Net loss attributable to Bausch Health Companies Inc. $ (69) $ (610) Basic and diluted weighted-average common shares outstanding 360.8 356.8 Basic and diluted loss per share attributable to Bausch Health Companies Inc. $ (0.19) $ (1.71) During the three months ended March 31, 2022 and 2021, 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 3,600,000 and 6,657,000 common shares for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022 and 2021, time-based RSUs, performance-based RSUs and stock options to purchase approximately 9,332,000 and 4,846,000 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 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2022 | |
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 20, “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, 2021, filed with the SEC and the CSA on February 23, 2022. Except as described below, there have been no material updates or developments with respect to any such proceedings or actions during the three months ended March 31, 2022. 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 March 31, 2022, the Company’s Consolidated Balance Sheets includes accrued current loss contingencies of $1,530 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 March 31, 2022, 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 20, “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, 2021, filed with the SEC and the CSA on February 23, 2022. These matters include: Investigation by the U.S. Attorney’s Office for the District of Massachusetts - re OraPharma 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). On January 31, 2021, the District Court issued an order granting final approval of this settlement. On February 4, 2021, Timber Hill LLC filed a notice of appeal of the Court’s final approval order, which overruled its objections to the allocation of settlement proceeds as between common stock and options. On March 1, 2021, Cathy Lochridge filed a notice of appeal of the Court’s final approval order, which overruled her objections as to the attorneys’ fees awarded to class counsel. On October 14, 2021, Timber Hill LLC dismissed its appeal of the final approval order. On December 20, 2021, the Third Circuit denied Lochridge’s appeal. On January 3, 2022, Lochridge filed a petition for rehearing of the appeal en banc which remains pending. 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. This settlement received final approval from the court on January 31, 2021 and 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. The settlement remains subject to appeal of the final court approval (as such appeal is further described above). 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 payments have been paid into an escrow account in accordance with the payment schedule outlined in the settlement agreement. These payments, less certain settlement expenses and attorneys’ fees, will remain in escrow until resolution of the appeal of the final court approval of the settlement agreement. The opt-out litigations discussed below remain ongoing. As of March 31, 2022, Restricted cash and other settlement deposits includes an aggregate $1,210 million of: (i) payments in the escrow fund and (ii) certain disbursements for settlement expenses and attorney’s fees. Disbursements for attorney’s fees remain refundable until resolution of the appeal of the final court approval of the settlement agreement. 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. These actions were captioned previously in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022. Sixteen 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 twenty-one 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 16, 2021, the Court of Appeals granted plaintiffs’ appeal in the Aly action. This action has been remanded to the District Court. 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. On December 30, 2020, the Court entered a stipulation of voluntary dismissal in the BlueMountain action. On February 18, 2021, and March 10, 2021, the Court entered stipulations of voluntary dismissal in the T. Rowe, BloombergSen, Principal Funds, Pentwater, Lord Abbett, Equity Trustees, and UC Regents actions. On April 30, 2021, the Court entered a stipulation of voluntary dismissal in the Florida SBA action. On July 20, 2021, the Court entered a stipulation of voluntary dismissal in the Janus 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 herein. These actions were captioned previously in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022. 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, was 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. Court approval of the settlement was granted after a hearing on November 16, 2020. The Catucci action has now been dismissed against the Company, its current and former directors and officers, its underwriters and its insurers. 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, the California State Teachers’ Retirement System (“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. The appeal was heard on September 29, 2021 and, by judgment dated October 29, 2021, the appeals were dismissed. 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. A hearing was held on February 17, 2021 with respect to whether CalSTRS would be permitted to file the proposed amended proceedings. On June 9, 2021, the Quebec Superior Court granted the Company’s application to strike the new allegations from its Quebec Securities Act claim, but permitted the amendments to its claim under the Quebec Civil Code. On December 8, 2021, CalSTRS delivered its amended pleadings. On March 17, 2021, four additional opt-outs from the Catucci class issued a Statement of Claim in the Ontario Superior Court of Justice. That proceeding is captioned The Bank of Korea et al. v. Valeant Pharmaceuticals International Inc. et al. (Court File No. 21-006589666-0000). In addition, these plaintiffs also served and filed a motion for leave to pursue claims under the Ontario Securities Act. The allegations in this proceeding are similar to those made by the plaintiffs in the Catucci class action and the plaintiffs in the opt-out actions described above. 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. On August 4, 2021, the Company executed a stipulation of settlement for this action and, on August 17, 2021, the Court preliminarily approved the settlement. On December 6, 2021 the Special Master overseeing this litigation issued a report and recommendation recommending final approval of the settlement, and on February 22, 2022 the settlement was approved by the district court. The time to appeal the district court’s final approval order expired on March 24, 2022. Other Securities and RICO Class Actions and Related Matters As referenced above, during the three months ended March 31, 2022, 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 20, “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, 2021, filed with the SEC and the CSA on February 23, 2022. Such matters include: 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.; Case No. 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. (the “Allergan Securities Litigation”) (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 the SEC Investigation and certain of the other investigations described under “Complete or Inactive Matters” in Note 20, “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, 2020, filed with the SEC and the CSA on February 24, 2021 and under “Governmental and Regulatory Inquiries” and “Complete or Inactive 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 and the CSA on February 19, 2020 (under the 2015-2016 coverage period). On July 20, 2021, the Company entered into settlement agreements with the insurers in the 2015-2016 coverage period in which the Company agreed to resolve its claims for insurance coverage in connection with the U.S. Securities Litigation and the Canadian Securities Litigation and related opt-out litigation and related investigations matters described above. On that same day, the Company entered into settlement agreements with two of its insurers in the 2013-2014 coverage period in which the Company agreed to resolve its claims against those two insurers only for insurance coverage in connection with the Allergan Securities Litigation. As a result of all of the settlement agreements entered into with the insurers on July 20, 2021, the Company has received an aggregate sum of $213 million. The Company’s insurance claims with respect to the Allergan Securities Litigation against the remaining insurers in the 2013-2014 coverage period remain pending. 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. 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. In December 2020, the court denied the Company’s motion to dismiss as to the insurer plaintiff’s direct claims but dismissed the insurer plaintiff’s indirect claims. On February 2, 2021, the insurer plaintiff’s motion for leave to amend its complaint was denied. These actions were consolidated and coordinated in In re Glumetza Antitrust Litigation , Case No. 3:19-cv-05822-WHA (the “ In re Glumetza Antitrust Litigation ”). The lawsuits alleged 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 alleged 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 sought damages under federal antitrust laws for claims based on direct purchases. On February 8, 2021, the insurer plaintiff filed an action asserting its indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others (the “State Court Action”) (discussed in further detail below, see Glumetza State-Law Insurer Litigations ). Defendants’ demurrer in the State Court Action was heard on September 22, 2021. On July 26, 2021, the Company reached an agreement in principle and, thereafter, on September 14, 2021, executed a final settlement agreement to resolve the class plaintiffs’ claims for $300 million, subject to court approval. On August 1, 2021, the Company also reached an agreement in principle to resolve the non-class direct purchaser plaintiffs’ claims, described above, for additional consideration. A final settlement agreement with the non-class direct purchaser plaintiffs was executed on August 6, 2021. As part of the settlements, the Company admitted no liability as to the claims against it and denied all allegations of wrongdoing. On September 20, 2021, the insurer plaintiff voluntarily dismissed its claims in the consolidated federal action. By stipulation, the insurer plaintiff has asserted its direct opt-out claims in the State Court Action, resulting in the consolidation of all of its opt-out claims in the State Court Action. On September 22, 2021, the court granted preliminary approval of the class settlement agreement and vacated the October 2021 trial date and all other pre-trial deadlines in the consolidated actions. On February 3, 2022, the court granted final approval of the class settlement and ordered dismissal of the class plaintiffs’ claims. The deadline to appeal the final approval of the class settlement has now passed, and the settlements have resolved and discharged all asserted class and direct purchaser non-class claims against the Company in the In re Glumetza Antitrust Litigation . 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 paragraph, 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 lawsuits, which have been brought as putative class actions by direct purchasers, end payers, and indirect resellers, and as direct actions by direct purchasers, end payers, insurers, States, and various Counties, Cities, and Towns, have been consolidated into the MDL. There are also additional, separate complaints which have been consolidated in the same MDL that do not name the Company or any of its subsidiaries as a defendant. There are cases pending 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 in the cases. The cases have been placed in deferred status. The Company disputes the claims against it and continues to defend itself vigorously. Additionally, Bausch Health Companies Inc. and certain U.S. and Canadian subsidiaries (for the purposes of this paragraph, collectively the "Company”) have been named as defendants in a proposed class proceeding entitled Kathryn Eaton v. Teva Canada Limited, et al. in the Federal Court in Toronto, Ontario, Canada (Court File No. T-607-20). The plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private sector, alleging that the Company and other defendants violated the Competition Act by conspiring to allocate the market, fix prices, and maintain the supply of generic drugs, and seeking damages under federal law. The proposed class action contains similar allegations to the In re: Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States Court for the Eastern District of Pennsylvania. The Company disputes the claims against it and will defend itself vigorously. Glumetza State-Law Insurer Litigations On February 8, 2021, the insurer plaintiff from the federal In re Glumetza Antitrust Litigation , Case No. 3:19-cv-05822- WHA (N.D. Cal.) (the “ In re Glumetza Antitrust Litigation ”) (discussed in further detail above) filed an action asserting its indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others (the “State Court Action”). The State Court Action alleges 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 State Court Action alleges that the settlement agreement resulted in higher prices for Glumetza ® and its generic equivalent both prior to and after generic entry. On September 20, 2021, the parties stipulated that the insurer plaintiff’s direct opt-out claims from In re Glumetza Antitrust Litigation , discussed above, were deemed asserted in the State Court Action. Defendants’ demurrer in the State Court Action was heard on September 22, 2021. On November 29, 2021, the court denied the motion in part and granted it in part as to certain state law claims, with leave to amend. The insurer plaintiff did not amend the complaint. Defendants’ answers were filed on February 3, 2022. On April 5, 2022, Health Care Service Corporation filed an action with similar substantive allegations and similar indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others. The Company disputes the claims and intends to vigorously defend these matters. 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 Xifaxan ® 550mg, Bryhali ® , Duobrii ® , Trulance ® , Lumify ® and Relistor ® Injection in the United States and Jublia ® in Canada, or other similar suits. 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 Abbreviated New Drug Application (“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 26 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. Trial in this matter was held in March 2022. A decision is pending. Post-t |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments In connection with the planned separation of its Solta business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc., the Company has begun managing its operations in a manner which is consistent with the organizational structure of the two separate entities as proposed by the Solta IPO. As a result, during the first quarter of 2022, the Company’s Chief Executive Officer (“CEO”), who is the Company’s Chief Operating Decision Maker, commenced managing the business differently through changes in its operating and reportable segments, which necessitated a realignment of the Company’s historical segment structure. This realignment is consistent with how the Company’s CEO currently: (i) assesses operating performance on a regular basis, (ii) makes resource allocation decisions and (iii) designates responsibilities of his direct reports. Pursuant to these changes, effective in the first quarter of 2022, the Company operates in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International (formerly International Rx), (iv) Solta Medical and (v) Diversified Products. The new segment structure does not impact the Company’s reporting units but realigns the two reporting units of the former Ortho Dermatologics segment whereby its medical dermatology reporting unit (Ortho Dermatologics) is now part of the current Diversified Products segment and the Solta reporting unit is now the sole reporting unit of the new Solta Medical segment. Prior period presentation of segment revenues and segment profits has been recast to conform to the current segment reporting structure. The following is a brief description of the Company’s segments: • The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Consumer, Surgical and Ophthalmic Pharmaceuticals products. • The Salix segment consists of sales in the U.S. of GI products. • The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta aesthetic medical devices, outside the U.S. and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical products and OTC products. • The Solta Medical segment consists of global sales of Solta aesthetic medical 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, (iii) Ortho Dermatologics (dermatological) products and (iv) 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, separation and IPO costs and Other (income) expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and incurs certain expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In assessing segment performance and managing operations, management does not review segment assets. Furthermore, a portion of share-based compensation is considered a corporate cost, since the amount of such expense depends on company-wide performance rather than the operating performance of any single segment. Segment Revenues and Profits Segment revenues and profits were as follows: Three Months Ended March 31, (in millions) 2022 2021 Revenues: Bausch + Lomb $ 889 $ 881 Salix 464 472 International 244 306 Solta Medical 72 72 Diversified Products 249 296 $ 1,918 $ 2,027 Segment profits: Bausch + Lomb $ 206 $ 239 Salix 322 327 International 91 109 Solta Medical 35 41 Diversified Products 158 200 812 916 Corporate (194) (181) Amortization of intangible assets (310) (357) Goodwill impairments — (469) Asset impairments, including loss on assets held for sale (8) (148) Restructuring, integration, separation and IPO costs (13) (12) Other income (expense), net (2) 30 Operating income (loss) 285 (221) Interest income 2 2 Interest expense (362) (368) Loss on extinguishment of debt — (5) Foreign exchange and other (7) 1 Loss before provision for income taxes $ (82) $ (591) Revenues by Segment and Product Category Revenues by segment and product category were as follows: (in millions) Bausch + Lomb Salix International Solta Medical Diversified Products Total Three Months Ended March 31, 2022 Pharmaceuticals $ 110 $ 464 $ 65 $ — $ 205 $ 844 Devices 386 — — 72 — 458 OTC 335 — 38 — 2 375 Branded and Other Generics 52 — 133 — 36 221 Other revenues 6 — 8 6 20 $ 889 $ 464 $ 244 $ 72 $ 249 $ 1,918 Three Months Ended March 31, 2021 Pharmaceuticals $ 121 $ 470 $ 59 $ — $ 242 $ 892 Devices 382 — — 72 — 454 OTC 320 — 25 — 2 347 Branded and Other Generics 51 — 212 — 47 310 Other revenues 7 2 10 — 5 24 $ 881 $ 472 $ 306 $ 72 $ 296 $ 2,027 The top ten products for the three months ended March 31, 2022 and 2021 represented 44% and 40% of total revenues for the three months ended March 31, 2022 and 2021, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended March 31, (in millions) 2022 2021 U.S. and Puerto Rico $ 1,115 $ 1,162 China 103 110 Canada 78 76 Poland 76 62 Mexico 61 69 France 57 54 Japan 51 60 Germany 45 42 United Kingdom 28 25 Russia 25 31 Spain 21 19 Italy 20 17 South Korea 19 20 Other 219 280 $ 1,918 $ 2,027 Certain reclassifications have been made and are reflected in the table above. Major Customers Customers that accounted for 10% or more of total revenues were as follows: Three Months Ended March 31, 2022 2021 AmerisourceBergen Corporation 18% 18% McKesson Corporation (including McKesson Specialty) 14% 16% Cardinal Health, Inc. 13% 12% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Initial Public Offering The registration statement related to the B+L IPO was declared effective on May 5, 2022, and Bausch + Lomb’s common shares began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the ticker symbol “BLCO”, on May 6, 2022. On May 10, 2022, the Selling Shareholder (as previously defined) sold 35,000,000 common shares of Bausch + Lomb at an offering price of $18.00 per share. The net proceeds from the B+L IPO after deducting underwriting commissions and estimated offering expenses were approximately $560 million as of May 10, 2022. In addition, the Selling Shareholder has granted the underwriters an option for a period of 30 days from the date of the B+L IPO to purchase up to an additional 5,250,000 common shares to cover over-allotments at the IPO offering price less underwriting commissions. As of May 10, 2022, the underwriters have not exercised this option. Upon the closing of the B+L IPO (but before exercise of the over-allotment option), the Company directly or indirectly holds 315,000,000 Bausch + Lomb common shares, which represents approximately 90% of Bausch + Lomb’s common shares. Financing Transactions of Bausch + Lomb On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Credit Agreement”, and the credit facilities thereunder, the “B+L Credit Facilities”) providing for term loans of approximately $2,500 million with a five-year term to maturity (the “B+L Term Facility”) and a five year revolving credit facility of approximately $500 million (the “B+L Revolving Credit Facility” or such financing, the “B+L Debt Financing”). The B+L Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions. The term loans are denominated in U.S. dollars, and borrowings under the revolving credit facility will be made available in U.S. dollars, euros, pounds sterling and Canadian dollars. As of May 10, 2022, the B+L Revolving Credit Facility remains undrawn. Borrowings under the B+L Revolving Credit Facility in (i) U.S. dollars bear interest at a rate per annum equal to, at our option, either: (a) a term SOFR-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at our option, either: (a) CDOR or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to EURIBOR and (iv) pounds sterling bear interest at a rate per annum equal to SONIA (provided, however, that the term SOFR-based rate, CDOR, EURIBOR and SONIA shall be no less than 0.00% per annum at any time and the U.S. dollar base rate and the Canadian dollar prime rate shall be no less than 1.00% per annum at any time), in each case, plus an applicable margin. Term SOFR-based loans are subject to a credit spread adjustment of 0.10%. The applicable interest rate margins for borrowings under the B+L Revolving Credit Facility are (i) between 0.75% to 1.75% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between 1.75% to 2.75% with respect to SOFR, EURIBOR, SONIA or CDOR borrowings based on the Company’s total net leverage ratio and (ii) after (x) Bausch + Lomb’s senior unsecured non-credit-enhanced long term indebtedness for borrowed money receives an investment grade rating from at least two of S&P, Moody’s and Fitch and (y) the term loan facility has been repaid in full in cash (the “IG Trigger”), between 0.015% to 0.475% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between 1.015% to 1.475% with respect to SOFR, EURIBOR, SONIA or CDOR borrowings based on the Company’s debt rating. In addition, the Company is required to pay commitment fees of 0.25% per annum in respect of the unutilized commitments under the revolving credit facility, payable quarterly in arrears until the IG Trigger and a facility fee between 0.110% to 0.275% of the total revolving commitments, whether used or unused, based on the Company’s debt rating and payable quarterly in arrears. The Company is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the revolving credit facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees. Borrowings under the term loan facility bear interest at a rate per annum equal to, at our option, either (i) a term SOFR-based rate, plus an applicable margin of 3.25% or (ii) a U.S. dollar base rate, plus an applicable margin of 2.25% (provided, however, that the term SOFR-based rate shall be no less than 0.50% per annum at any time and the U.S. dollar base rate shall not be lower than 1.50% per annum at any time). Term SOFR-based loans are subject to a credit spread adjustment of 0.10%. Subject to certain exceptions and customary baskets set forth in the B+L Credit Agreement, the Company is required to make mandatory prepayments of the loans under the B+L Term Facility under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the B+L Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold). These mandatory prepayments may be used to satisfy future amortization. The amortization rate for the B+L Term Facility is 1.00% per annum and the first installment shall be payable on September 30, 2022. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. Senior Secured Credit Facilitie s On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into that certain Second Amendment to the Fourth Amended and Restated Credit and Guaranty Agreement (the “Second Amendment”). The 2022 Restated Credit Agreement provides for a new term facility with an aggregate principal amount of $2,500 million (the “2027 Term Loan B Facility” and the loans thereunder the “2027 Term Loans”) maturing on February 1, 2027 and a new revolving credit facility of $975 million (the “2027 Revolving Credit Facility”) that will mature on the earlier of February 1, 2027 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company and BHA in an aggregate principal amount in excess of $1,000 million. After giving effect to the 2022 Restated Credit Agreement, the 2023 Revolving Credit Facility, June 2025 Term Loan B Facility and November 2025 Term Loan B Facility were refinanced (such refinancing, the “Credit Agreement Refinancing”), along with certain of the Company’s existing senior notes, using proceeds of the Credit Agreement Refinancing, the B+L IPO and the B+L Debt Financing and available cash on hand. As of May 10, 2022, the Company has drawn $350 million on the 2027 Revolving Credit Facility. Borrowings under the 2027 Term Loan B Facility bear interest at a rate per annum equal to, at our option, either: (a) a term SOFR-based rate or (b) a U.S. dollar base rate, in each case, plus an applicable margin (provided, however, that the term SOFR-based rate is expected to be no less than 0.50% per annum at any time and the U.S. dollar base rate is expected to be no less than 1.50% per annum at any time). Borrowings under the 2027 Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at the Company’s option, either: (a) a term SOFR-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at our option, either: (a) CDOR or (b) a Canadian dollar prime rate and (iii) euros bear interest at a rate per annum equal to EURIBOR (provided, however, that the term SOFR-based rate, CDOR and EURIBOR are expected to be no less than 0.00% per annum at any time and the U.S. dollar base rate and the Canadian dollar prime rate are expected to be no less than 1.00% per annum at any time), in each case, plus an applicable margin. Term SOFR-based loans are subject to a credit spread adjustment ranging from 0.10%-0.25%. The applicable interest rate margin for borrowings under the 2027 Term Loan B Facility is 5.25% for term SOFR-based loans and 4.25% for U.S. dollar base rate loans. The applicable interest rate margin for borrowings under the 2027 Revolving Credit Facility ranges from 3.75% to 4.25% for term SOFR-based loans and 2.75% to 3.25% for U.S. dollar base rate loans. 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 2027 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 term SOFR borrowings under the 2027 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. Subject to certain exceptions and customary baskets set forth in the 2022 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, decrease based on leverage ratios and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the 2022 Restated Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the 2022 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, decrease based on leverage ratios and net proceeds threshold). These mandatory prepayments may be used to satisfy future amortization. The amortization rate for the 2027 Term Loan B Facility is 5.00% per annum and the first installment shall be payable on September 30, 2022. The Company may direct that prepayments be applied to such amortization payments in order of maturity. The 2022 Restated Credit Agreement permits the incurrence of incremental credit facility borrowings up to the greater of $1,000 million and 40% of Consolidated Adjusted EBITDA (non-GAAP) (as defined in the 2022 Restated Credit Agreement), subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to, in the case of secured debt, a secured leverage ratio of not greater than 3.50:1.00, and, in the case of unsecured debt, either 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. The 2022 Restated Credit Agreement provides that Bausch + Lomb initially be a “excluded” subsidiary subject to the terms of the 2022 Restated Credit Agreement covenants, but does not require Bausch + Lomb to guarantee the obligations under the 2022 Restated Credit Agreement. The 2022 Restated Credit Agreement permits the Company to designate Bausch + Lomb as an “unrestricted” subsidiary under the 2022 Restated Credit Agreement and no longer subject to the terms of the covenants thereunder upon achievement of a 7.6x pro forma “Remainco Total Leverage Ratio” Such designation could take place at any time after the B+L IPO. The Credit Agreement Refinancing contains provisions designed to facilitate the separation and distribution of Bausch + Lomb. Redemption of April 2025 Unsecured Notes On January 18, 2022, the Company issued conditional notices of redemption to redeem: (i) all April 2025 Unsecured Notes conditioned upon the completion of the Credit Agreement Refinancing and (ii) $370 million in aggregate principal amount of our outstanding 9.000% Senior Unsecured Notes due 2025 (the "December 2025 Unsecured Notes") conditioned upon the receipt of aggregate proceeds from: (i) the B+L IPO, (ii) the B+L Debt Financing, (iii) the Credit Agreement Refinancing and (iv) the issuance of the February 2027 Secured Notes of at least $7,000 million. In connection with the closing of the B+L IPO, the conditions of the Company’s previously announced redemption of its April 2025 Unsecured Notes were satisfied and the Company discharged the April 2025 Unsecured Notes Indenture using: (i) the proceeds from the issuance of the February 2027 Secured Notes, (ii) the proceeds from the B+L IPO, (iii) the net proceeds from the borrowings under the B+L Debt Financing and (iv) cash on hand. On May 10, 2022, the Company caused sufficient funds for the redemption in full of its April 2025 Unsecured Notes at a redemption price of 101.021% of the principal amount then outstanding to be irrevocably deposited with the Bank of New York Mellon, N.A., as trustee under the April 2025 Unsecured Notes Indenture, and the April 2025 Unsecured Notes Indenture was discharged. The April 2025 Unsecured Notes will be redeemed on May 16, 2022. On May 10, 2022, the Company notified the Trustee and holders of its outstanding December 2025 Unsecured Notes that the conditions to its previously announced redemption would not be satisfied, and the conditional redemption was cancelled. In connection with the closing of the B+L IPO, the discharge of the 6.125% Notes Indenture and the related release in respect of the 2018 Restated Credit Agreement as described above, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2022. 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, 2021, 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. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
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. The Company applies this method consistently for contracts with similar characteristics. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021. Three Months Ended March 31, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 134 19 581 471 51 1,256 Payments and credits (162) (54) (599) (359) (53) (1,227) Reserve balances, March 31, 2022 $ 194 $ 447 $ 926 $ 282 $ 43 $ 1,892 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $37 million and $36 million as of March 31, 2022 and January 1, 2022, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits during the three months ended March 31, 2022. Three Months Ended March 31, 2021 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2021 $ 190 $ 575 $ 779 $ 184 $ 85 $ 1,813 Current period provisions 147 34 602 462 55 1,300 Payments and credits (160) (56) (457) (483) (66) (1,222) Reserve balances, March 31, 2021 $ 177 $ 553 $ 924 $ 163 $ 74 $ 1,891 |
Summary of activity in allowance for credit losses | The activity in the allowance for credit losses for trade receivables for the three months ended March 31, 2022 and 2021 is as follows. (in millions) 2022 2021 Balance, beginning of period $ 35 $ 39 Provision — (2) Write-offs — (1) Recoveries 3 — Foreign exchange and other — 1 Balance, end of period $ 38 $ 37 |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 766 $ 749 $ 17 $ — $ 76 $ 58 $ 18 $ — Restricted cash and other settlement deposits $ 1,211 $ 1,211 $ — $ — $ 1,537 $ 1,537 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 1 $ — $ 1 $ — Liabilities: Acquisition-related contingent consideration $ 236 $ — $ — $ 236 $ 241 $ — $ — $ 241 Foreign currency exchange contracts $ 8 $ — $ 8 $ — $ — $ — $ — $ — |
Schedule of effect of hedging instruments on financial statements | The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Loss and the Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Gain recognized in Other comprehensive loss $ — $ 41 Gain excluded from assessment of hedge effectiveness $ — $ 6 Location of gain of excluded component Interest Expense |
Schedule of assets and liabilities associated with derivatives, included in the Consolidated Balance Sheets | The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 are as follows: (in millions) March 31, December 31, Accrued and other current liabilities $ 8 $ — Prepaid expenses and other current assets $ 1 $ 1 Net fair value $ 7 $ 1 |
Schedule of foreign exchange contracts on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows | The following table presents the effect of the Company’s foreign exchange contracts on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Loss related to changes in fair value $ (7) $ (2) Gain (loss) related to settlements $ 7 $ (9) |
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 three months ended March 31, 2022 and 2021: (in millions) March 31, 2022 March 31, 2021 Balance, beginning of period $ 241 $ 328 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 4 $ 5 Fair value adjustments due to changes in estimates of other future payments (1) (14) Acquisition-related contingent consideration 3 (9) Payments/Settlements (8) (6) Balance, end of period 236 313 Current portion included in Accrued and other current liabilities 43 111 Non-current portion $ 193 $ 202 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories, net | Inventories, net consist of: (in millions) March 31, December 31, Raw materials $ 288 $ 279 Work in process 121 112 Finished goods 636 602 $ 1,045 $ 993 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: March 31, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,845 $ (16,452) $ 4,393 $ 20,842 $ (16,169) $ 4,673 Corporate brands 900 (489) 411 902 (473) 429 Product rights/patents 3,321 (3,191) 130 3,321 (3,174) 147 Partner relationships 154 (154) — 158 (158) — Technology and other 199 (199) — 207 (206) 1 Total finite-lived intangible assets 25,419 (20,485) 4,934 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,117 $ (20,485) $ 6,632 $ 27,128 $ (20,180) $ 6,948 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: March 31, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,845 $ (16,452) $ 4,393 $ 20,842 $ (16,169) $ 4,673 Corporate brands 900 (489) 411 902 (473) 429 Product rights/patents 3,321 (3,191) 130 3,321 (3,174) 147 Partner relationships 154 (154) — 158 (158) — Technology and other 199 (199) — 207 (206) 1 Total finite-lived intangible assets 25,419 (20,485) 4,934 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,117 $ (20,485) $ 6,632 $ 27,128 $ (20,180) $ 6,948 |
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 2022 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2022 2023 2024 2025 2026 2027 Thereafter Total Amortization $ 870 $ 1,023 $ 901 $ 794 $ 664 $ 627 $ 55 $ 4,934 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the three months ended March 31, 2022 and the year ended December 31, 2021 were as follows: (in millions) Bausch + Lomb/ International Bausch + Lomb Salix International Ortho Dermatologics Solta Medical Diversified Products Total Balance, January 1, 2021 $ 5,704 $ — $ 3,159 $ — $ 1,267 $ — $ 2,914 $ 13,044 Realignment of segment goodwill (5,704) 5,395 — 887 — — (578) — Impairment — — — — (469) — — (469) Foreign exchange and other — (77) — (62) — — 21 (118) Balance, December 31, 2021 — 5,318 3,159 825 798 — 2,357 12,457 Realignment of segment goodwill — — — — (798) 115 683 — Foreign exchange and other — (26) — (14) — — 10 (30) Balance, March 31, 2022 $ — $ 5,292 $ 3,159 $ 811 $ — $ 115 $ 3,050 $ 12,427 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) March 31, December 31, Legal matters and related fees $ 1,530 $ 1,890 Product rebates 889 908 Product returns 447 482 Interest 372 328 Employee compensation and benefit costs 283 336 Income taxes payable 80 98 Other 702 749 $ 4,303 $ 4,791 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 December 31, 2021 (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 $ — $ — $ 285 $ 285 June 2025 Term Loan B Facility June 2025 2,629 2,577 2,829 2,772 November 2025 Term Loan B Facility November 2025 994 985 994 984 Senior Secured Notes: 5.50% Secured Notes November 2025 1,750 1,740 1,750 1,739 6.125% Secured Notes February 2027 1,000 986 — — 5.75% Secured Notes August 2027 500 495 500 495 4.875% Secured Notes June 2028 1,600 1,581 1,600 1,580 Senior Unsecured Notes: 6.125% April 2025 2,650 2,640 2,650 2,640 9.00% December 2025 1,500 1,483 1,500 1,482 9.25% April 2026 1,500 1,490 1,500 1,489 8.50% January 2027 1,750 1,754 1,750 1,754 7.00% January 2028 750 743 750 743 5.00% January 2028 1,250 1,238 1,250 1,238 6.25% February 2029 1,500 1,484 1,500 1,483 5.00% February 2029 1,000 990 1,000 990 7.25% May 2029 750 743 750 742 5.25% January 2030 1,250 1,237 1,250 1,237 5.25% February 2031 1,000 990 1,000 989 Other Various 12 12 12 12 Total long-term debt and other $ 23,385 23,168 $ 22,870 22,654 Less: Current portion of long-term debt and other — — Non-current portion of long-term debt $ 23,168 $ 22,654 |
Schedule of long-term debt maturities | Maturities of debt obligations for the remainder of 2022, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2022 $ — 2023 — 2024 — 2025 9,523 2026 1,500 2027 3,250 Thereafter 9,112 Total debt obligations 23,385 Unamortized premiums, discounts and issuance costs (217) Total long-term debt and other $ 23,168 |
PENSION AND POSTRETIREMENT EM_2
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 and 2021 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2022 2021 2022 2021 2022 2021 Service cost $ — $ — $ 1 $ 1 $ — $ — Interest cost 1 1 1 1 — — Expected return on plan assets (2) (3) (1) (1) — — Amortization of prior service credit and other — — — — (1) (1) Net periodic (benefit) cost $ (1) $ (2) $ 1 $ 1 $ (1) $ (1) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 expenses related to stock options and RSUs for the three months ended March 31, 2022 and 2021: Three Months Ended (in millions) 2022 2021 Stock options $ 4 $ 4 RSUs 28 27 $ 32 $ 31 Research and development expenses $ 3 $ 3 Selling, general and administrative expenses 29 28 $ 32 $ 31 |
Summary of share-based awards | Share-based awards granted for the three months ended March 31, 2022 and 2021 consist of: 2022 2021 Stock options Granted 2,545,000 1,343,000 Weighted-average exercise price $ 24.08 $ 32.56 Weighted-average grant date fair value $ 6.63 $ 11.45 Time-based RSUs Granted 1,662,000 2,560,000 Weighted-average grant date fair value $ 24.21 $ 32.45 TSR performance-based RSUs Granted — 400,000 Weighted-average grant date fair value $ — $ 56.04 ROTC performance-based RSUs Granted — 413,000 Weighted-average grant date fair value $ — $ 31.72 B+L Separation performance-based RSUs Granted — 132,000 Weighted-average grant date fair value $ — $ 32.56 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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) March 31, December 31, Foreign currency translation adjustment $ (1,961) $ (1,905) Pension and postretirement benefit plan adjustments, net of income taxes (13) (19) $ (1,974) $ (1,924) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended (in millions) 2022 2021 Product related research and development $ 121 $ 105 Quality assurance 6 7 $ 127 $ 112 |
OTHER EXPENSE (INCOME), NET (Ta
OTHER EXPENSE (INCOME), NET (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense (income), net | Other expense (income), net consists of: Three Months Ended (in millions) 2022 2021 Litigation and other matters $ (1) $ — Acquisition-related contingent consideration 3 (9) Gain on sale of assets, net — (23) Acquired in-process research and development costs — 2 $ 2 $ (30) |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of net loss per share | Net loss per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended (in millions, except per share amounts) 2022 2021 Net loss attributable to Bausch Health Companies Inc. $ (69) $ (610) Basic and diluted weighted-average common shares outstanding 360.8 356.8 Basic and diluted loss per share attributable to Bausch Health Companies Inc. $ (0.19) $ (1.71) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits were as follows: Three Months Ended March 31, (in millions) 2022 2021 Revenues: Bausch + Lomb $ 889 $ 881 Salix 464 472 International 244 306 Solta Medical 72 72 Diversified Products 249 296 $ 1,918 $ 2,027 Segment profits: Bausch + Lomb $ 206 $ 239 Salix 322 327 International 91 109 Solta Medical 35 41 Diversified Products 158 200 812 916 Corporate (194) (181) Amortization of intangible assets (310) (357) Goodwill impairments — (469) Asset impairments, including loss on assets held for sale (8) (148) Restructuring, integration, separation and IPO costs (13) (12) Other income (expense), net (2) 30 Operating income (loss) 285 (221) Interest income 2 2 Interest expense (362) (368) Loss on extinguishment of debt — (5) Foreign exchange and other (7) 1 Loss before provision for income taxes $ (82) $ (591) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: (in millions) Bausch + Lomb Salix International Solta Medical Diversified Products Total Three Months Ended March 31, 2022 Pharmaceuticals $ 110 $ 464 $ 65 $ — $ 205 $ 844 Devices 386 — — 72 — 458 OTC 335 — 38 — 2 375 Branded and Other Generics 52 — 133 — 36 221 Other revenues 6 — 8 6 20 $ 889 $ 464 $ 244 $ 72 $ 249 $ 1,918 Three Months Ended March 31, 2021 Pharmaceuticals $ 121 $ 470 $ 59 $ — $ 242 $ 892 Devices 382 — — 72 — 454 OTC 320 — 25 — 2 347 Branded and Other Generics 51 — 212 — 47 310 Other revenues 7 2 10 — 5 24 $ 881 $ 472 $ 306 $ 72 $ 296 $ 2,027 |
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 March 31, (in millions) 2022 2021 U.S. and Puerto Rico $ 1,115 $ 1,162 China 103 110 Canada 78 76 Poland 76 62 Mexico 61 69 France 57 54 Japan 51 60 Germany 45 42 United Kingdom 28 25 Russia 25 31 Spain 21 19 Italy 20 17 South Korea 19 20 Other 219 280 $ 1,918 $ 2,027 |
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: Three Months Ended March 31, 2022 2021 AmerisourceBergen Corporation 18% 18% McKesson Corporation (including McKesson Specialty) 14% 16% Cardinal Health, Inc. 13% 12% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Mar. 31, 2022country |
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) $ / shares in Units, $ in Millions | May 10, 2022USD ($)$ / sharesshares | Aug. 03, 2021company |
Subsidiary, Sale of Stock [Line Items] | ||
Proposed business separation and initial public offering, number of companies established | company | 3 | |
B+L IPO | Subsequent Event | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares sold (in shares) | shares | 35,000,000 | |
Price of shares sold (in usd per share) | $ / shares | $ 18 | |
Shares sold, net proceeds | $ | $ 560 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Sales return provisions | $ 1,256,000,000 | $ 1,300,000,000 | ||||
Cooperative advertising credits included in rebates | 1,892,000,000 | 1,891,000,000 | $ 1,863,000,000 | $ 1,813,000,000 | ||
Price appreciation credits | 1,918,000,000 | 2,027,000,000 | ||||
Price Appreciation Credit | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Price appreciation credits | 0 | 1,000,000 | ||||
Returns | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Sales return provisions | 19,000,000 | 34,000,000 | ||||
Cooperative advertising credits included in rebates | 447,000,000 | 553,000,000 | $ 482,000,000 | $ 575,000,000 | ||
Rebates, Advertising Credits Portion | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Cooperative advertising credits included in rebates | $ 37,000,000 | $ 34,000,000 | $ 36,000,000 | $ 32,000,000 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 1,863 | $ 1,813 |
Current period provisions | 1,256 | 1,300 |
Payments and credits | (1,227) | (1,222) |
Reserve ending balance | 1,892 | 1,891 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 222 | 190 |
Current period provisions | 134 | 147 |
Payments and credits | (162) | (160) |
Reserve ending balance | 194 | 177 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 482 | 575 |
Current period provisions | 19 | 34 |
Payments and credits | (54) | (56) |
Reserve ending balance | 447 | 553 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 944 | 779 |
Current period provisions | 581 | 602 |
Payments and credits | (599) | (457) |
Reserve ending balance | 926 | 924 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 170 | 184 |
Current period provisions | 471 | 462 |
Payments and credits | (359) | (483) |
Reserve ending balance | 282 | 163 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 45 | 85 |
Current period provisions | 51 | 55 |
Payments and credits | (53) | (66) |
Reserve ending balance | $ 43 | $ 74 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 35 | $ 39 |
Provision | 0 | (2) |
Write-offs | 0 | (1) |
Recoveries | 3 | 0 |
Foreign exchange and other | 0 | 1 |
Ending balance | $ 38 | $ 37 |
LICENSING AGREEMENTS AND DIVE_2
LICENSING AGREEMENTS AND DIVESTITURE - Narrative (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Amoun - USD ($) $ in Millions | Mar. 31, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||
Cash proceeds from divestiture | $ 740 | |
Revenue associated with products for disposal | $ 60 | |
Asset impairments, including loss on assets held for sale | ||
Business Acquisition [Line Items] | ||
Impairment of long-lived assets | $ 68 |
RESTRUCTURING, INTEGRATION, S_2
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost-rationalization and integration initiatives | ||
Separation and IPO-related costs included in selling, general and administrative expenses | $ 622 | $ 606 |
Restructuring and Integration Costs | ||
Cost-rationalization and integration initiatives | ||
Liabilities associated with restructuring, integration and separation costs | 15 | |
Costs incurred | 3 | 3 |
Restructuring payments | 7 | 5 |
Separation and IPO Costs | ||
Cost-rationalization and integration initiatives | ||
Restructuring, integration, separation, and IPO costs | 10 | 9 |
Separation and IPO-related costs included in selling, general and administrative expenses | $ 24 | $ 20 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Liabilities: | ||
Foreign currency exchange contracts | $ 7 | $ 1 |
Recurring basis | ||
Assets: | ||
Cash equivalents | 766 | 76 |
Restricted cash and other settlement deposits | 1,211 | 1,537 |
Liabilities: | ||
Acquisition-related contingent consideration | 236 | 241 |
Recurring basis | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 1 | 1 |
Liabilities: | ||
Foreign currency exchange contracts | 8 | 0 |
Recurring basis | Level 1 | ||
Assets: | ||
Cash equivalents | 749 | 58 |
Restricted cash and other settlement deposits | 1,211 | 1,537 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Recurring basis | Level 1 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 0 | 0 |
Liabilities: | ||
Foreign currency exchange contracts | 0 | 0 |
Recurring basis | Level 2 | ||
Assets: | ||
Cash equivalents | 17 | 18 |
Restricted cash and other settlement deposits | 0 | 0 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Recurring basis | Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 1 | 1 |
Liabilities: | ||
Foreign currency exchange contracts | 8 | 0 |
Recurring basis | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Restricted cash and other settlement deposits | 0 | 0 |
Liabilities: | ||
Acquisition-related contingent consideration | 236 | 241 |
Recurring basis | Level 3 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Foreign currency exchange contracts | 0 | 0 |
Liabilities: | ||
Foreign currency exchange contracts | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis, Narrative (Details) $ in Millions | Dec. 16, 2019USD ($) | Mar. 31, 2022USD ($)appeal |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Highly liquid investments, maturity period (or less) | 3 months | |
US Securities Litigation | Settled Litigation | NEW JERSEY | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Settlement, escrow fund included in restricted cash and other settlement deposits | $ | $ 1,210 | $ 1,210 |
Settlement, escrow fund included in restricted cash, number of objectors' appeals | appeal | 1 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Narrative (Details) - Currency Swap - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | 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 | $ 0 | $ 11,000,000 | |
Net Investment Hedging | Designated as Hedging Instrument | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate notional amounts | $ 1,250,000,000 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Effect of Hedging Instruments on Financial Instruments (Details) - Net Investment Hedging - Currency Swap - Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain recognized in Other comprehensive loss | $ 0 | $ 41 |
Interest Expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain excluded from assessment of hedge effectiveness | $ 0 | $ 6 |
FAIR VALUE MEASUREMENTS AND F_7
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Currency Exchange Contracts, Narrative (Details) | Mar. 31, 2022USD ($) |
Not Designated as Hedging Instrument | Foreign currency exchange contracts | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Aggregate notional amounts | $ 158,000,000 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Exchange Contracts Included in Consolidated Balance Sheets (Details) - Foreign currency exchange contracts - Not Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 7 | $ 1 |
Accrued and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accrued and other current liabilities | 8 | 0 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets | $ 1 | $ 1 |
FAIR VALUE MEASUREMENTS AND F_9
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Exchange Contracts Included on Consolidated Statements of Operations and Consolidated Statements of Cash Flows (Details) - Foreign currency exchange contracts - Not Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss related to changes in fair value | $ (7) | $ (2) |
Gain related to settlements | $ 7 | |
Loss related to settlements | $ (9) |
FAIR VALUE MEASUREMENTS AND _10
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Narrative (Details) - Recurring basis - Level 3 | Mar. 31, 2022rate |
Measurement Input, Discount Rate | Minimum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.06 |
Measurement Input, Discount Rate | Maximum | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.18 |
Measurement Input, Weighted Average Risk-Adjusted Discount Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.07 |
FAIR VALUE MEASUREMENTS AND _11
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Reconciliation of Contingent Consideration Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance, beginning of period | $ 241 | $ 328 |
Acquisition-related contingent consideration | 3 | (9) |
Payments/Settlements | (8) | (6) |
Balance, end of period | 236 | 313 |
Current portion included in Accrued and other current liabilities | 43 | 111 |
Non-current portion | 193 | 202 |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | 4 | 5 |
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 | $ (1) | $ (14) |
FAIR VALUE MEASUREMENTS AND _12
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured on a Non-Recurring Basis and Fair Value of Long-term Debt, Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Nonrecurring adjustment | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 21,963 | $ 22,689 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 288 | $ 279 |
Work in process | 121 | 112 |
Finished goods | 636 | 602 |
Total Inventories | $ 1,045 | $ 993 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,419 | $ 25,430 |
Accumulated Amortization and Impairments | (20,485) | (20,180) |
Net Carrying Amount | 4,934 | 5,250 |
Total intangible assets | ||
Gross Carrying Amount | 27,117 | 27,128 |
Net Carrying Amount | 6,632 | 6,948 |
Bausch + Lomb Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 20,845 | 20,842 |
Accumulated Amortization and Impairments | (16,452) | (16,169) |
Net Carrying Amount | 4,393 | 4,673 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 900 | 902 |
Accumulated Amortization and Impairments | (489) | (473) |
Net Carrying Amount | 411 | 429 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,321 | 3,321 |
Accumulated Amortization and Impairments | (3,191) | (3,174) |
Net Carrying Amount | 130 | 147 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 154 | 158 |
Accumulated Amortization and Impairments | (154) | (158) |
Net Carrying Amount | 0 | 0 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 199 | 207 |
Accumulated Amortization and Impairments | (199) | (206) |
Net Carrying Amount | $ 0 | $ 1 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | Oct. 01, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)reporting_unit | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 8,000,000 | $ 148,000,000 | ||||
Fair value of reporting value, greater than its carrying value | 45.00% | 40.00% | 40.00% | |||
Goodwill impairment | $ 0 | $ 0 | $ 469,000,000 | |||
Accumulated goodwill impairment charges | $ 4,180,000,000 | |||||
Ortho Dermatologics | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | 469,000,000 | |||||
Number of reporting units | reporting_unit | 2 | |||||
Reporting Units Excluding Ortho Dermatologics | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 0 | |||||
Ortho Dermatologics Reporting Unit | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, long-term growth rate | 1.00% | 1.00% | 1.00% | 1.00% | ||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.00% | 9.00% | ||||
Fair value of reporting value, greater than its carrying value | 10.00% | 2.00% | ||||
Goodwill impairment | $ 0 | $ 469,000,000 | $ 0 | |||
Minimum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, long-term growth rate | 2.00% | 1.00% | 1.00% | |||
Reporting unit, impairment test, estimated cash flows, discount rate | 7.00% | 11.00% | 11.00% | |||
Minimum | Ortho Dermatologics Reporting Unit | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.00% | 9.00% | ||||
Maximum | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, long-term growth rate | 3.00% | 3.00% | 3.00% | |||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.00% | 12.25% | 12.25% | |||
Maximum | Ortho Dermatologics Reporting Unit | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.00% | 10.00% | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amoun | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 68,000,000 | |||||
Product brands | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | 4,000,000 | 71,000,000 | ||||
Discontinued Product Lines | ||||||
Goodwill [Line Items] | ||||||
Impairment of intangible assets | $ 4,000,000 | $ 9,000,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 870 | |
2023 | 1,023 | |
2024 | 901 | |
2025 | 794 | |
2026 | 664 | |
2027 | 627 | |
Thereafter | 55 | |
Net Carrying Amount | $ 4,934 | $ 5,250 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | $ 12,457,000,000 | $ 13,044,000,000 | ||
Realignment of segment goodwill | 0 | 0 | ||
Impairment | $ 0 | $ 0 | (469,000,000) | |
Foreign exchange and other | (30,000,000) | (118,000,000) | ||
Balance at the end of the period | 12,427,000,000 | 12,457,000,000 | ||
Bausch + Lomb/ International | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 0 | 5,704,000,000 | ||
Realignment of segment goodwill | 0 | (5,704,000,000) | ||
Impairment | 0 | |||
Foreign exchange and other | 0 | 0 | ||
Balance at the end of the period | 0 | 0 | ||
Bausch + Lomb | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 5,318,000,000 | |||
Realignment of segment goodwill | 5,395,000,000 | |||
Foreign exchange and other | (26,000,000) | (77,000,000) | ||
Balance at the end of the period | 5,292,000,000 | 5,318,000,000 | ||
Salix | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 3,159,000,000 | 3,159,000,000 | ||
Balance at the end of the period | 3,159,000,000 | 3,159,000,000 | ||
International | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 825,000,000 | |||
Realignment of segment goodwill | 887,000,000 | |||
Foreign exchange and other | (14,000,000) | (62,000,000) | ||
Balance at the end of the period | 811,000,000 | 825,000,000 | ||
Ortho Dermatologics | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 798,000,000 | 1,267,000,000 | ||
Realignment of segment goodwill | (798,000,000) | |||
Impairment | (469,000,000) | |||
Balance at the end of the period | 0 | 798,000,000 | ||
Solta Medical | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 0 | |||
Realignment of segment goodwill | 115,000,000 | |||
Balance at the end of the period | 115,000,000 | 0 | ||
Diversified Products | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 2,357,000,000 | 2,914,000,000 | ||
Realignment of segment goodwill | 683,000,000 | (578,000,000) | ||
Foreign exchange and other | 10,000,000 | 21,000,000 | ||
Balance at the end of the period | $ 3,050,000,000 | $ 2,357,000,000 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal matters and related fees | $ 1,530 | $ 1,890 |
Product rebates | 889 | 908 |
Product returns | 447 | 482 |
Interest | 372 | 328 |
Employee compensation and benefit costs | 283 | 336 |
Income taxes payable | 80 | 98 |
Other | 702 | 749 |
Accrued and other current liabilities | $ 4,303 | $ 4,791 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) | Mar. 31, 2022 | Feb. 10, 2022 | Dec. 31, 2021 | Jun. 08, 2021 |
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | $ 23,385,000,000 | $ 22,870,000,000 | ||
Total long-term debt and other | 23,168,000,000 | 22,654,000,000 | ||
Less: Current portion of long-term debt and other | 0 | 0 | ||
Non-current portion of long-term debt | $ 23,168,000,000 | 22,654,000,000 | ||
Term Loan B Facility Due June 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 3.21% | |||
Principal Amount | $ 2,629,000,000 | 2,829,000,000 | ||
Total long-term debt and other | $ 2,577,000,000 | 2,772,000,000 | ||
Term Loan B Facility Due November 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 2.96% | |||
Principal Amount | $ 994,000,000 | 994,000,000 | ||
Total long-term debt and other | $ 985,000,000 | 984,000,000 | ||
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 | $ 1,740,000,000 | 1,739,000,000 | ||
Senior Secured Notes | 6.125% Senior Notes Due February 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | ||
Principal Amount | $ 1,000,000,000 | 0 | ||
Total long-term debt and other | $ 986,000,000 | 0 | ||
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 | $ 495,000,000 | 495,000,000 | ||
Senior Secured Notes | 4.875% Senior Notes Due June 2028 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 4.875% | 4.875% | ||
Principal Amount | $ 1,600,000,000 | 1,600,000,000 | ||
Total long-term debt and other | $ 1,581,000,000 | 1,580,000,000 | ||
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 | $ 2,650,000,000 | 2,650,000,000 | ||
Total long-term debt and other | $ 2,640,000,000 | 2,640,000,000 | ||
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 | $ 1,483,000,000 | 1,482,000,000 | ||
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 | $ 1,490,000,000 | 1,489,000,000 | ||
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% | |||
Principal Amount | $ 1,750,000,000 | 1,750,000,000 | ||
Total long-term debt and other | $ 1,754,000,000 | 1,754,000,000 | ||
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% | |||
Principal Amount | $ 750,000,000 | 750,000,000 | ||
Total long-term debt and other | $ 743,000,000 | 743,000,000 | ||
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% | |||
Principal Amount | $ 1,250,000,000 | 1,250,000,000 | ||
Total long-term debt and other | $ 1,238,000,000 | 1,238,000,000 | ||
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% | |||
Principal Amount | $ 1,500,000,000 | 1,500,000,000 | ||
Total long-term debt and other | $ 1,484,000,000 | 1,483,000,000 | ||
Senior Unsecured Notes | 5.00% Senior Notes Due February 2029 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.00% | |||
Principal Amount | $ 1,000,000,000 | 1,000,000,000 | ||
Total long-term debt and other | $ 990,000,000 | 990,000,000 | ||
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% | |||
Principal Amount | $ 750,000,000 | 750,000,000 | ||
Total long-term debt and other | $ 743,000,000 | 742,000,000 | ||
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% | |||
Principal Amount | $ 1,250,000,000 | 1,250,000,000 | ||
Total long-term debt and other | $ 1,237,000,000 | 1,237,000,000 | ||
Senior Unsecured Notes | 5.25% Senior Notes Due February 2031 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.25% | |||
Principal Amount | $ 1,000,000,000 | 1,000,000,000 | ||
Total long-term debt and other | 990,000,000 | 989,000,000 | ||
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) | 2.96% | |||
Principal Amount | $ 0 | 285,000,000 | ||
Total long-term debt and other | $ 0 | $ 285,000,000 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) $ in Millions | Mar. 31, 2022USD ($) |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Amount available for restricted payments | $ 13,900 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 2 |
Secured leverage ratio | 4 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | Mar. 31, 2022 | Jun. 01, 2018 | Mar. 31, 2022 | May 10, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 23,168,000,000 | $ 23,168,000,000 | $ 22,654,000,000 | ||
Revolving Credit Facility Due June 2023 | Eurocurrency rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.00% | ||||
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.00% | ||||
Revolving Credit Facility Due June 2023 | Canada Bankers Acceptance Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 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) | 3.21% | 3.21% | |||
Annual amortization rate (as a percent) | 5.00% | 5.00% | |||
Long-term debt | $ 2,577,000,000 | $ 2,577,000,000 | 2,772,000,000 | ||
Term Loan B Facility Due June 2025 | Eurocurrency rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.00% | ||||
Term Loan B Facility Due June 2025 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 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) | 2.96% | 2.96% | |||
Annual amortization rate (as a percent) | 5.00% | 5.00% | |||
Long-term debt | $ 985,000,000 | $ 985,000,000 | 984,000,000 | ||
Term Loan B Facility Due November 2025 | Eurocurrency rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.75% | ||||
Term Loan B Facility Due November 2025 | Base Rate or Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
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% | ||||
Quarterly remaining amortization payments | $ 0 | ||||
Senior Secured Credit Facilities | Federal Funds | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Senior Secured Credit Facilities | Eurocurrency rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.00% | ||||
Senior Secured Credit Facilities | Eurocurrency rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.00% | ||||
6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | |||
Long-term debt | $ 2,640,000,000 | $ 2,640,000,000 | 2,640,000,000 | ||
6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate on debt (as a percent) | 6.125% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Threshold for incremental borrowings | $ 1,000,000,000 | $ 1,000,000,000 | |||
Threshold for incremental borrowings, percentage of adjusted EBITDA | 28.50% | 28.50% | |||
Secured leverage ratio | 4 | 4 | |||
Interest coverage ratio (not less than) | 2 | 2 | |||
Revolving Credit Facility | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Threshold for incremental borrowings | $ 1,000,000,000 | ||||
Interest coverage ratio (not less than) | 2 | ||||
Revolving Credit Facility | Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Secured leverage ratio | 3.50 | 3.50 | |||
Revolving Credit Facility | Senior Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Total leverage ratio (not greater than) | 6.50 | 6.50 | |||
Revolving Credit Facility | Senior Unsecured Notes | Subsequent Event | |||||
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) | 2.96% | 2.96% | |||
Long-term debt | $ 0 | $ 0 | $ 285,000,000 | ||
Remaining borrowings | 1,171,000,000 | $ 1,171,000,000 | |||
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 percent) | 2.50% | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Eurocurrency rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.00% | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.50% | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.00% | ||||
Letter of Credit | Revolving Credit Facility Due June 2023 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 54,000,000 | $ 54,000,000 |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | Feb. 10, 2022 | Jun. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||
Repayments of long-term debt | $ 485,000,000 | $ 200,000,000 | ||
Loss on extinguishment of debt | $ 38,000,000 | $ 0 | $ 5,000,000 | |
Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage to change in control (as a percent) | 101.00% | |||
4.875% Senior Notes Due June 2028 | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate on debt (as a percent) | 4.875% | 4.875% | ||
Principal amount | $ 1,600,000,000 | |||
4.875% Senior Notes Due June 2028 | Senior Secured Notes | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.00% | |||
4.875% Senior Notes Due June 2028 | Senior Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum percentage of principal amount that can be redeemed | 40.00% | |||
7.00% Senior Notes, Due March 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate on debt (as a percent) | 7.00% | |||
Repayments of long-term debt | $ 1,600,000,000 | |||
6.125% Senior Notes Due February 2027 | Senior Secured Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | ||
Principal amount | $ 1,000 | |||
6.125% Senior Notes Due February 2027 | Senior Secured Notes | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Redemption price (as a percent) | 100.00% | |||
6.125% Senior Notes Due February 2027 | Senior Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | ||||
Debt Instrument [Line Items] | ||||
Maximum percentage of principal amount that can be redeemed | 40.00% |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
Redemption price percentage to change in control (as a percent) | 101.00% |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Redemption price percentage to change in control (as a percent) | 101.00% |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 5.97% | 5.88% |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 9,523 | |
2026 | 1,500 | |
2027 | 3,250 | |
Thereafter | 9,112 | |
Total debt obligations | 23,385 | $ 22,870 |
Unamortized premiums, discounts and issuance costs | (217) | |
Total long-term debt and other | $ 23,168 | $ 22,654 |
FINANCING ARRANGEMENTS - Maturi
FINANCING ARRANGEMENTS - Maturities, Narrative (Details) - USD ($) $ in Millions | May 10, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Amount drawn under credit facility | $ 23,168 | $ 22,654 | |
6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Amount drawn under credit facility | $ 2,640 | $ 2,640 | |
6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 101.021% | ||
2027 Revolving Credit Facility | Subsequent Event | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Amount drawn under credit facility | $ 350 |
PENSION AND POSTRETIREMENT EM_3
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Pension Benefit Plans | U.S. Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 0 | $ 0 |
Interest cost | 1 | 1 |
Expected return on plan assets | (2) | (3) |
Amortization of prior service credit and other | 0 | 0 |
Net periodic (benefit) cost | (1) | (2) |
Pension Benefit Plans | Non-U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 1 | 1 |
Interest cost | 1 | 1 |
Expected return on plan assets | (1) | (1) |
Amortization of prior service credit and other | 0 | 0 |
Net periodic (benefit) cost | 1 | 1 |
Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service credit and other | (1) | (1) |
Net periodic (benefit) cost | $ (1) | $ (1) |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | Apr. 28, 2020 | Apr. 30, 2018 | Mar. 31, 2022 | May 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining unrecognized compensation expense related to non-vested awards | $ 134,000,000 | |||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 1 year 10 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) | 8,542,000 | |||
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Components and classification of share-based compensation expense | ||
Share-based compensation expense | $ 32 | $ 31 |
Research and development expenses | ||
Components and classification of share-based compensation expense | ||
Share-based compensation expense | 3 | 3 |
Selling, general and administrative expenses | ||
Components and classification of share-based compensation expense | ||
Share-based compensation expense | 29 | 28 |
Stock options | ||
Components and classification of share-based compensation expense | ||
Share-based compensation expense | 4 | 4 |
RSUs | ||
Components and classification of share-based compensation expense | ||
Share-based compensation expense | $ 28 | $ 27 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Award Activity (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 2,545 | 1,343 |
Weighted-average exercise price (in usd per share) | $ 24.08 | $ 32.56 |
Weighted-average grant date fair value (in usd per share) | $ 6.63 | $ 11.45 |
Time-based RSUs | ||
RSUs | ||
Granted (in shares) | 1,662 | 2,560 |
Weighted-average grant date fair value (in usd per share) | $ 24.21 | $ 32.45 |
TSR performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 0 | 400 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 56.04 |
ROTC performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 0 | 413 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 31.72 |
B+L Separation performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 0 | 132 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 32.56 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income | ||||
Accumulated other comprehensive loss | $ (141) | $ (34) | $ (124) | $ 605 |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income | ||||
Accumulated other comprehensive loss | (1,961) | (1,905) | ||
Pension and postretirement benefit plan adjustments, net of income taxes | ||||
Accumulated Other Comprehensive Income | ||||
Accumulated other comprehensive loss | (13) | (19) | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income | ||||
Accumulated other comprehensive loss | $ (1,974) | $ (1,924) | $ (2,256) | $ (2,133) |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Research and Development [Abstract] | ||
Product related research and development | $ 121 | $ 105 |
Quality assurance | 6 | 7 |
Research and development costs | $ 127 | $ 112 |
OTHER EXPENSE (INCOME), NET - S
OTHER EXPENSE (INCOME), NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Litigation and other matters | $ (1) | $ 0 |
Acquisition-related contingent consideration | 3 | (9) |
Gain on sale of assets, net | 0 | (23) |
Acquired in-process research and development costs | 0 | 2 |
Other expense (income), net | $ 2 | $ (30) |
OTHER EXPENSE (INCOME), NET - N
OTHER EXPENSE (INCOME), NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule Of Other Income And Expenses [Line Items] | ||
Milestone achievement, included in net (loss) gain on sale of assets | $ 0 | $ 23 |
Milestone Payment Related To Certain Product | ||
Schedule Of Other Income And Expenses [Line Items] | ||
Milestone achievement, included in net (loss) gain on sale of assets | $ 25 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) from income taxes | $ (16) | $ 16 | |
Income tax expense (benefit) on ordinary loss | 14 | (33) | |
Income tax provision (benefit) for discrete items | (30) | 49 | |
Tax provision (benefit) related to changes in uncertain tax positions | (36) | 3 | |
Provision related to filing certain tax returns | 6 | ||
Provision related to withholding tax, intercompany dividends | 46 | ||
Tax benefit related to filing of certain tax returns | 6 | ||
Tax provision (benefit) related to stock compensation | $ (6) | ||
Valuation allowance against deferred tax assets | 2,252 | $ 2,222 | |
Unrecognized tax benefits including interest and penalties | 876 | 927 | |
Unrecognized tax benefits related to interest and penalties | 43 | $ 41 | |
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 196 | ||
Unrecognized tax benefit, amount possible to decrease in next twelve months | 21 | ||
Estimate of possible loss, income tax examination (up to) | $ 2,100 |
LOSS PER SHARE - Schedule of Ca
LOSS PER SHARE - Schedule of Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Bausch Health Companies Inc. | $ (69) | $ (610) |
Basic weighted-average common shares outstanding (in shares) | 360.8 | 356.8 |
Diluted weighted-average common shares outstanding (in shares) | 360.8 | 356.8 |
Basic loss per share attributable to Bausch Health Companies Inc. (in usd per share) | $ (0.19) | $ (1.71) |
Diluted loss per share attributable to Bausch Health Companies Inc. (in usd per share) | $ (0.19) | $ (1.71) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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) | 3,600 | 6,657 |
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) | 9,332 | 4,846 |
Performance-Based Restricted Stock Units | ||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||
Excluded from computation of earnings per share, performance conditions not met (in shares) | 156 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds and Governmental and Regulatory Inquiries (Details) $ in Millions | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Current accrued loss contingencies | $ 1,530 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and RICO Class Actions and Related Matters (Details) $ in Millions, $ in Millions | Mar. 31, 2022USD ($) | Jul. 20, 2021USD ($)insured | Aug. 04, 2020CAD ($) | Dec. 16, 2019USD ($) | Dec. 07, 2017insurance_policy_period | Oct. 31, 2015case | Mar. 31, 2022USD ($)casegroupaction | Sep. 16, 2016action | Dec. 31, 2015case | Mar. 17, 2021entity | Feb. 15, 2019entity |
US Securities Litigation | New Jersey | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of groups of investors filing action | group | 37 | ||||||||||
Number of claims dismissed | case | 16 | ||||||||||
Number of groups of investors filing action, remain pending | group | 21 | ||||||||||
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 | $ 1,210 | |||||||||
US Securities Litigation | Settled Litigation | New Jersey | Restricted Cash And Other Settlement Deposits, Current | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement, agreed to pay | $ 1,210 | ||||||||||
Canadian Securities Litigation | Canada | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed | case | 6 | ||||||||||
Canadian Securities Litigation | 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 | 4 | 1 | |||||||||
Canadian Securities Litigation | Settled Litigation | Canada | Violation of Canadian Provincial Securities Legislation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement, agreed to pay | $ 94 | ||||||||||
RICO Class Actions | New Jersey | Unfavorable Regulatory Action | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed | action | 3 | ||||||||||
Insurance Coverage Lawsuit | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of distinct insurance policy periods | insurance_policy_period | 2 | ||||||||||
Insurance Coverage Lawsuit | Settled Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement agreements, number of insurers | insured | 2 | ||||||||||
Aggregate amount to be received | $ 213 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) $ in Millions | Jul. 26, 2021USD ($) | Jul. 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] | ||
Settlement, agreed to pay | $ | $ 300 | |
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 |
LEGAL PROCEEDINGS - Intellectua
LEGAL PROCEEDINGS - Intellectual Property (Details) | Aug. 28, 2020 | May 01, 2020 | Mar. 26, 2020 | Apr. 30, 2021 | Mar. 31, 2022defendantclaim |
Norwich Pharmaceuticals Inc. Litigation | |||||
Loss Contingencies [Line Items] | |||||
Stay of approval, period | 30 months | ||||
Perrigo Israel Pharmaceuticals, Ltd. Litigation | |||||
Loss Contingencies [Line Items] | |||||
Stay of approval, period | 30 months | ||||
Padagis Litigation | |||||
Loss Contingencies [Line Items] | |||||
Stay of approval, period | 30 months | ||||
MSN Laboratories Private Ltd. Litigation | |||||
Loss Contingencies [Line Items] | |||||
Stay of approval, period | 30 months | ||||
Patent Infringement Litigation | Canada | |||||
Loss Contingencies [Line Items] | |||||
Number of separate defendants | defendant | 4 | ||||
Apotex Inc. Litigation | Canada | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits pending | claim | 2 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - case | 1 Months Ended | |||
Dec. 31, 2021 | Nov. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2022 | |
Shower to Shower Product Liability Litigation | ||||
Loss Contingencies [Line Items] | ||||
Stay of approval, period | 60 days | |||
Stay of approval, motion to extend, period | 60 days | |||
Shower to Shower Product Liability Litigation | Canada | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits pending | 2 | |||
Shower to Shower Product Liability Litigation | BRITISH COLUMBIA | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits pending | 1 | |||
Shower to Shower Product Liability Litigation | QUEBEC | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits pending | 1 | |||
Shower to Shower Product Liability Litigation | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits pending | 29 | |||
Shower to Shower Product Liability Litigation, Alleging Caused Ovarian Cancer, Mesothelioma or Breast Cancer | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of lawsuits pending | 28 | |||
MSN Laboratories Private Ltd. Litigation | ||||
Loss Contingencies [Line Items] | ||||
Stay of approval, period | 30 months |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | Jan. 28, 2019 | Apr. 30, 2018 |
Doctors Allergy Formula, LLC Litigation | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 23 | |
Litigation with Former Salix CEO | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 30 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022reporting_unit | |
Ortho Dermatologics | |
Segment reporting information | |
Number of reporting units | 2 |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | Jun. 08, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Segment reporting information | |||
Revenues | $ 1,918 | $ 2,027 | |
Operating income (loss) | 285 | (221) | |
Amortization of intangible assets | (310) | (357) | |
Goodwill impairments | 0 | (469) | |
Asset impairments, including loss on assets held for sale | (8) | (148) | |
Restructuring, integration, separation and IPO costs | (13) | (12) | |
Other income (expense), net | (2) | 30 | |
Interest income | 2 | 2 | |
Interest expense | (362) | (368) | |
Loss on extinguishment of debt | $ (38) | 0 | (5) |
Foreign exchange and other | (7) | 1 | |
Loss before provision for income taxes | (82) | (591) | |
Bausch + Lomb | |||
Segment reporting information | |||
Revenues | 889 | 881 | |
Salix | |||
Segment reporting information | |||
Revenues | 464 | 472 | |
International | |||
Segment reporting information | |||
Revenues | 244 | 306 | |
Solta Medical | |||
Segment reporting information | |||
Revenues | 72 | 72 | |
Diversified Products | |||
Segment reporting information | |||
Revenues | 249 | 296 | |
Operating Segment | |||
Segment reporting information | |||
Revenues | 1,918 | 2,027 | |
Operating income (loss) | 812 | 916 | |
Operating Segment | Bausch + Lomb | |||
Segment reporting information | |||
Revenues | 889 | 881 | |
Operating income (loss) | 206 | 239 | |
Operating Segment | Salix | |||
Segment reporting information | |||
Revenues | 464 | 472 | |
Operating income (loss) | 322 | 327 | |
Operating Segment | International | |||
Segment reporting information | |||
Revenues | 244 | 306 | |
Operating income (loss) | 91 | 109 | |
Operating Segment | Solta Medical | |||
Segment reporting information | |||
Revenues | 72 | 72 | |
Operating income (loss) | 35 | 41 | |
Operating Segment | Diversified Products | |||
Segment reporting information | |||
Revenues | 249 | 296 | |
Operating income (loss) | 158 | 200 | |
Corporate | |||
Segment reporting information | |||
Operating income (loss) | $ (194) | $ (181) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,918 | $ 2,027 |
Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 844 | 892 |
Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 458 | 454 |
OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 375 | 347 |
Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 221 | 310 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 20 | 24 |
Bausch + Lomb | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 889 | 881 |
Bausch + Lomb | Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 110 | 121 |
Bausch + Lomb | Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 386 | 382 |
Bausch + Lomb | OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 335 | 320 |
Bausch + Lomb | Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 52 | 51 |
Bausch + Lomb | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 6 | 7 |
Salix | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 464 | 472 |
Salix | Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 464 | 470 |
Salix | Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Salix | OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Salix | Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Salix | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 2 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 244 | 306 |
International | Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65 | 59 |
International | Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
International | OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 38 | 25 |
International | Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 133 | 212 |
International | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8 | 10 |
Solta Medical | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 72 | 72 |
Solta Medical | Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Solta Medical | Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 72 | 72 |
Solta Medical | OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Solta Medical | Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Solta Medical | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | |
Diversified Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 249 | 296 |
Diversified Products | Pharmaceuticals | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 205 | 242 |
Diversified Products | Devices | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Diversified Products | OTC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2 | 2 |
Diversified Products | Branded and Other Generics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 36 | 47 |
Diversified Products | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 6 | $ 5 |
SEGMENT INFORMATION - Narrati_2
SEGMENT INFORMATION - Narrative (Details) - product | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Number of products represented of total revenue | 10 | 10 |
Product Concentration Risk | Revenues | Customer, Top Ten Products | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 44.00% | 40.00% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 1,918 | $ 2,027 |
U.S. and Puerto Rico | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,115 | 1,162 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 103 | 110 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 78 | 76 |
Poland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 76 | 62 |
Mexico | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 61 | 69 |
France | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 57 | 54 |
Japan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 51 | 60 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 45 | 42 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 28 | 25 |
Russia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 25 | 31 |
Spain | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 21 | 19 |
Italy | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 20 | 17 |
South Korea | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 19 | 20 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 219 | $ 280 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AmerisourceBergen Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 18.00% | 18.00% |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 14.00% | 16.00% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 13.00% | 12.00% |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | May 10, 2022 | Mar. 31, 2022 | Jan. 18, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Common shares, outstanding (in shares) | 361,331,665 | 359,405,748 | ||
Long-term debt | $ 23,168,000,000 | $ 22,654,000,000 | ||
Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Threshold for incremental borrowings | $ 1,000,000,000 | |||
Interest coverage ratio (not less than) | 2 | |||
Revolving Credit Facility | Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio (not greater than) | 6.50 | |||
9.00% Senior Notes due December 2025 | Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Repurchased principal amount | $ 370,000,000 | |||
Stated interest rate on debt (as a percent) | 9.00% | |||
Debt covenant, redemption and discharge condition, amount, if circumstances met | $ 7,000,000,000 | |||
6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Long-term debt | $ 2,640,000,000 | $ 2,640,000,000 | ||
Stated interest rate on debt (as a percent) | 6.125% | |||
Subsequent Event | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Threshold for incremental borrowings | $ 1,000,000,000 | |||
Incremental borrowings interest rate | 40.00% | |||
Interest coverage ratio (not less than) | 2 | |||
Subsequent Event | Revolving Credit Facility | Senior Secured Notes | ||||
Subsequent Event [Line Items] | ||||
Secured leverage ratio (not greater than) | 3.50 | |||
Subsequent Event | Revolving Credit Facility | Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio (not greater than) | 6.50 | |||
Subsequent Event | Term Loan Due May 2027 | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 2,500,000,000 | |||
Term | 5 years | |||
Annual amortization rate (as a percent) | 1.00% | |||
Subsequent Event | Term Loan Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.015% | |||
Subsequent Event | Term Loan Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.475% | |||
Subsequent Event | Term Loan Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.015% | |||
Subsequent Event | Term Loan Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.475% | |||
Subsequent Event | Term Loan Due May 2027 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 3.25% | |||
Credit spread adjustment (as a percent) | 0.10% | |||
Subsequent Event | Term Loan Due May 2027 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.50% | |||
Subsequent Event | Term Loan Due May 2027 | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 2.25% | |||
Subsequent Event | Term Loan Due May 2027 | Base Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.50% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Term | 5 years | |||
Maximum borrowing capacity | $ 500,000,000 | |||
Facility fee (as a percent) | 0.25% | |||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100.00% | |||
Percentage of cash proceeds from incurrence of debt | 100.00% | |||
Percentage of annual excess cash flow | 50.00% | |||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100.00% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | Minimum | ||||
Subsequent Event [Line Items] | ||||
Commitment fee (as a percent) | 0.11% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | Maximum | ||||
Subsequent Event [Line Items] | ||||
Commitment fee (as a percent) | 0.275% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | SOFR, CDOR, EURIBOR and SONIA Rates | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.00% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.75% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 2.75% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.00% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.75% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.75% | |||
Subsequent Event | Revolving Credit Facility Due May 2027 | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Subsequent Event [Line Items] | ||||
Credit spread adjustment (as a percent) | 0.10% | |||
Subsequent Event | 2027 Term Loan B Facility | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 2,500,000,000 | |||
Annual amortization rate (as a percent) | 5.00% | |||
Subsequent Event | 2027 Term Loan B Facility | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.00% | |||
Subsequent Event | 2027 Term Loan B Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 5.25% | |||
Subsequent Event | 2027 Term Loan B Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.50% | |||
Credit spread adjustment (as a percent) | 0.10% | |||
Subsequent Event | 2027 Term Loan B Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Credit spread adjustment (as a percent) | 0.25% | |||
Subsequent Event | 2027 Term Loan B Facility | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 4.25% | |||
Subsequent Event | 2027 Term Loan B Facility | Base Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 1.50% | |||
Subsequent Event | 2027 Term Loan B Facility | SOFR, CDOR and EURIBOR Rates | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 0.00% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Maximum borrowing capacity | $ 975,000,000 | |||
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 | |||
Long-term debt | $ 350,000,000 | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Minimum | ||||
Subsequent Event [Line Items] | ||||
Commitment fee (as a percent) | 0.25% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Maximum | ||||
Subsequent Event [Line Items] | ||||
Commitment fee (as a percent) | 0.50% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 3.75% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 4.25% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 2.75% | |||
Subsequent Event | 2027 Revolving Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||
Subsequent Event [Line Items] | ||||
Variable rate (as a percent) | 3.25% | |||
Subsequent Event | Senior Secured Credit Facilities | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100.00% | |||
Percentage of cash proceeds from incurrence of debt | 100.00% | |||
Percentage of annual excess cash flow | 50.00% | |||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100.00% | |||
Subsequent Event | New Restated Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Total leverage ratio | 760.00% | |||
Subsequent Event | 6.125% Senior Notes Due April 2025 | Senior Unsecured Notes | ||||
Subsequent Event [Line Items] | ||||
Stated interest rate on debt (as a percent) | 6.125% | |||
Redemption price (as a percent) | 101.021% | |||
Subsequent Event | B+L IPO | ||||
Subsequent Event [Line Items] | ||||
Shares sold (in shares) | 35,000,000 | |||
Price of shares sold (in usd per share) | $ 18 | |||
Shares sold, net proceeds | $ 560,000,000 | |||
Subsequent Event | Over-Allotment | ||||
Subsequent Event [Line Items] | ||||
Shares sold (in shares) | 5,250,000 | |||
Underwriters option to purchase additional shares, term | 30 days | |||
Subsequent Event | Over-Allotment | Bausch + Lomb | ||||
Subsequent Event [Line Items] | ||||
Common shares, outstanding (in shares) | 315,000,000 | |||
Percentage of shares held | 90.00% |