Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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) | 364,334,264 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 579 | $ 564 |
Restricted cash | 9 | 27 |
Trade receivables, net | 1,743 | 1,790 |
Inventories, net | 1,240 | 1,090 |
Prepaid expenses and other current assets | 890 | 776 |
Total current assets | 4,461 | 4,247 |
Property, plant and equipment, net | 1,599 | 1,600 |
Intangible assets, net | 5,299 | 5,800 |
Goodwill | 11,628 | 11,547 |
Deferred tax assets, net | 2,191 | 2,166 |
Other non-current assets | 325 | 326 |
Total assets | 25,503 | 25,686 |
Current liabilities: | ||
Accounts payable | 515 | 521 |
Accrued and other current liabilities | 3,008 | 2,988 |
Current portion of long-term debt | 444 | 432 |
Total current liabilities | 3,967 | 3,941 |
Acquisition-related contingent consideration | 197 | 208 |
Non-current portion of long-term debt | 20,108 | 20,334 |
Deferred tax liabilities, net | 215 | 202 |
Other non-current liabilities | 745 | 741 |
Total liabilities | 25,232 | 25,426 |
Commitments and contingencies (Note 17) | ||
Equity | ||
Common shares, no par value, unlimited shares authorized, 364,063,514 and 361,898,846 issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 10,412 | 10,391 |
Additional paid-in capital | 188 | 159 |
Accumulated deficit | (9,361) | (9,186) |
Accumulated other comprehensive loss | (1,902) | (2,056) |
Total Bausch Health Companies Inc. shareholders’ deficit | (663) | (692) |
Noncontrolling interest | 934 | 952 |
Total equity | 271 | 260 |
Total liabilities and equity | $ 25,503 | $ 25,686 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 364,063,514 | 361,898,846 |
Common shares, outstanding (in shares) | 364,063,514 | 361,898,846 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Revenues | $ 2,167 | $ 1,967 | $ 4,111 | $ 3,885 |
Expenses | ||||
Selling, general and administrative | 711 | 676 | 1,436 | 1,298 |
Research and development | 156 | 127 | 299 | 254 |
Amortization of intangible assets | 269 | 302 | 542 | 612 |
Goodwill impairments | 0 | 83 | 0 | 83 |
Asset impairments | 37 | 6 | 50 | 14 |
Restructuring, integration, separation and IPO costs | 16 | 35 | 26 | 48 |
Other (income) expense, net | (83) | 0 | (60) | 2 |
Total expenses | 1,755 | 1,806 | 3,524 | 3,439 |
Operating income | 412 | 161 | 587 | 446 |
Interest income | 7 | 3 | 13 | 5 |
Interest expense | (319) | (410) | (626) | (772) |
Gain on extinguishment of debt | 0 | 113 | 0 | 113 |
Foreign exchange and other | (21) | 4 | (31) | (3) |
Income (loss) before income taxes | 79 | (129) | (57) | (211) |
(Provision for) benefit from income taxes | (52) | (10) | (125) | 6 |
Net income (loss) | 27 | (139) | (182) | (205) |
Net (income) loss attributable to noncontrolling interest | (1) | (6) | 7 | (9) |
Net income (loss) attributable to Bausch Health Companies Inc. | $ 26 | $ (145) | $ (175) | $ (214) |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.07 | $ (0.40) | $ (0.48) | $ (0.59) |
Diluted (in usd per share) | $ 0.07 | $ (0.40) | $ (0.48) | $ (0.59) |
Weighted-average common shares | ||||
Basic (in shares) | 364.8 | 362.2 | 364.1 | 361.5 |
Diluted (in shares) | 367.1 | 362.2 | 364.1 | 361.5 |
Product sales | ||||
Revenues | ||||
Revenues | $ 2,146 | $ 1,944 | $ 4,068 | $ 3,835 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 640 | 568 | 1,212 | 1,104 |
Other revenues | ||||
Revenues | ||||
Revenues | 21 | 23 | 43 | 50 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 9 | $ 9 | $ 19 | $ 24 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 27 | $ (139) | $ (182) | $ (205) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 69 | (166) | 134 | (222) |
Pension and postretirement benefit plan adjustments, net of income taxes | 0 | 1 | 0 | 7 |
Other comprehensive income (loss) | 69 | (165) | 134 | (215) |
Comprehensive income (loss) | 96 | (304) | (48) | (420) |
Comprehensive loss (income) attributable to noncontrolling interest | 17 | (6) | 27 | (9) |
Comprehensive income (loss) attributable to Bausch Health Companies Inc. | $ 113 | $ (310) | $ (21) | $ (429) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Bausch Health Companies Inc. Shareholders’ Deficit | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2021 | 359,400,000 | ||||||
Beginning Balance at Dec. 31, 2021 | $ (34) | $ (106) | $ 10,317 | $ 462 | $ (8,961) | $ (1,924) | $ 72 |
Increase (Decrease) in Shareholders' Equity | |||||||
Proceeds from B+L initial public offering, net of costs (Note 2) | 675 | (190) | (327) | 137 | 865 | ||
Common shares issued under share-based compensation plans (in shares) | 2,200,000 | ||||||
Common shares issued under share-based compensation plans | 3 | 3 | $ 63 | (60) | |||
Share-based compensation | 58 | 58 | 58 | ||||
Employee withholding taxes related to share-based awards | (29) | (29) | (29) | ||||
Net (loss) income | (205) | (214) | (214) | 9 | |||
Other comprehensive income (loss) | (215) | (215) | (215) | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 361,600,000 | ||||||
Ending Balance at Jun. 30, 2022 | 253 | (693) | $ 10,380 | 104 | (9,175) | (2,002) | 946 |
Beginning Balance (in shares) at Mar. 31, 2022 | 361,300,000 | ||||||
Beginning Balance at Mar. 31, 2022 | (141) | (216) | $ 10,373 | 415 | (9,030) | (1,974) | 75 |
Increase (Decrease) in Shareholders' Equity | |||||||
Proceeds from B+L initial public offering, net of costs (Note 2) | 675 | (190) | (327) | 137 | 865 | ||
Common shares issued under share-based compensation plans (in shares) | 300,000 | ||||||
Common shares issued under share-based compensation plans | 1 | 1 | $ 7 | (6) | |||
Share-based compensation | 26 | 26 | 26 | ||||
Employee withholding taxes related to share-based awards | (4) | (4) | (4) | ||||
Net (loss) income | (139) | (145) | (145) | 6 | |||
Other comprehensive income (loss) | (165) | (165) | (165) | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 361,600,000 | ||||||
Ending Balance at Jun. 30, 2022 | $ 253 | (693) | $ 10,380 | 104 | (9,175) | (2,002) | 946 |
Beginning Balance (in shares) at Dec. 31, 2022 | 361,898,846 | 361,900,000 | |||||
Beginning Balance at Dec. 31, 2022 | $ 260 | (692) | $ 10,391 | 159 | (9,186) | (2,056) | 952 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 2,100,000 | ||||||
Common shares issued under share-based compensation plans | 0 | $ 21 | (21) | ||||
Share-based compensation | 74 | 74 | 74 | ||||
Employee withholding taxes related to share-based awards | (15) | (15) | (15) | ||||
Vesting of B+L equity compensation | 0 | (9) | (9) | 9 | |||
Net (loss) income | (182) | (175) | (175) | (7) | |||
Other comprehensive income (loss) | $ 134 | 154 | 154 | (20) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 364,063,514 | 364,000,000 | |||||
Ending Balance at Jun. 30, 2023 | $ 271 | (663) | $ 10,412 | 188 | (9,361) | (1,902) | 934 |
Beginning Balance (in shares) at Mar. 31, 2023 | 363,600,000 | ||||||
Beginning Balance at Mar. 31, 2023 | 145 | (800) | $ 10,405 | 171 | (9,387) | (1,989) | 945 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 400,000 | ||||||
Common shares issued under share-based compensation plans | 0 | $ 7 | (7) | ||||
Share-based compensation | 33 | 33 | 33 | ||||
Employee withholding taxes related to share-based awards | (3) | (3) | (3) | ||||
Vesting of B+L equity compensation | 0 | (6) | (6) | 6 | |||
Net (loss) income | 27 | 26 | 26 | 1 | |||
Other comprehensive income (loss) | $ 69 | 87 | 87 | (18) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 364,063,514 | 364,000,000 | |||||
Ending Balance at Jun. 30, 2023 | $ 271 | $ (663) | $ 10,412 | $ 188 | $ (9,361) | $ (1,902) | $ 934 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (182) | $ (205) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 634 | 699 |
Amortization and write-off of debt premiums, discounts and issuance costs | 23 | 64 |
Asset impairments | 50 | 14 |
Goodwill impairments | 0 | 83 |
Acquisition-related contingent consideration | 14 | (2) |
Allowances for losses on trade receivable and inventories | 32 | 19 |
Deferred income taxes | (30) | (99) |
Net loss (gain) on sale of assets | 1 | (3) |
Adjustments to accrued legal settlements | 0 | 7 |
Payments of accrued legal settlements | (2) | (360) |
Share-based compensation | 74 | 58 |
Foreign exchange loss | 15 | 0 |
Gain excluded from hedge effectiveness | (6) | 0 |
Gain on extinguishment of debt | 0 | (113) |
Third party fees paid in connection with the Exchange Offer | (2) | 0 |
Payments of contingent consideration adjustments, including accretion | (3) | (1) |
Other | 6 | 4 |
Changes in operating assets and liabilities: | ||
Trade receivables | 55 | 107 |
Inventories | (160) | (138) |
Prepaid expenses and other current assets | (54) | (48) |
Accounts payable, accrued and other liabilities | (105) | (26) |
Net cash provided by operating activities | 360 | 60 |
Cash Flows From Investing Activities | ||
Acquisitions and other investments | (31) | 0 |
Purchases of property, plant and equipment | (75) | (98) |
Payments for intangible and other assets | (7) | (15) |
Purchases of marketable securities | (11) | (14) |
Proceeds from sale of marketable securities | 9 | 13 |
Proceeds from sale of assets and businesses, net of costs to sell | 1 | 0 |
Interest settlements from cross-currency swaps | 6 | 0 |
Net cash used in investing activities | (108) | (114) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 455 | 6,320 |
Repayments of long-term debt | (690) | (7,083) |
Proceeds from B+L initial public offering, net of costs | 0 | 675 |
Payments of employee withholding taxes related to share-based awards | (15) | (29) |
Payments of acquisition-related contingent consideration | (11) | (13) |
Payments of financing costs | (1) | (34) |
Other | 0 | 2 |
Net cash used in financing activities | (262) | (162) |
Effect of exchange rate changes on cash, cash equivalents and other | 7 | (24) |
Net decrease in cash, cash equivalents, restricted cash and other settlement deposits | (3) | (240) |
Cash, cash equivalents, restricted cash and other settlement deposits, beginning of period | 591 | 2,119 |
Cash, cash equivalents, restricted cash and other settlement deposits, end of period | 588 | 1,879 |
Cash and cash equivalents | 579 | 659 |
Restricted cash | 9 | 1,220 |
Cash, cash equivalents, restricted cash and other settlement deposits, end of period | $ 588 | $ 1,879 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
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 global, diversified specialty pharmaceutical and medical device company that develops, manufactures and markets, primarily in the therapeutic areas of gastroenterology (“GI”), hepatology, neurology and dermatology, a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and aesthetic medical devices, and, through its approximately 89% ownership of Bausch + Lomb Corporation (“Bausch + Lomb” or “B+L”), branded, and branded generic pharmaceuticals, OTC products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment) in the therapeutic areas of eye health. The Company’s products are marketed directly or indirectly in approximately 100 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying unaudited Condensed 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 Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2023. The unaudited Condensed Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2022. The unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Separation of the Bausch + Lomb Eye Health Business On August 6, 2020, the Company announced its plan to separate its eye health business, consisting of its Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals (formerly known as Ophthalmic Pharmaceuticals) businesses into an independent publicly traded entity, Bausch + Lomb, from the remainder of Bausch Health Companies Inc. (the “B+L Separation”). On May 5, 2022, the registration statement related to the initial public offering of Bausch +Lomb (the “B+L IPO”) was declared effective, and B+L’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, B+L was an indirect wholly-owned subsidiary of Bausch Health. On May 10, 2022, a wholly owned subsidiary of Bausch Health sold 35,000,000 common shares of B+L pursuant to the B+L IPO. Upon the closing of the B+L IPO and after giving effect to the subsequent partial exercise of the over-allotment option by the underwriters, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 89% of B+L’s outstanding common shares as of June 30, 2023. The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of applicable shareholder and other necessary approvals. The Company continues to evaluate all relevant factors and considerations related to completing the B+L Separation, including the effect of the Norwich Legal Decision (see “ Xifaxan ® Paragraph IV Proceedings ” of Note 17, “LEGAL PROCEEDINGS”) on the B+L Separation. The B+L IPO established two separate companies that include: (i) a diversified pharmaceutical company comprised of the Salix, International, Diversified (dentistry, neurology, medical dermatology and generics pharmaceutical), and Solta Medical aesthetic medical device businesses and (ii) a fully integrated eye health company which consists of the Bausch + Lomb Vision Care, Surgical and Pharmaceuticals businesses. Other than the effects of the B+L IPO described above, these unaudited Condensed Consolidated Financial Statements do not include any adjustments to give effect to the B+L Separation. Use of Estimates In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions. 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 Condensed 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 Condensed 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. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of GI, hepatology, neurology, dermatology and eye health, 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 aesthetic medical devices). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue which is derived primarily from contract manufacturing for third parties and which is not material. See Note 18, “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. 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 six months ended June 30, 2023 and 2022. Six Months Ended June 30, 2023 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2023 $ 188 $ 427 $ 1,023 $ 196 $ 76 $ 1,910 Current period provisions 297 79 1,364 989 123 2,852 Payments and credits (315) (103) (1,372) (1,004) (110) (2,904) Reserve balances, June 30, 2023 $ 170 $ 403 $ 1,015 $ 181 $ 89 $ 1,858 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $55 million and $40 million as of June 30, 2023 and January 1, 2023, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. There were no price appreciation credits during the six months ended June 30, 2023. Six Months Ended June 30, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 278 60 1,236 1,028 108 2,710 Payments and credits (303) (107) (1,170) (976) (46) (2,602) Reserve balances, June 30, 2022 $ 197 $ 435 $ 1,010 $ 222 $ 107 $ 1,971 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $48 million and $36 million as of June 30, 2022 and January 1, 2022, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. There were no price appreciation credits during the six months ended June 30, 2022. 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 collateral (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 six months ended June 30, 2023 and 2022 is as follows. (in millions) 2023 2022 Balance, beginning of period $ 33 $ 35 Provision for expected credit losses 2 1 Write-offs charged against the allowance (2) (1) Recoveries of amounts previously written off 3 3 Foreign exchange and other (3) (2) Balance, end of period $ 33 $ 36 |
LICENSING AGREEMENTS AND ACQUIS
LICENSING AGREEMENTS AND ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
LICENSING AGREEMENTS AND ACQUISITIONS | LICENSING AGREEMENTS AND ACQUISITIONS 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. Acquisition of XIIDRA ® On June 30, 2023, a wholly owned subsidiary of Bausch + Lomb, Bausch + Lomb Ireland Limited, entered into a Stock and Asset Purchase Agreement with Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) to acquire XIIDRA ® (lifitegrast ophthalmic solution) and certain other ophthalmology assets. This acquisition is intended to complement and grow Bausch + Lomb’s existing dry eye franchise. Under the terms of the agreement, Bausch + Lomb, through its affiliate, has agreed to acquire XIIDRA ® and certain other ophthalmology assets from Novartis for an upfront cash payment, at closing, of $1,750 million, with potential milestone obligations of up to $750 million, in part, payable upon the achievement of specified commercialization and sales milestones for certain pipeline products to be acquired as part of the transaction and, in part, upon the achievement of specified sales milestones for XIIDRA ® . The transaction is expected to close by the end of 2023, subject to receipt of regulatory approval and other customary closing conditions. Bausch + Lomb has obtained debt financing commitments for purposes of this transaction and intends to finance the $1,750 million upfront cash payment with new debt prior to the closing of the transaction. Acquisition of AcuFocus On January 17, 2023, Bausch + Lomb acquired AcuFocus, Inc., an ophthalmic medical device company, for an upfront payment of $35 million, $31 million of which was paid in January 2023, with the remaining purchase price to be paid within 18 months following the date of the transaction, less any amounts that are the subject of any indemnification claims . The acquisition was made to acquire certain small aperture intraocular technology for the treatment of certain cataract conditions. Additional contingent payments may be payable upon achievement of future sales milestones. Bausch + Lomb recorded an initial acquisition-related contingent consideration liability of $5 million. As a result of this transaction, recorded within the Condensed Consolidated Balance Sheets are Intangibles, net of $28 million, Goodwill of $8 million, other assets of $9 million and liabilities of $6 million. |
RESTRUCTURING, INTEGRATION, SEP
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS | 6 Months Ended |
Jun. 30, 2023 | |
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 implement 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 Company incurred $25 million of restructuring and integration costs during each of the six months ended June 30, 2023 and 2022. Separation Costs, Separation-related Costs, IPO Costs and IPO-related Costs The Company has incurred, and will incur, costs associated with activities relating to the B+L Separation. In 2022, the Company also incurred costs associated with activities relating to the then planned initial public offering of its aesthetic medical device business, Solta Medical (the “Solta IPO”), which was suspended in June 2022. These B+L Separation and Solta IPO activities include: (i) separating the Bausch + Lomb and, in 2022, Solta Medical businesses from the remainder of the Company, (ii) completing the B+L IPO and, in 2022, preparing for the suspended Solta IPO and (iii) the actions necessary for Bausch + Lomb to become an independent publicly traded entity. Separation and IPO costs are incremental costs directly related to the B+L Separation and, in 2022, the suspended 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 Bausch + Lomb. Included in Restructuring, integration, separation and IPO costs for the six months ended June 30, 2023 and 2022 are separation and IPO costs of $1 million and $23 million, respectively. The Company has incurred, and expects to continue to incur, incremental costs with respect to the B+L Separation. During 2022, the Company also incurred incremental costs indirectly related to the suspended Solta IPO. These 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 six months ended June 30, 2023 and 2022 are separation-related and IPO-related costs of $13 million and $64 million, respectively. The extent and timing of future charges of these costs to complete the B+L Separation cannot be reasonably estimated at this time and could be material. |
FAIR VALUE MEASUREMENTS AND FIN
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 December 31, 2022 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 62 $ 54 $ 8 $ — $ 94 $ 85 $ 9 $ — Restricted cash $ 9 $ 9 $ — $ — $ 27 $ 27 $ — $ — Foreign currency exchange contracts $ 5 $ — $ 5 $ — $ 6 $ — $ 6 $ — Liabilities: Acquisition-related contingent consideration $ 248 $ — $ — $ 248 $ 241 $ — $ — $ 241 Cross-currency swaps $ 62 $ — $ 62 $ — $ 39 $ — $ 39 $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 4 $ — $ 4 $ — Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of three months or less when purchased, and are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature. Cash, cash equivalents and restricted cash as presented in the Condensed Consolidated Balance Sheet as of June 30, 2023 includes $392 million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb. Cash held by Bausch + Lomb legal entities and any future cash from the operating, investing and financing activities of Bausch + Lomb is expected to be retained by Bausch + Lomb entities and are generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders. There were no transfers into or out of Level 3 assets or liabilities during the six months ended June 30, 2023. Cross-currency Swaps During the third quarter of 2022, Bausch + Lomb entered into cross-currency swaps, with aggregate notional amounts of $1,000 million, to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its Condensed Consolidated Financial Statements from fluctuation in exchange rates. The euro-denominated net investment being hedged is Bausch + Lomb’s investment in certain Bausch + Lomb euro-denominated subsidiaries. Bausch + Lomb’s cross-currency swaps qualify for and have been designated as a hedge of the foreign currency exposure of a net investment in a foreign operation and are remeasured at each reporting date to reflect changes in their fair values. The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 are as follows: (in millions) June 30, December 31, Other non-current liabilities $ 68 $ 45 Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ 62 $ 39 The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Income (loss) and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Loss recognized in Other comprehensive loss $ 17 $ — $ 23 $ — Gain excluded from assessment of hedge effectiveness $ 3 $ — $ 6 $ — Location of gain of excluded component Interest Expense Interest Expense No portion of the cross-currency swaps were ineffective for the six months ended June 30, 2023. During the six months ended June 30, 2023 and 2022, the Company received $6 million and $0, respectively, in interest settlements, which are reported as investing activities in the Condensed Consolidated Statements of Cash Flows. Foreign Currency Exchange Contracts 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. As of June 30, 2023, the Company’s outstanding foreign currency exchange contracts had an aggregate notional amount of $494 million. The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (1) $ (4) Prepaid expenses and other current assets $ 5 $ 6 Net fair value $ 4 $ 2 The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Gain (loss) related to changes in fair value $ 1 $ (3) $ 2 $ (10) Gain (loss) related to settlements $ 8 $ (10) $ 4 $ (3) 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 June 30, 2023, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 6% to 28%, 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 June 30, 2023. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022: June 30, (in millions) 2023 2022 Balance, beginning of period $ 241 $ 241 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 9 $ 8 Fair value adjustments due to changes in estimates of other future payments 6 (10) Acquisition-related contingent consideration 15 (2) Acquisition of AcuFocus, Inc. 5 — Payments/Settlements (14) (14) Foreign currency translation adjustment included in Other comprehensive loss 1 — Balance, end of period 248 225 Current portion included in Accrued and other current liabilities 50 37 Non-current portion $ 198 $ 188 Fair Value of Long-term Debt |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 405 $ 326 Work in process 114 98 Finished goods 721 666 $ 1,240 $ 1,090 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: June 30, 2023 December 31, 2022 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,965 $ (17,758) $ 3,207 $ 20,840 $ (17,196) $ 3,644 Corporate brands 910 (592) 318 899 (542) 357 Product rights/patents 3,353 (3,282) 71 3,347 (3,251) 96 Partner relationships 157 (157) — 149 (149) — Technology and other 204 (199) 5 201 (196) 5 Total finite-lived intangible assets 25,589 (21,988) 3,601 25,436 (21,334) 4,102 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,287 $ (21,988) $ 5,299 $ 27,134 $ (21,334) $ 5,800 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 Condensed Consolidated Statements 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. The Company estimates the fair values of long-lived assets with finite lives using an undiscounted cash flow model which utilizes Level 3 unobservable inputs. The undiscounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, selling, general and administrative expenses and research and development expenses. Asset impairments for the three and six months ended June 30, 2023, were $37 million and $50 million, respectively. Asset impairments for the three months ended June 30, 2023, primarily related to the Company’s Uceris ® Foam product, as discussed below. Asset impairments for the six months ended June 30, 2023, also include impairments of $8 million, in aggregate, attributable to certain trade names no longer in use and $5 million related to the discontinuance of a certain product line. In the second quarter of 2023, the U.S. Food and Drug Administration (“FDA”) approved an Abbreviated New Drug Application (“ANDA”) submitted by a competitor for a budesonide (a steroid (cortisone-like) medicine) foam to help treat mild to moderate active ulcerative colitis. This product, which began to be sold by the competitor in the three months ended June 30, 2023, is a generic version of the Company’s Uceris ® Foam product. During the second quarter of 2023, the Company revised its long-term outlook for the Uceris ® Foam product to reflect the entrant of this, and potentially other, generic competitors. As a result, the Company recognized an impairment of $37 million to reduce the carrying value of the Uceris ® Foam product related intangible assets to their estimated fair value. As of June 30, 2023, the remaining carrying value of the Uceris ® Foam product related intangible assets was not material. Asset impairments for the three and six months ended June 30, 2022, were $6 million and $14 million, respectively, primarily related to discontinuances and decreases in the forecasted sales of certain product lines. Xifaxan ® intangible assets included in the unaudited Condensed Consolidated Balance Sheets had a carrying value of $2,424 million and an estimated remaining useful life of 54 months as of June 30, 2023. On August 10, 2022, a court held, among other matters, that certain U.S. patents protecting the composition and use of Xifaxan ® for treating inflammatory bowel syndrome with diarrhea (“IBS-D”) were invalid (the “Norwich Legal Decision”). On August 16, 2022, the Company appealed the Norwich Legal Decision and intends to vigorously defend its Xifaxan ® intellectual property. See “Xifaxan ® Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS” for details of this litigation matter and the Company’s response. As the ultimate outcome of the Norwich Legal Decision and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® , the Company determined that, in the third quarter of 2022, the ruling in the Norwich Legal Decision constituted an event requiring assessment of the Xifaxan ® intangible assets for potential impairment using different scenarios representing a range of different outcomes which address, among other things, the timing of when a competitor or competitors will be able to successfully launch a generic version to Xifaxan ® , if they are able to launch one at all. This assessment resulted in no impairment of the carrying value of the Xifaxan ® finite-lived intangible assets as of September 30, 2022. From September 30, 2022 through the second quarter of 2023 there were no material changes to the facts and circumstances of the Norwich Legal Decision or to actual or expected business performance for Xifaxan ® . Based on these factors, no impairment to the carrying value of the Xifaxan ® finite-lived intangible assets was identified as of June 30, 2023. The Company also determined that no change to the remaining useful lives of its Xifaxan ® finite-lived intangible assets was required. It is possible that the Norwich Legal Decision and other potential future developments: (i) may adversely impact the estimated future cash flows associated with these products, which could result in an impairment of the value of these intangible assets in one or more future periods and (ii) may result in shortened useful lives of the Xifaxan ® intangible assets, which would increase amortization expense in future periods. Any such impairment or shortening of the useful lives of Xifaxan ® could be material to the results of operations of the Company in the period or periods in which they were to occur. Estimated amortization expense of finite-lived intangible assets for the remainder of 2023 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2023 2024 2025 2026 2027 2028 Thereafter Total Amortization $ 483 $ 884 $ 804 $ 677 $ 640 $ 42 $ 71 $ 3,601 Goodwill The changes in the carrying amounts of goodwill during the six months ended June 30, 2023 and the year ended December 31, 2022 were as follows: (in millions) Bausch + Lomb Salix International Dermatology Solta Medical Diversified Total Balance, January 1, 2022 $ 5,318 $ 3,159 $ 825 $ 798 $ — $ 2,357 $ 12,457 Realignment of segment goodwill — — — (798) 115 683 — Additions 5 — — — — — 5 Impairment — — — — — (824) (824) Foreign exchange and other (77) — (36) — — 22 (91) Balance, December 31, 2022 5,246 3,159 789 — 115 2,238 11,547 Additions 8 — — — — — 8 Foreign exchange and other 25 — 55 — — (7) 73 Balance, June 30, 2023 $ 5,279 $ 3,159 $ 844 $ — $ 115 $ 2,231 $ 11,628 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 charges could be material. 2022 March 31, 2022 Interim Assessment During the three months ended March 31, 2022, macroeconomic factors had impacted interest rates and the U.S. inflation rate was higher than previously expected. Given the limited headroom of the Dermatology (formerly Ortho Dermatologics) reporting unit as calculated on October 1, 2021, the Company believed that these facts and circumstances suggested the fair value of the Dermatology 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 which reflected current market conditions and current trends in business performance. The quantitative fair value test utilized a long-term growth rate of 1.0% and a discount rate of 9.0%. The discount rate contemplated 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 Dermatology 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. June 30, 2022 Interim Assessment Dermatology During the three months ended June 30, 2022, increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S. and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit as of March 31, 2022. Given the limited headroom of the Dermatology reporting unit as calculated on March 31, 2022, the Company believed that these facts and circumstances suggested the fair value of the Dermatology 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 for the Dermatology reporting unit as revised in the second quarter of 2022 which reflected current market conditions and current trends in business performance. The Company’s discounted cash flow model for the Dermatology reporting unit included a range of potential outcomes for, among other matters, 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 quantitative fair value test utilized a long-term growth rate of 1.0% and a discount rate of 10.0%. The discount rate had increased 1.0% since the assessment performed as of March 31, 2022, as a result of changes in macroeconomic conditions, including an increase in the risk-free rate during the three months ended June 30, 2022. Based on the quantitative fair value test, the carrying value of the Dermatology reporting unit exceeded its fair value as of June 30, 2022, and the Company recognized a goodwill impairment of $83 million. Bausch + Lomb Reporting Units During the period May 6, 2022 (the date Bausch + Lomb’s stock began trading publicly) through June 30, 2022, equity and bond markets were negatively impacted by various macroeconomic and geopolitical factors including, but not limited to: rising inflation rates in the U.S. and abroad, uncertainties created by the Russia/Ukraine conflict, interest rate volatility, COVID-19 related lockdowns and supply issues. The equity markets negatively impacted the market price for Bausch + Lomb’s common stock which as of June 30, 2022 was trading below its IPO offering price. The Company believed that these facts and circumstances suggest the fair value of the three reporting units of the Bausch + Lomb segment could be less than their respective carrying amounts. Therefore, separate quantitative fair value tests were performed for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment. The quantitative fair value tests utilized the Company’s most recent cash flow projections for each of its reporting units as revised in the second quarter of 2022 which reflected current market conditions and current trends in business performance. The quantitative fair value tests utilized long-term growth rates of 2.0% and 3.0% and discount rates of 9.0% and 11.5%. After completing the testing, the fair value of each of these reporting units exceeded their respective carrying values by more than 25%, and, therefore, there was no impairment to goodwill. September 30, 2022 Interim Assessment Dermatology During the third quarter of 2022, the Company continued to monitor the market conditions impacting the Dermatology reporting unit. Continued increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S. and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit at June 30, 2022. Based on the impairment of goodwill recognized in the second quarter of 2022 for the Dermatology reporting unit, the reporting unit had no headroom as calculated on June 30, 2022, and as such, the Company believed that these facts and circumstances suggested the fair value of the Dermatology 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 for the Dermatology reporting unit as revised in the third quarter of 2022 which reflected current market conditions and current trends in business performance. The Company’s discounted cash flow model for the Dermatology reporting unit included, among other matters, volatility in many of the equity markets and pressures on market interest rates and macroeconomic factors such as changes in inflation for many commodities. The quantitative fair value test utilized a long-term growth rate of 1.0% and the discount rate increased from 10.0% at June 30, 2022 to 10.5% at September 30, 2022, which reflected the increases in market interest rates. Based on the quantitative fair value test, the carrying value of the Dermatology reporting unit exceeded its fair value at September 30, 2022, and the Company recognized a goodwill impairment of $119 million for the three months ended September 30, 2022. As of September 30, 2022, the Dermatology reporting unit had remaining goodwill of $480 million. Salix On August 10, 2022, the Norwich Legal Decision was issued that held, among other matters, that certain U.S. Patents protecting the composition and use of Xifaxan ® for treating IBS-D were invalid. On August 16, 2022, the Company appealed the Norwich Legal Decision and intends to vigorously defend its Xifaxan ® intellectual property. See “ Xifaxan ® Paragraph IV Proceedings ” of Note 17, “LEGAL PROCEEDINGS”, for details of this litigation matter and the Company’s response. Xifaxan ® revenues represent approximately 80% of the Salix reporting unit’s revenue. The ultimate outcome of the Norwich Legal Decision, and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® . As such, the Company believed that this uncertainty of the possible outcomes of the Norwich Legal Decision and the potential impact on Xifaxan ® revenues were indicators that the Salix reporting unit’s fair value could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The Company performed its quantitative fair value test using a probability-weighted discounted cash flow analysis, with a base case representing the Company’s most recent cash flow projections as revised in the third quarter of 2022, as well as different scenarios representing a range of different outcomes which address, among other things, the range of possible outcomes of the Norwich Legal Decision and the timing of when a competitor or competitors could be able to successfully launch a generic version of Xifaxan ® , if they are able to launch one at all. The forecasted cash flows under each set of outcomes were discounted utilizing a long-term growth rate of 2.5% and discount rates of 9.75% and 10.0%. The Company assigned a probability weighting to each scenario reflecting its best estimate of likelihood of the outcome resulting in each scenario, and calculated a weighted average of the valuations derived from the discounted cash flows under each scenario using this probability weighting. As of September 30, 2022, the carrying value of the Salix reporting unit was less than its fair value as determined by the Company’s probability-weighted discount valuation model and therefore no impairment was recorded as of September 30, 2022. However, as the Company’s probability-weighted discount valuation includes certain scenarios under which the Company does not retain market exclusivity for Xifaxan ® through January 2028, these probability-weighted fair values of the Salix reporting unit exceeded its carrying value by less than 5%. During the interim periods of 2022, no events occurred, or circumstances changed during the period October 1, 2021 (the date of the last annual impairment test) through September 30, 2022, that indicated that the fair value of any reporting unit, other than the Dermatology reporting unit, the Salix reporting unit and the reporting units of the Bausch + Lomb segment, might be below their respective carrying values. 2022 Annual Impairment Test The Company’s annual goodwill impairment test as of October 1, 2022, included performing separate quantitative fair value tests for the Neurology and Other reporting unit and the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment. For its remaining reporting units, the Company conducted its annual goodwill impairment test as of October 1, 2022, by first assessing qualitative factors. Based on its qualitative assessment as of October 1, 2022, management believed that, it was more likely than not that the carrying amounts of its remaining 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. Neurology and Other The Neurology and Other reporting unit operates in the United States, where shifting market dynamics, including changes in payer demands, health care legislation, and other regulations are contributing to increasing pressure for the reduction of healthcare costs, through both pricing of pharmaceutical products and/or directing patients to lower cost unbranded generic products. The nature of the Neurology and Other reporting unit’s product portfolio, which includes branded generic pharmaceuticals, is by its nature impacted by these changing market dynamics. As a result, the Company has begun taking steps to: (i) reassess its pricing strategies, (ii) re-evaluate its marketing and promotional efforts and (iii) reduce its cost structure, and has revised its long-term forecasts for the Neurology and Other reporting unit to reflect these developments. The quantitative fair value test for the Neurology and Other reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2022 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of -2.5% and a discount rate of 10.25% in the estimation of the reporting unit’s fair value. As a result of the revisions to its long-term expectations for these and other factors, goodwill for the Neurology and Other reporting unit was impaired during the Company’s most recent annual impairment test reflecting its best estimate at that time of the outlook and risks of this business. Based on the quantitative fair value test, the carrying value of the Neurology and Other reporting unit exceeded its fair value as of October 1, 2022, and the Company recognized a goodwill impairment of $622 million. As of December 31, 2022, the Neurology and Other reporting unit had remaining goodwill of $1,439 million. Bausch + Lomb Reporting Units The quantitative fair value test for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment utilized the most recent cash flow projections for each of the reporting units as revised in the fourth quarter of 2022 which reflected current market conditions and current trends in business performance. The quantitative assessment utilized long-term growth rates of 2.0% and 3.0% and discount rates of 9.50% 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 respective carrying value by more than 25% and, therefore, there was no impairment to goodwill. December 31, 2022 During the period October 1, 2022 through December 31, 2022, the Company continued to monitor the market conditions and trends in business performance for all its reporting units, particularly as they pertain to the Dermatology and Salix reporting units, and determined that no events occurred, or circumstances changed, that would indicate that the fair value of any reporting unit might be below its carrying value. Dermatology As a result of the impairment of goodwill in the third quarter of 2022, the Dermatology reporting unit had no headroom on September 30, 2022, and as such, the Company continued to monitor the market conditions impacting the Dermatology reporting unit during the period October 1, 2022 through December 31, 2022. During the fourth quarter of 2022, the Company evaluated the reporting unit’s performance as well as its revised long-term forecasts in light of current market conditions, current trends in business performance and the expected impacts of management’s latest business strategies. This evaluation supported management’s previous expectations for long-term business performance. Additionally, based on corporate bond rates as of December 31, 2022, the Company concluded that discount rates would not have increased during the fourth quarter as compared to the discount rate used in determining the fair value of the reporting unit as of September 30, 2022. Based on these factors, management concluded that it was more likely than not that the carrying value of its Dermatology reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required during the quarter ended December 31, 2022. Salix Based on the quantitative fair value testing performed in the third quarter of 2022, the Salix reporting unit had limited headroom as of September 30, 2022 and, as such, the Company continued to monitor the potential impacts of changes in the Norwich Legal Decision and market conditions on the valuation of the Salix reporting unit during the period October 1, 2022 through December 31, 2022. Through December 31, 2022, there were no material changes in the facts and circumstances of the Norwich Legal Decision, including management’s assessment as to a competitor’s ability to launch a successful generic version to Xifaxan ® prior to January 2028, if they are able to launch one at all. The Company also evaluated the reporting unit’s performance in the fourth quarter as well as its revised long-term forecasts in light of current market conditions, current trends in business performance and the expected impacts of management’s latest business strategies. This evaluation supported management’s previous expectations for long-term business performance. Additionally, based on corporate bond rates as of December 31, 2022, the Company concluded that discount rates would not have increased during the fourth quarter as compared to the discount rates used in determining the fair value of the reporting unit as of September 30, 2022. Based on these factors, management concluded that it was more likely than not that the carrying value of its Salix reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required during the quarter ended December 31, 2022. 2023 Interim Assessment During the six months ended June 30, 2023, the Company continued to monitor the market conditions and trends in business performance for all its reporting units, particularly as they pertain to the Dermatology, Neurology and Other and Salix reporting units, and determined that no events occurred, or circumstances changed, that would indicate that it is more likely than not that the fair value of any reporting unit might be below its carrying value. However, 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 any such charges could be material. Accumulated goodwill impairment charges through June 30, 2023 were $5,004 million. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) June 30, December 31, Product rebates $ 960 $ 983 Product returns 403 427 Legal matters and related fees 326 326 Employee compensation and benefit costs 290 300 Interest 205 208 Income taxes payable 52 30 Other 772 714 $ 3,008 $ 2,988 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: June 30, 2023 December 31, 2022 (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: 2022 Amended Credit Agreement 2027 Revolving Credit Facility February 2027 $ 245 $ 245 $ 470 $ 470 February 2027 Term Loan B Facility February 2027 2,375 2,336 2,437 2,392 AR Credit Facility January 2028 — — — — B+L Credit Facilities B+L Revolving Credit Facility May 2027 200 200 — — B+L Term Facility May 2027 2,475 2,433 2,488 2,439 Senior Secured Notes: 5.50% Secured Notes November 2025 1,680 1,673 1,680 1,672 6.125% Secured Notes February 2027 1,000 989 1,000 987 5.75% Secured Notes August 2027 500 496 500 496 4.875% Secured Notes June 2028 1,600 1,585 1,600 1,583 11.00% First Lien Secured Notes September 2028 1,774 2,740 1,774 2,826 14.00% Second Lien Secured Notes October 2030 352 687 352 711 9.00% Intermediate Holdco Secured Notes January 2028 999 1,397 999 1,423 Senior Unsecured Notes: 9.00% December 2025 959 952 959 951 9.25% April 2026 741 737 741 737 8.50% January 2027 643 644 643 644 7.00% January 2028 171 170 171 170 5.00% January 2028 433 430 433 429 6.25% February 2029 821 813 821 813 5.00% February 2029 452 448 452 448 7.25% May 2029 337 334 337 334 5.25% January 2030 779 772 779 771 5.25% February 2031 462 459 462 458 Other Various 12 12 12 12 Total long-term debt and other $ 19,010 20,552 $ 19,110 20,766 Less: Current portion of long-term debt and other 444 432 Non-current portion of long-term debt $ 20,108 $ 20,334 Covenant Compliance The Senior Secured Credit Facilities (as defined below), the B+L Credit Facilities (as defined below), the AR Credit Facility (as defined below) and the indentures governing the Senior Secured Notes (as defined and described in the table above), the 9.00% Intermediate Holdco Secured Notes (as defined below) and Senior Unsecured Notes (as defined and described in the table above) 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 June 30, 2023, the amount available for restricted payments under the “builder basket” in the Company’s most restrictive indentures (as defined by those indentures) was approximately $9,800 million (although such availability is subject to the Company’s compliance with a 2.00:1.00 fixed charge coverage ratio). The 2027 Revolving Credit Facility (as defined below) also contains a financial maintenance covenant that, requires the Company to maintain a first lien net leverage ratio of not greater than 4.00:1.00. The financial maintenance covenant may be waived or amended without the consent of the term loan facility lenders and contains a customary term loan facility standstill. As of June 30, 2023, 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 ensure compliance with its financial maintenance covenant and may take other actions to reduce its debt levels and improve its capital structure 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. September 2022 Exchange Offer On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “Exchange Offer”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $5,594 million as set forth in the table below (collectively, the “Existing Unsecured Senior Notes”) for $3,125 million in aggregate principal balance of newly issued secured notes, a reduction of outstanding principal of $2,469 million. The secured notes issued in the Exchange Offer consist of: (i) $1,774 million in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 (the “11.00% First Lien Secured Notes”) issued by the Company, (ii) $352 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030 (the “14.00% Second Lien Secured Notes” and, together with the 11.00% First Lien Secured Notes, the “New BHC Secured Notes”) issued by the Company and (iii) $999 million in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 (the “9.00% Intermediate Holdco Secured Notes” and, together with the New BHC Secured Notes, the “New Secured Notes”) issued by 1375209 B.C. Ltd. (“Intermediate Holdco”), an existing indirect wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb. The Company performed an assessment of the Exchange Offer and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60. For each series of the Existing Unsecured Senior Notes exchanged, the undiscounted cash flows associated with the New Secured Notes issued were compared to the carrying value of the Existing Unsecured Senior Notes exchanged for such New Secured Notes and the applicable exchange was accounted for as follows: (i) to the extent the undiscounted cash flows of the New Secured Notes in question were lower than the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable New Secured Notes was established at the total of these undiscounted cash flows, with a gain recorded for the remaining difference between this value and the carrying value of the applicable Existing Senior Unsecured Notes (as such, no interest expense will be recorded for the applicable New Secured Notes prospectively) and (ii) to the extent the undiscounted cash flows of the New Secured Notes in question exceeded the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable New Secured Notes was established at the carrying value of the applicable Existing Senior Unsecured Notes, and the Company established new effective interest rates based on the carrying value of the applicable Existing Unsecured Senior Notes prior to the Exchange Offer. The difference between the principal amount of the New Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Condensed Consolidated Balance Sheets . The premium recorded on the New Secured Notes was $1,835 million, which will be reduced as contractual interest payments are made on the New Secured Notes. During the three and six months ended June 30, 2023, the Company made contractual interest payments of $27 million and $155 million, respectively, related to the New Secured Notes, of which $23 million and $134 million, respectively, was recorded as a reduction of the premium. Senior Secured Credit Facilities Senior Secured Credit Facilities under the 2018 Restated Credit Agreement 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”). Prior to the 2022 Amended Credit Agreement (as defined below), the 2018 Restated Credit Agreement provided for a revolving credit facility of $1,225 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. Senior Secured Credit Facilities under the 2022 Amended Credit Agreement On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into a Second Amendment (the “Second Amendment”) to the Fourth Amended and Restated Credit and Guaranty Agreement (as amended by the Second Amendment, the “2022 Amended Credit Agreement”). The 2022 Amended Credit Agreement provides for a new term loan facility with an aggregate principal amount of $2,500 million (the “2027 Term Loan B Facility”) 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 Bausch Health Americas, Inc. (“BHA”) in an aggregate principal amount in excess of $1,000 million. Borrowings under the 2027 Revolving Credit Facility can be made in U.S. dollars, Canadian dollars or Euros. After giving effect to the Second Amendment, 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 net proceeds from the borrowings under the 2027 Term Loan B Facility, the B+L IPO and the B+L Debt Financing (as defined below) and available cash on hand. As of June 30, 2023, the Company had drawn $245 million and had $23 million of issued and outstanding letters of credit on the 2027 Revolving Credit Facility. Borrowings under the 2027 Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either: (a) a forward-looking term rate determined by reference to the financing rate for borrowing U.S. dollars overnight collateralized by U.S. Treasury securities (“term SOFR rate”) for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of: (i) the prime rate (as defined in the 2022 Amended Credit Agreement), (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the term SOFR rate for a period of one month plus 1.00% (or if such rate shall not be ascertainable, 1.50%) (provided, however that the term SOFR rate with respect to the 2027 Term Loan B Facility shall at no time be less than 0.50% per annum), in each case, plus an applicable margin. 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) the term SOFR rate (subject to a floor of 0.00% per annum) or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at the Company’s option, either: (a) a Canadian dollar offer rate or (b) a Canadian dollar prime and (iii) euros bear interest at a rate per annum equal to a term benchmark rate determined by reference to the cost of funds for euro deposits (“EURIBOR”) for the interest period relevant to such borrowing (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. Term SOFR rate 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 rate 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 4.75% to 5.25% for term SOFR rate loans, BA rate loans and EURIBOR loans and 3.75% to 4.25% for U.S. dollar base rate loans and Canadian prime 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 rate 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 Amended Credit Agreement, the Company is required to make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights and net proceeds thresholds), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the 2022 Amended Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the 2022 Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales (subject to reinvestment rights and net proceeds thresholds). 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, or $125 million, payable in quarterly installments beginning on September 30, 2022. The Company may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2023, the remaining mandatory quarterly amortization payments for the 2027 Term Loan B Facility were $438 million through December 2026. The 2022 Amended 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 Amended 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 Amended Credit Agreement provides that Bausch + Lomb shall initially be a “restricted” subsidiary subject to the terms of the 2022 Amended Credit Agreement covenants, but does not require Bausch + Lomb to guarantee the obligations under the 2022 Amended Credit Agreement. The 2022 Amended Credit Agreement permits the Company to designate Bausch + Lomb as an “unrestricted” subsidiary under the 2022 Amended Credit Agreement and no longer subject to the terms of the covenants thereunder provided that no event of default is continuing or will result from such designation and the total leverage ratio of Remainco (as defined in the 2022 Amended Credit Agreement) will not be greater than 7.60:1.00 on a pro forma basis. The Credit Agreement Refinancing contains provisions that were designed to facilitate the B+L Separation. On November 29, 2022, the Company designated 1261229 B.C. Ltd., the entity that directly or indirectly holds approximately 89% of the issued and outstanding shares of Bausch + Lomb, as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s debt documents. In connection therewith, all of the subsidiaries of 1261229 B.C. Ltd., including Bausch + Lomb and its subsidiaries, are unrestricted subsidiaries of the Company and, as a result, are not subject to the covenants under the Bausch Health debt documents, and the earnings and net debt of Bausch + Lomb, as defined in the relevant debt documents, are also not included in the calculation of the Company’s financial maintenance covenant. Accounts Receivable Credit Facility On June 30, 2023, certain subsidiaries of the Company entered into a Credit and Security Agreement (the “AR Facility Agreement”) with certain third-party lenders, providing for a non-recourse financing facility collateralized by certain accounts receivable originated by a wholly-owned subsidiary of the Company (the “AR Credit Facility”). The AR Facility Agreement provides for an up to $600 million facility, subject to certain borrowing base tests. Under the AR Credit Facility, a special purpose entity (the “Borrower”), as the borrower, purchases accounts receivable originated by a wholly-owned subsidiary of the Company, which collateralize borrowings under the AR Credit Facility. The Borrower is a bankruptcy remote entity that is unrestricted under the Company’s debt covenants, and which is consolidated by the Company. Borrowings under the AR Credit Facility are for general corporate purposes. Borrowings under the AR Credit Facility are in U.S. dollars and bear interest at a rate per annum equal to the sum of the one month term SOFR plus 6.65%. The Company is required to pay commitment fees of 0.75% multiplied by the lesser of: (i) the unfunded portion of the lenders’ commitments or (ii) 50% of the total lenders’ commitments. The AR Facility Agreement contains customary events of default, representations and warranties and affirmative and negative covenants primarily applicable to the borrower thereunder, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and engaging in any business other than as set forth in the AR Facility Agreement. Upon the occurrence and during the continuance of an Amortization Event (as defined in the AR Facility Agreement), including the occurrence of an Event of Default (under and as defined in the 2022 Amended Credit Agreement), and subsequent demand by the Administrative Agent (acting at the direction of the Lenders), the outstanding advances and all other obligations under the AR Facility Agreement will be due and payable. The AR Credit Facility matures on January 28, 2028. As of June 30, 2023, there were no outstanding borrowings under the AR Credit Facility. Fees incurred with the lenders, their affiliates and other third parties of approximately $20 million associated with the AR Credit Facility were capitalized as deferred financing costs and will be amortized as Interest expense over the term of the AR Facility Agreement. See Note 19, “SUBSEQUENT EVENTS” for further details on subsequent borrowings under the AR Credit Facility. Senior Secured Credit Facilities under the B+L Credit Agreement 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 a term loan of $2,500 million with a five-year term to maturity (the “B+L Term Facility”) and a five-year revolving credit facility of $500 million (the “B+L Revolving Credit Facility” and 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 loan is 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 June 30, 2023, the B+L Revolving Credit Facility had $200 million of outstanding borrowings, $25 million of issued and outstanding letters of credit and remaining availability of $275 million. The B+L Revolving Credit Facility is a source of funding for Bausch + Lomb and its subsidiaries only. Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health. Borrowings under the B+L Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a term Secured Overnight Financing Rate (“SOFR”)-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a Canadian Dollar Offered Rate (“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 Sterling Overnight Index Average (“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 Bausch + Lomb’s total net leverage ratio and (ii) after: (x) Bausch + Lomb’s senior unsecured non-credit-enhanced long term indebtedness for borrowed money receives an investment grade rating from at least two of Standard & Poor’s, Moody’s and Fitch and (y) the B+L Term 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 Bausch + Lomb’s debt rating. In addition, Bausch + Lomb is required to pay commitment fees of 0.25% per annum in respect of the unutilized commitments under the B+L 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 Bausch + Lomb’s debt rating and payable quarterly in arrears. Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the B+L 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 B+L Term Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either (i) a term SOFR-based rate, plus an applicable margin of 3.25% or (ii) a U.S. dollar base rate, plus an applicable margin of 2.25% (provided, however, that the term SOFR-based rate shall be no less than 0.50% per annum at any time and the U.S. dollar base rate shall not be lower than 1.50% per annum at any time). Term SOFR-based loans are subject to a credit spread adjustment of 0.10%. The stated rate of interest under the Term Facility at June 30, 2023 was 8.59% per annum. Subject to certain exceptions and customary baskets set forth in the B+L Credit Agreement, Bausch + Lomb 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, or $25 million, and the first quarterly installment was paid on September 30, 2022. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2023, the remaining mandatory quarterly amortization payments for the B+L Term Facility were $94 million through March 2027, with the remaining term loan balance being due in May 2027. Senior Secured Notes The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the 2022 Amended Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). In connection with the closing of the B+L IPO, the redemption of the Company’s 6.125% Senior Unsecured Notes due 2025 (the “April 2025 Unsecured Notes”) (as discussed below) 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 Amended Credit Agreement under the terms of the indentures governing the Senior Secured Notes. The Senior Secured Notes and the guarantees rank equally in right of repayment with all of the Company’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’ respective future subordinated indebtedness. The Senior Secured Notes and the guarantees related thereto are effectively pari passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the Senior Secured Notes and effectively senior to the Company’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes, or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the Senior Secured Notes are structurally subordinated to: (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Secured Notes and (ii) any of the Company’s debt that is secured by assets that are not collateral. Upon the occurrence of a change in control (as defined in the indentures governing the Senior Secured Notes), unless the Company has exercised its right to redeem all of the notes of a series, holders of the Senior Secured Notes may require the Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest. 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”). 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 and cash on hand, were used to redeem the April 2025 Unsecured Notes and the Credit Agreement Refinancing as discussed below. 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. New BHC Secured Notes The 11.00% First Lien Secured Notes mature on September 30, 2028, and have a stated interest of 11.00% per year that is payable semi-annually in arrears on each March 30 and September 30. The 11.00% First Lien Secured Notes are redeemable, in whole or in part, at any time at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 11.00% First Lien Secured Notes indenture. The 14.00% Second Lien Secured Notes mature on October 15, 2030, and have a stated interest of 14.00% per year that is payable semi-annually in arrears on each April 15 and October 15. The 14.00% Second Lien Secured Notes will be redeemable, in whole or in part, at any time on or after October 15, 2025 at the applicable redemption prices set forth in the 14.00% Second Lien Secured Notes indenture. In addition, some or all of the 14.00% Second Lien Secured Notes may be redeemed prior to October 15, 2025 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 14.00% Second Lien Secured Notes indenture. At any time prior to October 15, 2025, up to 40% of the aggregate principal amount of the 14.00% Second Lien Secured Notes may be redeemed with the net proceeds of certain equity offerings at the redemption price set forth in the 14.00% Second Lien Secured Notes indenture. 9.00% Intermediate Holdco Senior Secured Notes The 9.00% Intermediate Holdco Secured Notes mature on January 30, 2028, and have a stated interest of 9.00% per year that is payable semi-annually in arrears on each January 30 and July 30. The 9.00% Intermediate Holdco Secured Notes are redeemable at the option of Intermediate Holdco, in whole or in part, at any time, at the redemption prices set forth in the 9.00% Intermediate Holdco Secured Notes indenture. The 9.00% Intermediate Holdco Secured Notes are general senior secured obligations of Intermediate Holdco and secured by first priority liens (subject to permitted liens and certain other exceptions) on substantially all of the assets of Intermediate Holdco, which as of June 30, 2023 were comprised of 38.6% of the issued and outstanding common shares of Bausch + Lomb. The 9.00% Intermediate Holdco Secured Notes and Intermediate Holdco’s other obligations under the indenture governing such notes are not obligations or responsibilities of, or guaranteed by, the Company, Bausch + Lomb or any of their respective affiliates or subsidiaries (other than the issuer Intermediate Holdco). The sole recourse of the holders of the 9.00% Intermediate Holdco Secured Notes under the 9.00% Intermediate Holdco Secured Notes and the indenture governing such notes is limited to Intermediate Holdco and its assets. Senior Unsecured Notes The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit Facilities. The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes. If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the Senior Unsecured Notes repurchased, plus accrued and unpaid interest. Redemption of April 2025 Unsecured Notes In connection with the closing of the B+L IPO, on May 1 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Bausch Health’s Long-Term Incentive Plan In May 2014, shareholders approved Bausch Health’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced Bausch Health’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 initially 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. The 2014 Plan was amended and restated effective April 30, 2018, April 28, 2020 and June 21, 2022 to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan. Effective May 16, 2023, Bausch Health further amended and restated the 2014 Plan, as subsequently amended and restated (the “Amended and Restated 2014 Plan”). Such amendment and restatement increased the number of common shares authorized for issuance under the Amended and Restated 2014 Plan by an additional 7,500,000 common shares, among other things. Approximately 16,712,000 common shares were available for future grants under the Amended and Restated 2014 Plan as of June 30, 2023. The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. Bausch Health 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 generating operating cash flow while maintaining focus on improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based restricted share units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that vest: (i) upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”), (ii) upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”), (iii) upon attainment of Adjusted Operating Cash Flow, as defined in each applicable award agreement, and a Relative Total Shareholder Return modifier performance metric and (iv) fully or partially upon attainment of certain goals that are linked to the B+L Separation. In order to retain and incentivize certain members of the Company’s senior leadership team, on September 5, 2022, the Talent and Compensation Committee of the Board of Directors approved a retention program for certain executive officers and other members of leadership. Under the retention program, certain executive officers and other members of leadership were granted a one-time award of restricted stock units (the “Retention RSU Grant”) under the Amended and Restated 2014 Plan. The Retention RSU Grants will generally vest in 1/3 installments on each of the first three Bausch + Lomb Long-Term Incentive Plan Prior to May 5, 2022, Bausch + Lomb participated in Bausch Health’s long-term incentive program. Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “B+L Plan”). A total of 28,000,000 common shares of Bausch + Lomb were originally authorized under the B+L Plan. Effective April 24, 2023, the shareholders of Bausch + Lomb approved an amendment and restatement of the B+L Plan to increase the number of shares authorized for issuance thereunder by an additional 10,000,000 common shares, resulting in an aggregate of 38,000,000 common shares of Bausch + Lomb authorized for issuance under the Plan (the “Plan Amendment”). The B+L Plan provides for the grant of various types of awards including RSUs, restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards. Under the Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions. Approximately 18,600,000 Bausch + Lomb common shares were available for future grants as of June 30, 2023. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. Bausch + Lomb has a long-term incentive program with the objective of aligning the share-based awards granted to senior management with Bausch + Lomb’s focus on enhancing its revenue growth while maintaining focus on total shareholder return over the long-term. In addition to stock options and RSUs, during the first quarter of 2023, performance restricted share units (“PSUs”) were also granted. The PSUs are comprised of awards that vest upon: (i) achievement of certain share price appreciation conditions, including absolute and relative TSR and (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth (the “Organic Revenue Growth PSUs”). If Bausch + Lomb’s performance is below a specified performance level, no common shares will be paid. Each vested PSU represents the right of a holder to receive a number of Bausch + Lomb’s common shares up to a specified maximum. The fair value of each TSR PSU granted was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. The fair value of the Organic Revenue Growth PSUs is estimated based on the trading price of Bausch + Lomb’s common shares on the date of grant. Expense recognized for the Organic Revenue Growth PSUs in each reporting period reflects Bausch + Lomb’s latest estimate of Organic Revenue Growth in determining the number of PSUs that are expected to vest. If the Organic Revenue Growth PSUs do not ultimately vest due to the Organic Revenue Growth targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. On February 15, 2023, Bausch + Lomb announced the appointment of Brent Saunders as its Chief Executive Officer, effective March 6, 2023. Pursuant to Mr. Saunders’ employment agreement, on February 23, 2023, Mr. Saunders was granted the following equity grants: 750,000 PSUs, 1,318,681 stock options and 375,000 RSUs. The RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. The stock options are scheduled to vest in equal one-third installments on each of the first three anniversaries of the grant date. The PSUs vest on the four The following table summarizes the components and classification of the Company’s share-based compensation expenses related to stock options and RSUs for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Stock options $ 4 $ 3 $ 10 $ 7 RSUs 29 23 64 51 $ 33 $ 26 $ 74 $ 58 Research and development expenses $ 2 $ 3 $ 5 $ 6 Selling, general and administrative expenses 31 23 69 52 $ 33 $ 26 $ 74 $ 58 Share-based awards granted for the six months ended June 30, 2023 and 2022 consist of: 2023 2022 Bausch Health Share-Based Awards Stock options Granted 999,000 2,570,000 Weighted-average exercise price $ 9.25 $ 23.95 Weighted-average grant date fair value $ 4.87 $ 6.60 Time-based RSUs Granted 4,667,000 2,680,000 Weighted-average grant date fair value $ 9.06 $ 18.49 Adjusted Operating Cash Flow performance-based RSUs Granted 647,000 — Weighted-average grant date fair value $ 10.57 $ — ROTC performance-based RSUs Granted — 369,000 Weighted-average grant date fair value $ — $ 9.40 Bausch+ Lomb Share-Based Awards Stock options Granted 3,130,000 6,455,000 Weighted-average exercise price $ 18.16 $ 18.00 Weighted-average grant date fair value $ 5.40 $ 4.55 RSUs Granted 2,888,000 3,207,000 Weighted-average grant date fair value $ 17.97 $ 17.92 TSR performance-based RSUs Granted 1,175,000 — Weighted-average grant date fair value $ 27.65 $ — Organic Revenue Growth performance-based RSUs Granted 142,000 — Weighted-average grant date fair value $ 17.96 $ — As of June 30, 2023, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $196 million, which will be amortized over a weighted-average period of 2.11 years. As of June 30, 2023, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the B+L Plan amounted to $111 million, which will be amortized over a weighted-average period of 2.30 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustment $ (1,883) $ (2,038) Pension adjustment, net of tax (19) (18) $ (1,902) $ (2,056) Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently reinvested. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Included in Research and development are costs related to product development and quality assurance programs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards. Research and development costs consist of: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Product related research and development $ 148 $ 120 $ 284 $ 241 Quality assurance 8 7 15 13 $ 156 $ 127 $ 299 $ 254 |
OTHER (INCOME) EXPENSE, NET
OTHER (INCOME) EXPENSE, NET | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER (INCOME) EXPENSE, NET | OTHER (INCOME) EXPENSE, NET Other (income) expense, net consists of: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Litigation and other matters $ (71) $ 8 $ (79) $ 7 Acquisition-related contingent consideration (17) (5) 14 (2) Loss (Gain) on sale of assets, net 1 (3) 1 (3) Acquired in-process research and development costs — 1 — 1 Acquisition-related transaction costs 3 — 3 — Other, Net 1 (1) 1 (1) $ (83) $ — $ (60) $ 2 For the three and six months ended June 30, 2023, Litigation and other matters primarily related to insurance recoveries regarding certain litigation matters. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
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. Provision for income taxes for the six months ended June 30, 2023 was $125 million and included: (i) $39 million of income tax provision for the Company’s ordinary loss for the six months ended June 30, 2023 and (ii) $86 million of net income tax provision for discrete items, which includes: (a) $41 million of net income tax expense related to final and potential settlements of various tax audits in the six months ended June 30, 2023, (b) $21 million of income tax expense related to changes in uncertain tax positions, (c) $18 million of income tax expense associated with the establishment of a valuation allowance against deferred tax assets of B+L’s Canadian parent and (d) $7 million of income tax expense associated with stock compensation. Benefit from income taxes for the six months ended June 30, 2022 was $6 million and included: (i) $16 million of income tax expense for the Company’s ordinary loss for the six months ended June 30, 2022 and (ii) $22 million of net income tax benefit for discrete items, which includes: (a) $39 million of net income tax benefit recognized for changes in uncertain tax positions and (b) a $16 million tax provision associated with filing certain tax returns. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was approximately $2,200 million as of June 30, 2023 and December 31, 2022. The Company will continue to assess the need for valuation allowances on an ongoing basis. As of June 30, 2023 and December 31, 2022, the Company had $901 million and $881 million, respectively, of unrecognized tax benefits, which included $43 million and $32 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of June 30, 2023, $402 million would reduce the Company’s effective tax rate, if recognized. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at June 30, 2023 could decrease by approximately $4 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. In the first quarter of 2023, the Company recorded income tax expense related to prior year withholding tax returns. On April 19, 2021, the Canadian federal government delivered its 2021 budget which contained proposed measures related to limitations on interest deductibility and changes in relation to international taxation. Draft legislative proposals pertaining to interest deductibility were initially released for public comment on February 4, 2022, with revised legislative proposals subsequently released on November 3, 2022. The proposed rules on interest deductibility are expected to be effective no earlier than January 1, 2024. The proposed rules and their application are complex and could have a material adverse impact on the Company’s consolidated effective tax rate and financial results in future years if enacted as drafted. The Internal Revenue Service (the “IRS”) previously completed its examinations of the Company’s U.S. consolidated federal income tax returns for the years 2013 and 2014. There were no material adjustments to the Company’s taxable income as a result of these examinations. However, the 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year. The Company’s annual tax filings for 2015 and 2016 and 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 is currently under IRS examination. As part of its examination, the Company received a notice of proposed adjustment from the IRS that would disallow the 2017 Capital Loss resulting from its internal restructuring. The Company previously contested this proposed tax deficiency through the IRS administrative appeals process and if necessary, intends to continue to contest any proposed tax deficiency through appropriate litigation. Accordingly, no income tax provision had been recorded as of December 31, 2022. 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. In January 2023, as part of an alternative dispute resolution process with the IRS, the Company reached a tentative settlement on the 2017 Capital Loss. This tentative settlement is subject to further review and approvals before it is finalized. In anticipation of the finalization of this settlement agreement the Company has recorded an estimate for the impact of the settlement during the first quarter of 2023. The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through 2022. The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2016. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Condensed Consolidated Financial Statements. On November 8, 2022 the Company’s affiliate in the Netherlands received an assessment from the Luxembourg Tax Authorities as successor in interest to its affiliate in Luxembourg for tax years 2018 – 2019 for €272 million. The Company is vigorously defending its position and has not recorded any reserves for this assessment. Certain affiliates of the Company in regions outside of Canada, the U.S., Germany and Luxembourg 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 Condensed Consolidated Financial Statements. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Bausch Health Companies Inc. is calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2023 2022 2023 2022 Net income (loss) attributable to Bausch Health Companies Inc. $ 26 $ (145) $ (175) $ (214) Basic weighted-average common shares outstanding 364.8 362.2 364.1 361.5 Diluted effect of stock options and RSUs 2.3 — — — Diluted weighted-average common shares outstanding $ 367.1 $ 362.2 $ 364.1 $ 361.5 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.07 $ (0.40) $ (0.48) $ (0.59) Diluted $ 0.07 $ (0.40) $ (0.48) $ (0.59) During the six months ended June 30, 2023 and during the three and six months ended June 30, 2022, 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 1,184,000 common shares for the three months ended June 30, 2022, and approximately 2,859,000 and 2,392,000 common shares for the six months ended June 30, 2023 and 2022, respectively. During the three and six months ended June 30, 2023, time-based RSUs, performance-based RSUs and stock options to purchase approximately 16,308,000 and 17,613,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method. During the three and six months ended June 30, 2022, time-based RSUs, performance-based RSUs and stock options to purchase approximately 15,372,000 and 13,771,000 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 each of the three and six months ended June 30, 2023, an additional 90,000, performance-based RSUs were not included in the computation of diluted earnings per share as the required performance conditions had not been met. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022, filed with the SEC and the CSA on February 23, 2023. On a quarterly basis, the Company evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued. As of June 30, 2023, the Company’s Condensed Consolidated Balance Sheets includes accrued current loss contingencies of $326 million related to matters which are both probable and reasonably estimable. For all other matters, unless otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline. Governmental and Regulatory Inquiries Investigation by the U.S. Attorney’s Office for the District of Iowa – re OrthoDerm The Company received a Civil Investigative Demand in May 2021 from the Civil Division of the United States Department of Justice and the United States Attorney’s Office for the District of Iowa, requesting documents and other information concerning the sales and marketing of Bryhali ® , Duobrii ® , Jublia ® and Siliq ® . 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) (the “Securities Class Action Settlement”). As part of the settlement, the Company and the other settling defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. On January 31, 2021, the District Court issued an order granting final approval of this settlement. After various appeals, and with passage of time, this settlement has become final pursuant to the stipulation of settlement. The matter is now concluded with respect to the Company and all claims have been resolved and discharged as to the Company and its current/former officers and directors. 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 previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023. 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 were filed in many of these individual actions and 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 opt-out action, closing the case. On September 10, 2019, the Court granted defendants’ motion to dismiss all claims in the Aly 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. Discovery in the opt-out actions has concluded. Motions for summary judgment were filed on August 1, 2022. On May 22, 2023, the Special Master overseeing the opt-out litigation issued reports and recommendations on all pending summary judgment motions. The Special Master recommended denying Plaintiffs’ motions in their entirety, denying all motions filed by the Company and granting in part certain other defendants’ motions for summary judgment on subparts of their defenses. No defendants would be fully dismissed from the opt-out cases as a result of the reports and recommendations. On June 26, 2023, the Parties filed motions to adopt and objections to the Special Master’s May 22, 2023 reports and recommendations which will be reviewed and ruled on by the District Court. Trial dates have not been set in any of the opt-out actions. The Company disputes the claims against it in the remaining individual opt-out complaints and intends to defend itself vigorously. U.S. Securities Litigation – Kelk Complaint On July 26, 2023, a purported class action complaint captioned, Kelk v. Bausch Health Companies, Inc., et al. (No. 23-cv-03996), was filed in the U.S. District Court for the District of New Jersey against the Company and certain of its current or former officers. The action alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Plaintiff alleges that defendants made various misrepresentations and omissions regarding the Company’s proposed spin-off of Bausch + Lomb, and alleges that those purported misrepresentations and omissions concealed that the spin-off was executed as part of a strategy to subvert the pending opt-out lawsuits and leave plaintiffs in those actions without viable means to a potential recovery. The Company disputes the claims against it 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, 2022, filed on February 23, 2023. 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 the Company’s auditors. 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. Other Securities and RICO Class Actions and Related Matters 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 was brought 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, and with two insurers in the 2013-2014 coverage period to resolve its claims against those two insurers for insurance coverage in connection with the Allergan Securities Litigation. As of June 30, 2023, the Company has entered into settlement agreements with the remaining insurers in the 2013-2014 coverage period in which the Company agreed to resolve its remaining claims for insurance coverage in connection with the Allergan Securities Litigation. As a result of all of the settlement agreements entered into with the insurers through June 30, 2023, the Company has received an aggregate sum of $313 million for its claims in the 2013-2014 and 2015-2016 coverage periods. This matter has now concluded. 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 ). 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 . 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), Humana Inc. (“Humana”), 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 Humana’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. Humana 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. Defendants’ answers were filed on June 17, 2022. On November 28, 2022, the Court consolidated this action with the State Court Action for trial and pretrial purposes (the “Consolidated State Case”). Trial is currently scheduled to start in January 2024 in the Consolidated State Case. The Company disputes the claims and intends to vigorously defend these matters. Generic Pricing Antitrust Litigation The Company’s subsidiaries, Oceanside Pharmaceuticals, Inc. (“Oceanside”), Bausch Health US, LLC (formerly Valeant Pharmaceuticals North America LLC) (“Bausch Health US”) and Bausch Health Americas, Inc. (formerly Valeant Pharmaceuticals International) (“Bausch Health Americas”) (for the purposes of this 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, hospitals, pharmacies, States, and various Counties, Cities, and Towns, have been or will be 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 intends to defend itself vigorously. These lawsuits cover products of both Bausch + Lomb and the Company’s businesses. It is anticipated that Bausch + Lomb and the Company will split the fees and expenses associated with defending these claims, as well as any potential damages or other liabilities awarded in or otherwise arising from these claims, in the manner set forth in the Master Separation Agreement between Bausch Health and Bausch + Lomb. Intellectual Property Patent Litigation/Paragraph IV Matters From time to time, the Company (and/or certain of its affiliates) is also party to certain intellectual property litigation proceedings in the United States and Canada, including as arising from claims filed against the Company or by the Company (or that the Company anticipates filing within the required time periods) related to certain products sold by or on behalf of the Company, which may be in connection with Notices of Paragraph IV Certification (in the United States) and Notices of Allegation (in Canada) received from third-party generic manufacturers, where such products include Xifaxan ® 200 mg and 550 mg, Arazlo ® , Duobrii ® , Lumify ® , Nuvessa ® and Trulance ® in the United States and Jublia ® in Canada Xifaxan ® Paragraph IV Proceedings On February 17, 2020, the Company and Alfasigma S.p.A. (“Alfasigma”) received a Notice of Paragraph IV Certification from Norwich Pharmaceuticals Inc. (“Norwich”), in which Norwich asserted that the U.S. patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which an ANDA has been filed by Norwich. The Company, through its subsidiaries Salix Pharmaceuticals, Inc. and Bausch Health Ireland Limited, holds the New Drug Application for Xifaxan ® and owns or exclusively licenses (from Alfasigma) these patents. On March 26, 2020, certain of the Company’s subsidiaries and Alfasigma filed suit against Norwich in the U.S. District Court for the District of Delaware (Case No. 20-cv-00430) pursuant to the Hatch-Waxman Act, alleging infringement by Norwich of one or more claims of the Xifaxan ® Patents, thereby triggering a 30-month stay of the approval of Norwich’s ANDA for rifaximin tablets, 550 mg. Xifaxan ® is protected by 27 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. The court issued a final judgment on August 10, 2022, (the “Norwich Legal Decision”), finding that the U.S. Patents protecting the use of Xifaxan ® (rifaximin) 550 mg tablets for the reduction in risk of hepatic encephalopathy (“HE”) recurrence valid and infringed and the U.S. Patents protecting the composition, and use of Xifaxan ® for treating IBS-D invalid. The Norwich Legal Decision prevents FDA approval of Norwich’s 550 mg ANDA until October 2029. The Company appealed the Norwich Legal Decision to the U.S. Court of Appeals for the Federal Circuit on August 16, 2022. Following the Company’s appeal, Norwich claimed to have removed the HE indication from its existing ANDA and then filed a motion in the District Court requesting modification of the Norwich Legal Decision to permit the FDA to approve their ANDA before October 2029. The Company opposed the motion. On May 17, 2023, the District Court denied Norwich’s motion and confirmed that the FDA remained enjoined from granting final approval to Norwich’s ANDA until October 2029. Norwich filed its appeal to the U.S. Court of Appeals for the Federal Circuit on May 19, 2023. The Company’s and Norwich’s appeals are now consolidated. In a letter to Norwich on June 2, 2023, the FDA granted tentative approval to Norwich’s ANDA, but confirmed that it is enjoined from granting final approval until October 2029. On June 5, 2023, Norwich brought a lawsuit against the FDA in the U.S. District Court for the District of Columbia, alleging that the FDA acted improperly by only granting tentative approval to Norwich’s ANDA rather than final approval (the “Norwich DC Lawsuit”). In June 2023, the Company intervened in the Norwich DC Lawsuit. In January 2023, the U.S. Patent Office issued U.S. Patent No. 11,564,912 (the “’912 Patent”) directed to IBS-D, which was then listed in the FDA’s Orange Book for Xifaxan®. On April 28, 2023, the Company received a new Notice of Paragraph IV Certification from Norwich asserting that claims of the ‘912 Patent are invalid, unenforceable, and/or will not be infringed by the commercial manufacture, use, or sale of Norwich’s generic rifaximin tablets, 550 mg, under the existing Norwich ANDA. Any suit brought against the existing Norwich ANDA under the ‘912 Patent is not believed to result in a new 30-month stay of approval. The Company remains confident in the strength of the Xifaxan ® patents and intends to vigorously defend its intellectual property. Duobrii ® Paragraph IV Proceedings In June 2022, the Company received a Notice of Paragraph IV Certification from Taro Pharmaceuticals Inc. (“Taro”), in which Taro asserted that certain U.S. patents, each of which is listed in the FDA’s Orange Book for Duobrii ® (halobetasol propionate and tazarotene) lotion, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use, sale, offer for sale, or importation of Taro’s generic lotion, for which an ANDA has been filed by Taro. On July 21, 2022, the Company filed suit against Taro pursuant to the Hatch-Waxman Act, alleging infringement by Taro of one or more claims of the Duobrii ® Patents and triggering a 30-month stay of the approval of the Taro ANDA. The Company remains confident in the strength of the Duobrii ® patents and intends to vigorously defend its intellectual property. Trulance ® Paragraph IV Proceedings In April 2021, the Company commenced litigation against MSN Laboratories Private Ltd. (“MSN”) and Mylan Pharmaceuticals Inc., (“Mylan”) alleging patent infringement by MSN’s and Mylan’s filing of their ANDA for generic Trulance ® (plecanatide) 3 mg tablets. This suit had been filed following receipt of a Notice of Paragraph IV Certification from each of MSN and Mylan, in which they had each asserted that the U.S. patents listed in the FDA’s Orange Book for the Company’s Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of their respective generic plecanatide tablets, 3 mg. The filing of these suits triggered a 30-month stay of the a |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments The following is a brief description of the Company’s segments: • The Salix segment consists of sales in the U.S. of GI products. Sales of the Xifaxan ® product line represented approximately 80% of the Salix segment’s revenues. • The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta Medical 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 Medical aesthetic medical devices. • The Diversified (formerly 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) dermatology products, (iii) generic pharmaceutical products and (iv) dentistry products. • The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Surgical and Pharmaceuticals products. Segment profit is based on operating income after the elimination of intercompany transactions, including between Bausch + Lomb and other segments. Certain costs such as Amortization of intangible assets, Asset impairments, Goodwill impairments, 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 June 30, Six Months Ended June 30, (in millions) 2023 2022 2023 2022 Revenues: Salix $ 557 $ 501 $ 1,053 $ 965 International 259 233 506 477 Solta Medical 88 57 161 129 Diversified 228 235 425 484 Bausch + Lomb 1,035 941 1,966 1,830 $ 2,167 $ 1,967 $ 4,111 $ 3,885 Segment profits: Salix $ 386 $ 354 $ 700 $ 676 International 68 66 145 157 Solta Medical 45 20 81 55 Diversified 138 141 245 299 Bausch + Lomb 244 208 455 414 881 789 1,626 1,601 Corporate (230) (202) (481) (396) Amortization of intangible assets (269) (302) (542) (612) Goodwill impairments — (83) — (83) Asset impairments (37) (6) (50) (14) Restructuring, integration, separation and IPO costs (16) (35) (26) (48) Other income (expense), net 83 — 60 (2) Operating income 412 161 587 446 Interest income 7 3 13 5 Interest expense (319) (410) (626) (772) Gain on extinguishment of debt — 113 — 113 Foreign exchange and other (21) 4 (31) (3) Income (loss) before income taxes $ 79 $ (129) $ (57) $ (211) Revenues by Segment and Product Category Revenues by segment and product category were as follows: (in millions) Salix International Solta Medical Diversified Bausch + Lomb Total Three Months Ended June 30, 2023 Pharmaceuticals $ 558 $ 60 $ — $ 194 $ 134 $ 946 Devices — — 88 — 408 496 OTC — 39 — 1 421 461 Branded and Other Generics — 148 — 27 68 243 Other revenues (1) 12 — 6 4 21 $ 557 $ 259 $ 88 $ 228 $ 1,035 $ 2,167 Three Months Ended June 30, 2022 Pharmaceuticals $ 501 $ 67 $ — $ 196 $ 114 $ 878 Devices — — 57 — 393 450 OTC — 34 — 1 366 401 Branded and Other Generics — 122 — 31 62 215 Other revenues — 10 — 7 6 23 $ 501 $ 233 $ 57 $ 235 $ 941 $ 1,967 Six Months Ended June 30, 2023 Pharmaceuticals $ 1,054 $ 117 $ — $ 356 $ 242 $ 1,769 Devices — — 161 — 814 975 OTC — 78 — 3 774 855 Branded and Other Generics — 286 — 54 129 469 Other revenues (1) 25 — 12 7 43 $ 1,053 $ 506 $ 161 $ 425 $ 1,966 $ 4,111 Six Months Ended June 30, 2022 Pharmaceuticals $ 965 $ 125 $ — $ 401 $ 221 $ 1,712 Devices — — 129 — 779 908 OTC — 72 — 3 702 777 Branded and Other Generics — 255 — 67 116 438 Other revenues — 25 — 13 12 50 $ 965 $ 477 $ 129 $ 484 $ 1,830 $ 3,885 The top ten products for the six months ended June 30, 2023 and 2022 represented 47% and 48% of total revenues for the six months ended June 30, 2023 and 2022, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 (in millions) 2023 2022 2023 2022 U.S. and Puerto Rico $ 1,269 $ 1,190 $ 2,380 $ 2,305 China 114 74 202 177 Canada 92 88 176 166 Poland 75 63 150 139 Mexico 75 69 144 130 France 63 58 120 115 Japan 48 50 98 101 Germany 42 35 85 80 United Kingdom 30 29 60 57 Russia 36 38 70 63 Spain 25 23 47 44 Italy 23 23 44 43 South Korea 23 20 45 39 Other 252 207 490 426 $ 2,167 $ 1,967 $ 4,111 $ 3,885 Major Customers Customers that accounted for 10% or more of total revenues were as follows: Six Months Ended June 30, 2023 2023 2022 AmerisourceBergen Corporation 18% 16% McKesson Corporation (including McKesson Specialty) 14% 13% Cardinal Health, Inc. 13% 11% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition of Blink ® Product Line In July 2023, Bausch + Lomb entered into a purchase agreement with Johnson & Johnson Vision to acquire its Blink ® product line of eye and contact lens drops. This acquisition was made by Bausch + Lomb to continue to grow its global over-the-counter business. Under the terms of the agreement, Bausch + Lomb, through its affiliate, agreed to acquire the Blink ® product line of eye and contact lens drops for an upfront cash payment of $107 million. As this transaction closed during July 2023, Bausch + Lomb is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. Accounts Receivable Credit Facility During the period July 1, 2023 through August 3, 2023, the Company has drawn $350 million, in the aggregate, of borrowings under its AR Credit Facility. 2027 Revolving Credit Facility |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Use of Estimates The accompanying unaudited Condensed 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 Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2023. The unaudited Condensed Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2022. The unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. |
Use of Estimates | Use of Estimates In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions. 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 Condensed 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. |
Principles of Consolidation | Principles of Consolidation The unaudited Condensed 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, primarily in the therapeutic areas of GI, hepatology, neurology, dermatology and eye health, 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 aesthetic medical devices). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue which is derived primarily from contract manufacturing for third parties and which is not material. See Note 18, “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. 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) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of variable consideration provisions | The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2023 and 2022. Six Months Ended June 30, 2023 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2023 $ 188 $ 427 $ 1,023 $ 196 $ 76 $ 1,910 Current period provisions 297 79 1,364 989 123 2,852 Payments and credits (315) (103) (1,372) (1,004) (110) (2,904) Reserve balances, June 30, 2023 $ 170 $ 403 $ 1,015 $ 181 $ 89 $ 1,858 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $55 million and $40 million as of June 30, 2023 and January 1, 2023, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. There were no price appreciation credits during the six months ended June 30, 2023. Six Months Ended June 30, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 278 60 1,236 1,028 108 2,710 Payments and credits (303) (107) (1,170) (976) (46) (2,602) Reserve balances, June 30, 2022 $ 197 $ 435 $ 1,010 $ 222 $ 107 $ 1,971 |
Summary of activity in allowance for credit losses | The activity in the allowance for credit losses for trade receivables for the six months ended June 30, 2023 and 2022 is as follows. (in millions) 2023 2022 Balance, beginning of period $ 33 $ 35 Provision for expected credit losses 2 1 Write-offs charged against the allowance (2) (1) Recoveries of amounts previously written off 3 3 Foreign exchange and other (3) (2) Balance, end of period $ 33 $ 36 |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: June 30, 2023 December 31, 2022 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 62 $ 54 $ 8 $ — $ 94 $ 85 $ 9 $ — Restricted cash $ 9 $ 9 $ — $ — $ 27 $ 27 $ — $ — Foreign currency exchange contracts $ 5 $ — $ 5 $ — $ 6 $ — $ 6 $ — Liabilities: Acquisition-related contingent consideration $ 248 $ — $ — $ 248 $ 241 $ — $ — $ 241 Cross-currency swaps $ 62 $ — $ 62 $ — $ 39 $ — $ 39 $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 4 $ — $ 4 $ — |
Schedule of assets and liabilities associated with derivatives, included in the Consolidated Balance Sheets | The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 are as follows: (in millions) June 30, December 31, Other non-current liabilities $ 68 $ 45 Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ 62 $ 39 The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (1) $ (4) Prepaid expenses and other current assets $ 5 $ 6 Net fair value $ 4 $ 2 |
Schedule of effect of hedging instruments on financial statements | The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Income (loss) and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Loss recognized in Other comprehensive loss $ 17 $ — $ 23 $ — Gain excluded from assessment of hedge effectiveness $ 3 $ — $ 6 $ — Location of gain of excluded component Interest Expense Interest Expense |
Schedule of foreign exchange contracts on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows | The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Gain (loss) related to changes in fair value $ 1 $ (3) $ 2 $ (10) Gain (loss) related to settlements $ 8 $ (10) $ 4 $ (3) |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2023 and 2022: June 30, (in millions) 2023 2022 Balance, beginning of period $ 241 $ 241 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 9 $ 8 Fair value adjustments due to changes in estimates of other future payments 6 (10) Acquisition-related contingent consideration 15 (2) Acquisition of AcuFocus, Inc. 5 — Payments/Settlements (14) (14) Foreign currency translation adjustment included in Other comprehensive loss 1 — Balance, end of period 248 225 Current portion included in Accrued and other current liabilities 50 37 Non-current portion $ 198 $ 188 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories, net | Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 405 $ 326 Work in process 114 98 Finished goods 721 666 $ 1,240 $ 1,090 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: June 30, 2023 December 31, 2022 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,965 $ (17,758) $ 3,207 $ 20,840 $ (17,196) $ 3,644 Corporate brands 910 (592) 318 899 (542) 357 Product rights/patents 3,353 (3,282) 71 3,347 (3,251) 96 Partner relationships 157 (157) — 149 (149) — Technology and other 204 (199) 5 201 (196) 5 Total finite-lived intangible assets 25,589 (21,988) 3,601 25,436 (21,334) 4,102 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,287 $ (21,988) $ 5,299 $ 27,134 $ (21,334) $ 5,800 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: June 30, 2023 December 31, 2022 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,965 $ (17,758) $ 3,207 $ 20,840 $ (17,196) $ 3,644 Corporate brands 910 (592) 318 899 (542) 357 Product rights/patents 3,353 (3,282) 71 3,347 (3,251) 96 Partner relationships 157 (157) — 149 (149) — Technology and other 204 (199) 5 201 (196) 5 Total finite-lived intangible assets 25,589 (21,988) 3,601 25,436 (21,334) 4,102 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 27,287 $ (21,988) $ 5,299 $ 27,134 $ (21,334) $ 5,800 |
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 2023 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2023 2024 2025 2026 2027 2028 Thereafter Total Amortization $ 483 $ 884 $ 804 $ 677 $ 640 $ 42 $ 71 $ 3,601 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the six months ended June 30, 2023 and the year ended December 31, 2022 were as follows: (in millions) Bausch + Lomb Salix International Dermatology Solta Medical Diversified Total Balance, January 1, 2022 $ 5,318 $ 3,159 $ 825 $ 798 $ — $ 2,357 $ 12,457 Realignment of segment goodwill — — — (798) 115 683 — Additions 5 — — — — — 5 Impairment — — — — — (824) (824) Foreign exchange and other (77) — (36) — — 22 (91) Balance, December 31, 2022 5,246 3,159 789 — 115 2,238 11,547 Additions 8 — — — — — 8 Foreign exchange and other 25 — 55 — — (7) 73 Balance, June 30, 2023 $ 5,279 $ 3,159 $ 844 $ — $ 115 $ 2,231 $ 11,628 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) June 30, December 31, Product rebates $ 960 $ 983 Product returns 403 427 Legal matters and related fees 326 326 Employee compensation and benefit costs 290 300 Interest 205 208 Income taxes payable 52 30 Other 772 714 $ 3,008 $ 2,988 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: June 30, 2023 December 31, 2022 (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: 2022 Amended Credit Agreement 2027 Revolving Credit Facility February 2027 $ 245 $ 245 $ 470 $ 470 February 2027 Term Loan B Facility February 2027 2,375 2,336 2,437 2,392 AR Credit Facility January 2028 — — — — B+L Credit Facilities B+L Revolving Credit Facility May 2027 200 200 — — B+L Term Facility May 2027 2,475 2,433 2,488 2,439 Senior Secured Notes: 5.50% Secured Notes November 2025 1,680 1,673 1,680 1,672 6.125% Secured Notes February 2027 1,000 989 1,000 987 5.75% Secured Notes August 2027 500 496 500 496 4.875% Secured Notes June 2028 1,600 1,585 1,600 1,583 11.00% First Lien Secured Notes September 2028 1,774 2,740 1,774 2,826 14.00% Second Lien Secured Notes October 2030 352 687 352 711 9.00% Intermediate Holdco Secured Notes January 2028 999 1,397 999 1,423 Senior Unsecured Notes: 9.00% December 2025 959 952 959 951 9.25% April 2026 741 737 741 737 8.50% January 2027 643 644 643 644 7.00% January 2028 171 170 171 170 5.00% January 2028 433 430 433 429 6.25% February 2029 821 813 821 813 5.00% February 2029 452 448 452 448 7.25% May 2029 337 334 337 334 5.25% January 2030 779 772 779 771 5.25% February 2031 462 459 462 458 Other Various 12 12 12 12 Total long-term debt and other $ 19,010 20,552 $ 19,110 20,766 Less: Current portion of long-term debt and other 444 432 Non-current portion of long-term debt $ 20,108 $ 20,334 |
Schedule of long-term debt maturities | Maturities of debt obligations for the remainder of 2023, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2023 $ 75 2024 150 2025 2,789 2026 891 2027 6,913 2028 4,990 Thereafter 3,202 Total debt obligations 19,010 Unamortized premiums, discounts and issuance costs 1,542 Total long-term debt and other $ 20,552 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 the Company’s share-based compensation expenses related to stock options and RSUs for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Stock options $ 4 $ 3 $ 10 $ 7 RSUs 29 23 64 51 $ 33 $ 26 $ 74 $ 58 Research and development expenses $ 2 $ 3 $ 5 $ 6 Selling, general and administrative expenses 31 23 69 52 $ 33 $ 26 $ 74 $ 58 |
Summary of share-based awards | Share-based awards granted for the six months ended June 30, 2023 and 2022 consist of: 2023 2022 Bausch Health Share-Based Awards Stock options Granted 999,000 2,570,000 Weighted-average exercise price $ 9.25 $ 23.95 Weighted-average grant date fair value $ 4.87 $ 6.60 Time-based RSUs Granted 4,667,000 2,680,000 Weighted-average grant date fair value $ 9.06 $ 18.49 Adjusted Operating Cash Flow performance-based RSUs Granted 647,000 — Weighted-average grant date fair value $ 10.57 $ — ROTC performance-based RSUs Granted — 369,000 Weighted-average grant date fair value $ — $ 9.40 Bausch+ Lomb Share-Based Awards Stock options Granted 3,130,000 6,455,000 Weighted-average exercise price $ 18.16 $ 18.00 Weighted-average grant date fair value $ 5.40 $ 4.55 RSUs Granted 2,888,000 3,207,000 Weighted-average grant date fair value $ 17.97 $ 17.92 TSR performance-based RSUs Granted 1,175,000 — Weighted-average grant date fair value $ 27.65 $ — Organic Revenue Growth performance-based RSUs Granted 142,000 — Weighted-average grant date fair value $ 17.96 $ — |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of the components of accumulated other comprehensive loss | Accumulated other comprehensive loss consists of: (in millions) June 30, December 31, Foreign currency translation adjustment $ (1,883) $ (2,038) Pension adjustment, net of tax (19) (18) $ (1,902) $ (2,056) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Product related research and development $ 148 $ 120 $ 284 $ 241 Quality assurance 8 7 15 13 $ 156 $ 127 $ 299 $ 254 |
OTHER (INCOME) EXPENSE, NET (Ta
OTHER (INCOME) EXPENSE, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of other (income) expense, net | Other (income) expense, net consists of: Three Months Ended Six Months Ended (in millions) 2023 2022 2023 2022 Litigation and other matters $ (71) $ 8 $ (79) $ 7 Acquisition-related contingent consideration (17) (5) 14 (2) Loss (Gain) on sale of assets, net 1 (3) 1 (3) Acquired in-process research and development costs — 1 — 1 Acquisition-related transaction costs 3 — 3 — Other, Net 1 (1) 1 (1) $ (83) $ — $ (60) $ 2 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings (loss) per share | Earnings (loss) per share attributable to Bausch Health Companies Inc. is calculated as follows: Three Months Ended Six Months Ended (in millions, except per share amounts) 2023 2022 2023 2022 Net income (loss) attributable to Bausch Health Companies Inc. $ 26 $ (145) $ (175) $ (214) Basic weighted-average common shares outstanding 364.8 362.2 364.1 361.5 Diluted effect of stock options and RSUs 2.3 — — — Diluted weighted-average common shares outstanding $ 367.1 $ 362.2 $ 364.1 $ 361.5 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.07 $ (0.40) $ (0.48) $ (0.59) Diluted $ 0.07 $ (0.40) $ (0.48) $ (0.59) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2023 2022 2023 2022 Revenues: Salix $ 557 $ 501 $ 1,053 $ 965 International 259 233 506 477 Solta Medical 88 57 161 129 Diversified 228 235 425 484 Bausch + Lomb 1,035 941 1,966 1,830 $ 2,167 $ 1,967 $ 4,111 $ 3,885 Segment profits: Salix $ 386 $ 354 $ 700 $ 676 International 68 66 145 157 Solta Medical 45 20 81 55 Diversified 138 141 245 299 Bausch + Lomb 244 208 455 414 881 789 1,626 1,601 Corporate (230) (202) (481) (396) Amortization of intangible assets (269) (302) (542) (612) Goodwill impairments — (83) — (83) Asset impairments (37) (6) (50) (14) Restructuring, integration, separation and IPO costs (16) (35) (26) (48) Other income (expense), net 83 — 60 (2) Operating income 412 161 587 446 Interest income 7 3 13 5 Interest expense (319) (410) (626) (772) Gain on extinguishment of debt — 113 — 113 Foreign exchange and other (21) 4 (31) (3) Income (loss) before income taxes $ 79 $ (129) $ (57) $ (211) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: (in millions) Salix International Solta Medical Diversified Bausch + Lomb Total Three Months Ended June 30, 2023 Pharmaceuticals $ 558 $ 60 $ — $ 194 $ 134 $ 946 Devices — — 88 — 408 496 OTC — 39 — 1 421 461 Branded and Other Generics — 148 — 27 68 243 Other revenues (1) 12 — 6 4 21 $ 557 $ 259 $ 88 $ 228 $ 1,035 $ 2,167 Three Months Ended June 30, 2022 Pharmaceuticals $ 501 $ 67 $ — $ 196 $ 114 $ 878 Devices — — 57 — 393 450 OTC — 34 — 1 366 401 Branded and Other Generics — 122 — 31 62 215 Other revenues — 10 — 7 6 23 $ 501 $ 233 $ 57 $ 235 $ 941 $ 1,967 Six Months Ended June 30, 2023 Pharmaceuticals $ 1,054 $ 117 $ — $ 356 $ 242 $ 1,769 Devices — — 161 — 814 975 OTC — 78 — 3 774 855 Branded and Other Generics — 286 — 54 129 469 Other revenues (1) 25 — 12 7 43 $ 1,053 $ 506 $ 161 $ 425 $ 1,966 $ 4,111 Six Months Ended June 30, 2022 Pharmaceuticals $ 965 $ 125 $ — $ 401 $ 221 $ 1,712 Devices — — 129 — 779 908 OTC — 72 — 3 702 777 Branded and Other Generics — 255 — 67 116 438 Other revenues — 25 — 13 12 50 $ 965 $ 477 $ 129 $ 484 $ 1,830 $ 3,885 |
Schedule of revenue attributed to a geographic region | Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 (in millions) 2023 2022 2023 2022 U.S. and Puerto Rico $ 1,269 $ 1,190 $ 2,380 $ 2,305 China 114 74 202 177 Canada 92 88 176 166 Poland 75 63 150 139 Mexico 75 69 144 130 France 63 58 120 115 Japan 48 50 98 101 Germany 42 35 85 80 United Kingdom 30 29 60 57 Russia 36 38 70 63 Spain 25 23 47 44 Italy 23 23 44 43 South Korea 23 20 45 39 Other 252 207 490 426 $ 2,167 $ 1,967 $ 4,111 $ 3,885 |
Schedule of customers that accounted for 10% or more of total revenue | Customers that accounted for 10% or more of total revenues were as follows: Six Months Ended June 30, 2023 2023 2022 AmerisourceBergen Corporation 18% 16% McKesson Corporation (including McKesson Specialty) 14% 13% Cardinal Health, Inc. 13% 11% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Jun. 30, 2023 country |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of countries in which entity operates | 100 |
Bausch + Lomb | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership percentage by parent | 89% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - shares | Jun. 30, 2023 | May 10, 2022 | Dec. 31, 2022 | Jun. 01, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, outstanding (in shares) | 364,063,514 | 361,898,846 | ||
Bausch + Lomb | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, outstanding (in shares) | 310,449,643 | |||
Percentage of shares held | 89% | |||
B+L IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold (in shares) | 35,000,000 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 1,910 | $ 1,863 |
Current period provisions | 2,852 | 2,710 |
Payments and credits | (2,904) | (2,602) |
Reserve ending balance | 1,858 | 1,971 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 188 | 222 |
Current period provisions | 297 | 278 |
Payments and credits | (315) | (303) |
Reserve ending balance | 170 | 197 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 427 | 482 |
Current period provisions | 79 | 60 |
Payments and credits | (103) | (107) |
Reserve ending balance | 403 | 435 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 1,023 | 944 |
Current period provisions | 1,364 | 1,236 |
Payments and credits | (1,372) | (1,170) |
Reserve ending balance | 1,015 | 1,010 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 196 | 170 |
Current period provisions | 989 | 1,028 |
Payments and credits | (1,004) | (976) |
Reserve ending balance | 181 | 222 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 76 | 45 |
Current period provisions | 123 | 108 |
Payments and credits | (110) | (46) |
Reserve ending balance | $ 89 | $ 107 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Cooperative advertising credits included in rebates | $ 1,858,000,000 | $ 1,971,000,000 | $ 1,858,000,000 | $ 1,971,000,000 | $ 1,910,000,000 | $ 1,863,000,000 | ||
Price appreciation credits | 2,167,000,000 | 1,967,000,000 | 4,111,000,000 | 3,885,000,000 | ||||
Price Appreciation Credit | ||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Price appreciation credits | 0 | 0 | ||||||
Rebates, Advertising Credits Portion | ||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Cooperative advertising credits included in rebates | $ 55,000,000 | $ 48,000,000 | $ 55,000,000 | $ 48,000,000 | $ 40,000,000 | $ 36,000,000 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 33 | $ 35 |
Provision for expected credit losses | 2 | 1 |
Write-offs charged against the allowance | (2) | (1) |
Recoveries of amounts previously written off | 3 | 3 |
Foreign exchange and other | (3) | (2) |
Ending balance | $ 33 | $ 36 |
LICENSING AGREEMENTS AND ACQU_2
LICENSING AGREEMENTS AND ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | |||||
Jun. 30, 2023 | Jan. 17, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 11,628 | $ 11,547 | $ 12,457 | |||
Bausch + Lomb | XIIDRA® And Certain Other Ophthalmology Assets Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Expected up-front payment | $ 1,750 | |||||
Bausch + Lomb | XIIDRA® And Certain Other Ophthalmology Assets Acquisition | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Potential milestone obligations (up to) | $ 750 | |||||
Bausch + Lomb | AcuFocus, Inc. Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Up-front payment | $ 35 | |||||
Payments to acquire business | $ 31 | |||||
Purchase price, repayment term | 18 months | |||||
Contingent consideration, liability | $ 5 | |||||
Intangible assets, net | 28 | |||||
Goodwill | 8 | |||||
Other assets | 9 | |||||
Liabilities | $ 6 |
RESTRUCTURING, INTEGRATION, S_2
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost-rationalization and integration initiatives | ||||
Separation and IPO-related costs included in selling, general and administrative expenses | $ 711 | $ 676 | $ 1,436 | $ 1,298 |
Restructuring and Integration Costs | ||||
Cost-rationalization and integration initiatives | ||||
Costs incurred | 25 | 25 | ||
Separation and IPO Costs | ||||
Cost-rationalization and integration initiatives | ||||
Restructuring, integration, separation, and IPO costs | 1 | 23 | ||
Separation and IPO-related costs included in selling, general and administrative expenses | $ 13 | $ 64 |
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 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Assets: | |||
Restricted cash | $ 9 | $ 27 | $ 1,220 |
Recurring basis | |||
Assets: | |||
Cash equivalents | 62 | 94 | |
Restricted cash | 9 | 27 | |
Liabilities: | |||
Acquisition-related contingent consideration | 248 | 241 | |
Recurring basis | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | |||
Liabilities: | |||
Derivative liabilities | 62 | 39 | |
Recurring basis | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 5 | 6 | |
Liabilities: | |||
Derivative liabilities | 1 | 4 | |
Recurring basis | Level 1 | |||
Assets: | |||
Cash equivalents | 54 | 85 | |
Restricted cash | 9 | 27 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Level 1 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | |||
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Recurring basis | Level 1 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 0 | 0 | |
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Recurring basis | Level 2 | |||
Assets: | |||
Cash equivalents | 8 | 9 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 0 | 0 | |
Recurring basis | Level 2 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | |||
Liabilities: | |||
Derivative liabilities | 62 | 39 | |
Recurring basis | Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 5 | 6 | |
Liabilities: | |||
Derivative liabilities | 1 | 4 | |
Recurring basis | Level 3 | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 248 | 241 | |
Recurring basis | Level 3 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | |||
Liabilities: | |||
Derivative liabilities | 0 | 0 | |
Recurring basis | Level 3 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 0 | 0 | |
Liabilities: | |||
Derivative liabilities | $ 0 | $ 0 |
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) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Highly liquid investments, maturity period (or less) | 3 months | ||
Cash and cash equivalents | $ 579 | $ 564 | $ 659 |
Bausch + Lomb | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 392 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Narrative (Details) - Cross-currency swaps - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receipts in interest settlement of cross-currency swaps | $ 6,000,000 | $ 0 | |
Net Investment Hedging | Designated as Hedging Instrument | Bausch + Lomb | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate notional amounts | $ 1,000,000,000 |
FAIR VALUE MEASUREMENTS AND F_6
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps Included in Consolidated Balance Sheets (Details) - Cross-currency swaps - Net Investment Hedging - Designated as Hedging Instrument - Bausch + Lomb - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 62 | $ 39 |
Other non-current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | 68 | 45 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 6 | $ 6 |
FAIR VALUE MEASUREMENTS AND F_7
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Effect of Hedging Instruments on Financial Instruments (Details) - Net Investment Hedging - Cross-currency swaps - Designated as Hedging Instrument - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss recognized in Other comprehensive loss | $ 17 | $ 0 | $ (23) | $ 0 |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain excluded from assessment of hedge effectiveness | $ 3 | $ 0 | $ 6 | $ 0 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Currency Exchange Contracts, Narrative (Details) | Jun. 30, 2023 USD ($) |
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 | $ 494,000,000 |
FAIR VALUE MEASUREMENTS AND F_9
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 4 | $ 2 |
Accrued and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | 1 | 4 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 5 | $ 6 |
FAIR VALUE MEASUREMENTS AND _10
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) related to changes in fair value | $ 1 | $ (3) | $ 2 | $ (10) |
Gain (loss) related to settlements | $ 8 | $ (10) | $ 4 | $ (3) |
FAIR VALUE MEASUREMENTS AND _11
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Narrative (Details) - Recurring basis - Level 3 | Jun. 30, 2023 rate |
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 | 0.28 |
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 _12
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Reconciliation of Contingent Consideration Obligations (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance, beginning of period | $ 241 | $ 241 |
Acquisition-related contingent consideration | 15 | (2) |
Acquisition of AcuFocus, Inc. | 5 | 0 |
Payments/Settlements | (14) | (14) |
Foreign currency translation adjustment included in Other comprehensive loss | 1 | 0 |
Balance, end of period | 248 | 225 |
Current portion included in Accrued and other current liabilities | 50 | 37 |
Non-current portion | $ 198 | $ 188 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement Of Income, Extensible List Not Disclosed Flag | Acquisition-related contingent consideration | Acquisition-related contingent consideration |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | $ 9 | $ 8 |
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 | $ 6 | $ (10) |
FAIR VALUE MEASUREMENTS AND _13
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Nonrecurring adjustment | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 13,737 | $ 14,011 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 405 | $ 326 |
Work in process | 114 | 98 |
Finished goods | 721 | 666 |
Total Inventories | $ 1,240 | $ 1,090 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,589 | $ 25,436 |
Accumulated Amortization and Impairments | (21,988) | (21,334) |
Net Carrying Amount | 3,601 | 4,102 |
Total intangible assets | ||
Gross Carrying Amount | 27,287 | 27,134 |
Net Carrying Amount | 5,299 | 5,800 |
B&L Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 20,965 | 20,840 |
Accumulated Amortization and Impairments | (17,758) | (17,196) |
Net Carrying Amount | 3,207 | 3,644 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 910 | 899 |
Accumulated Amortization and Impairments | (592) | (542) |
Net Carrying Amount | 318 | 357 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,353 | 3,347 |
Accumulated Amortization and Impairments | (3,282) | (3,251) |
Net Carrying Amount | 71 | 96 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 157 | 149 |
Accumulated Amortization and Impairments | (157) | (149) |
Net Carrying Amount | 0 | 0 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 204 | 201 |
Accumulated Amortization and Impairments | (199) | (196) |
Net Carrying Amount | $ 5 | $ 5 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) reporting_unit | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||||||||||
Asset impairments | $ 37,000,000 | $ 6,000,000 | $ 50,000,000 | $ 14,000,000 | |||||||||
Finite-lived intangible assets | $ 3,601,000,000 | 3,601,000,000 | $ 4,102,000,000 | 3,601,000,000 | $ 4,102,000,000 | ||||||||
Goodwill impairment | 824,000,000 | ||||||||||||
Goodwill | 11,628,000,000 | 11,628,000,000 | 11,547,000,000 | 11,628,000,000 | 11,547,000,000 | $ 12,457,000,000 | |||||||
Accumulated goodwill impairment charges | 5,004,000,000 | 5,004,000,000 | 5,004,000,000 | ||||||||||
Bausch + Lomb | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Number of reporting units | reporting_unit | 3 | ||||||||||||
Salix | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Goodwill impairment | 0 | ||||||||||||
Goodwill | 3,159,000,000 | 3,159,000,000 | $ 3,159,000,000 | 3,159,000,000 | $ 3,159,000,000 | $ 3,159,000,000 | |||||||
Dermatology Reporting Unit | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, long-term growth rate | 1% | 1% | 1% | 1% | 1% | 1% | |||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.50% | 10% | 10.50% | 10% | 9% | 10% | |||||||
Fair value of reporting value, greater than its carrying value | 2% | ||||||||||||
Goodwill impairment | $ 119,000,000 | $ 83,000,000 | $ 0 | ||||||||||
Reporting unit, impairment test, estimated cash flows, change in discount rate | 1% | 1% | 1% | ||||||||||
Goodwill | $ 480,000,000 | $ 480,000,000 | |||||||||||
Vision Care, Surgical and Pharmaceuticals Reporting Units | Bausch + Lomb | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Fair value of reporting value, greater than its carrying value | 25% | 25% | 25% | 25% | 25% | ||||||||
Goodwill impairment | $ 0 | $ 0 | |||||||||||
Salix Reporting Unit | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, long-term growth rate | 2.50% | 2.50% | |||||||||||
Fair value of reporting value, greater than its carrying value | 5% | 5% | |||||||||||
Goodwill impairment | $ 0 | ||||||||||||
Neurology and Other Reporting Unit | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, long-term growth rate | (2.50%) | (2.50%) | |||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.25% | 10.25% | |||||||||||
Goodwill impairment | $ 622,000,000 | ||||||||||||
Goodwill | $ 1,439,000,000 | $ 1,439,000,000 | |||||||||||
Minimum | Vision Care, Surgical and Pharmaceuticals Reporting Units | Bausch + Lomb | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, long-term growth rate | 2% | 2% | 2% | 2% | 2% | ||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9% | 9.50% | 9% | 9% | 9.50% | ||||||||
Minimum | Salix Reporting Unit | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.75% | 9.75% | |||||||||||
Maximum | Vision Care, Surgical and Pharmaceuticals Reporting Units | Bausch + Lomb | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, long-term growth rate | 3% | 3% | 3% | 3% | 3% | ||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 11.50% | 12.25% | 11.50% | 11.50% | 12.25% | ||||||||
Maximum | Salix Reporting Unit | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10% | 10% | |||||||||||
Uceris Foam | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Asset impairments | 37,000,000 | ||||||||||||
Impairment of intangible assets | 37,000,000 | ||||||||||||
Xifaxan Branded Products | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Impairment of intangible assets | 0 | $ 0 | |||||||||||
Finite-lived intangible assets | $ 2,424,000,000 | $ 2,424,000,000 | $ 2,424,000,000 | ||||||||||
Finite lived intangible assets, useful life | 54 months | 54 months | 54 months | ||||||||||
Xifaxan Branded Products | Salix | Revenue from Contract with Customer, Segment Benchmark | Product Concentration Risk | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Concentration risk percentage | 80% | ||||||||||||
Trade Names No Longer Used | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Impairment of intangible assets | $ 8,000,000 | ||||||||||||
Discontinued Product Lines | |||||||||||||
Goodwill [Line Items] | |||||||||||||
Impairment of intangible assets | $ 5,000,000 | $ 14,000,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 483 | |
2024 | 884 | |
2025 | 804 | |
2026 | 677 | |
2027 | 640 | |
2028 | 42 | |
Thereafter | 71 | |
Net Carrying Amount | $ 3,601 | $ 4,102 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 11,547 | $ 12,457 |
Realignment of segment goodwill | 0 | |
Additions | 8 | 5 |
Impairment | (824) | |
Foreign exchange and other | 73 | (91) |
Balance at the end of the period | 11,628 | 11,547 |
Bausch + Lomb | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 5,246 | 5,318 |
Realignment of segment goodwill | 0 | |
Additions | 8 | 5 |
Impairment | 0 | |
Foreign exchange and other | 25 | (77) |
Balance at the end of the period | 5,279 | 5,246 |
Salix | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 3,159 | 3,159 |
Realignment of segment goodwill | 0 | |
Additions | 0 | 0 |
Impairment | 0 | |
Foreign exchange and other | 0 | 0 |
Balance at the end of the period | 3,159 | 3,159 |
International | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 789 | 825 |
Realignment of segment goodwill | 0 | |
Additions | 0 | 0 |
Impairment | 0 | |
Foreign exchange and other | 55 | (36) |
Balance at the end of the period | 844 | 789 |
Dermatology | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 0 | 798 |
Realignment of segment goodwill | (798) | |
Additions | 0 | 0 |
Impairment | 0 | |
Foreign exchange and other | 0 | 0 |
Balance at the end of the period | 0 | 0 |
Solta Medical | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 115 | 0 |
Realignment of segment goodwill | 115 | |
Additions | 0 | 0 |
Impairment | 0 | |
Foreign exchange and other | 0 | 0 |
Balance at the end of the period | 115 | 115 |
Diversified | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 2,238 | 2,357 |
Realignment of segment goodwill | 683 | |
Additions | 0 | 0 |
Impairment | (824) | |
Foreign exchange and other | (7) | 22 |
Balance at the end of the period | $ 2,231 | $ 2,238 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Product rebates | $ 960 | $ 983 |
Product returns | 403 | 427 |
Legal matters and related fees | 326 | 326 |
Employee compensation and benefit costs | 290 | 300 |
Interest | 205 | 208 |
Income taxes payable | 52 | 30 |
Other | 772 | 714 |
Accrued and other current liabilities | $ 3,008 | $ 2,988 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 10, 2022 |
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 19,010 | $ 19,110 | |
Total long-term debt and other | 20,552 | 20,766 | |
Less: Current portion of long-term debt and other | 444 | 432 | |
Non-current portion of long-term debt | 20,108 | 20,334 | |
Term Loan B Facility Due February 2027 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 2,375 | 2,437 | |
Total long-term debt and other | $ 2,336 | 2,392 | |
Term Facility Due May 2027 | Bausch + Lomb | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 8.59% | ||
Principal Amount | $ 2,475 | 2,488 | |
Total long-term debt and other | $ 2,433 | 2,439 | |
Secured Notes | 5.500% 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 | $ 1,680 | 1,680 | |
Total long-term debt and other | $ 1,673 | 1,672 | |
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 | 1,000 | |
Total long-term debt and other | $ 989 | 987 | |
Secured Notes | 5.750% 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 | 500 | |
Total long-term debt and other | $ 496 | 496 | |
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% | ||
Principal Amount | $ 1,600 | 1,600 | |
Total long-term debt and other | $ 1,585 | 1,583 | |
Secured Notes | 11.00% First Lien Senior Notes, Due September 2028 | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 11% | ||
Principal Amount | $ 1,774 | 1,774 | |
Total long-term debt and other | $ 2,740 | 2,826 | |
Secured Notes | 14.00% Second Lien Senior Notes, Due October 2030 | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 14% | ||
Principal Amount | $ 352 | 352 | |
Total long-term debt and other | $ 687 | 711 | |
Secured Notes | 9.00% Intermediate Holdco Senior Notes, Due January 2028 | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 9% | ||
Principal Amount | $ 999 | 999 | |
Total long-term debt and other | $ 1,397 | 1,423 | |
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% | ||
Principal Amount | $ 959 | 959 | |
Total long-term debt and other | $ 952 | 951 | |
Unsecured Notes | 9.250% 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 | $ 741 | 741 | |
Total long-term debt and other | $ 737 | 737 | |
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 | $ 643 | 643 | |
Total long-term debt and other | $ 644 | 644 | |
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% | ||
Principal Amount | $ 171 | 171 | |
Total long-term debt and other | $ 170 | 170 | |
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% | ||
Principal Amount | $ 433 | 433 | |
Total long-term debt and other | $ 430 | 429 | |
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 | $ 821 | 821 | |
Total long-term debt and other | $ 813 | 813 | |
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% | ||
Principal Amount | $ 452 | 452 | |
Total long-term debt and other | $ 448 | 448 | |
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 | $ 337 | 337 | |
Total long-term debt and other | $ 334 | 334 | |
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 | $ 779 | 779 | |
Total long-term debt and other | $ 772 | 771 | |
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 | $ 462 | 462 | |
Total long-term debt and other | 459 | 458 | |
Unsecured Notes | Other | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 12 | 12 | |
Total long-term debt and other | 12 | 12 | |
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 245 | 470 | |
Total long-term debt and other | 245 | 470 | |
Revolving Credit Facility | AR Credit Facility Due January 2028 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 0 | |
Total long-term debt and other | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Amount available for restricted payments | $ 9,800 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 2 |
Secured leverage ratio | 4 |
9.00% Intermediate Holdco Senior Notes, Due January 2028 | Secured Notes | |
Debt Instrument [Line Items] | |
Stated interest rate on debt (as a percent) | 9% |
FINANCING ARRANGEMENTS - Septem
FINANCING ARRANGEMENTS - September 2022 Exchange Offer (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | |
Bausch + Lomb | ||||
Extinguishment of Debt [Line Items] | ||||
Ownership percentage | 89% | 89% | ||
Bausch + Lomb | Intermediate Holdco | ||||
Extinguishment of Debt [Line Items] | ||||
Ownership percentage | 38.60% | 38.60% | ||
Exchange Offer | Bausch + Lomb | Intermediate Holdco | ||||
Extinguishment of Debt [Line Items] | ||||
Ownership percentage | 38.60% | |||
Unsecured Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Repurchased debt, aggregate principal amount | $ 481,000,000 | |||
Unsecured Notes | Exchange Offer | ||||
Extinguishment of Debt [Line Items] | ||||
Repurchased debt, aggregate principal amount | $ 5,594,000,000 | |||
Secured Notes | Exchange Offer | ||||
Extinguishment of Debt [Line Items] | ||||
Aggregate principal amount issued | 3,125,000,000 | |||
Reduction of outstanding principal | 2,469,000,000 | |||
Debt instrument, premium | 1,835,000,000 | |||
Contractual interest paid | $ 27,000,000 | $ 155,000,000 | ||
Amortization of debt premium | $ 23,000,000 | $ 134,000,000 | ||
Secured Notes | 11.00% First Lien Senior Notes, Due September 2028 | ||||
Extinguishment of Debt [Line Items] | ||||
Stated interest rate on debt (as a percent) | 11% | 11% | ||
Secured Notes | 11.00% First Lien Senior Notes, Due September 2028 | Exchange Offer | ||||
Extinguishment of Debt [Line Items] | ||||
Aggregate principal amount issued | $ 1,774,000,000 | |||
Stated interest rate on debt (as a percent) | 11% | |||
Secured Notes | 14.00% Second Lien Senior Notes, Due October 2030 | ||||
Extinguishment of Debt [Line Items] | ||||
Stated interest rate on debt (as a percent) | 14% | 14% | ||
Secured Notes | 14.00% Second Lien Senior Notes, Due October 2030 | Exchange Offer | ||||
Extinguishment of Debt [Line Items] | ||||
Aggregate principal amount issued | $ 352,000,000 | |||
Stated interest rate on debt (as a percent) | 14% | |||
Secured Notes | 9.00% Intermediate Holdco Senior Notes, Due January 2028 | ||||
Extinguishment of Debt [Line Items] | ||||
Stated interest rate on debt (as a percent) | 9% | 9% | ||
Secured Notes | 9.00% Intermediate Holdco Senior Notes, Due January 2028 | Exchange Offer | ||||
Extinguishment of Debt [Line Items] | ||||
Aggregate principal amount issued | $ 999,000,000 | |||
Stated interest rate on debt (as a percent) | 9% |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | Jun. 30, 2023 | Nov. 29, 2022 | May 10, 2022 | Dec. 31, 2022 | Jun. 01, 2018 |
Debt Instrument [Line Items] | |||||
Principal amount outstanding | $ 19,010,000,000 | $ 19,110,000,000 | |||
Amount drawn under credit facility | $ 20,552,000,000 | 20,766,000,000 | |||
Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Percentage of shares held | 89% | ||||
1261229 B.C. Ltd. | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Percentage of shares held | 89% | ||||
Term Loan B Facility Due June 2025 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 4,565,000,000 | ||||
Term Loan B Facility Due November 2025 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 1,500,000,000 | ||||
Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,500,000,000 | ||||
Principal amount outstanding | $ 2,375,000,000 | 2,437,000,000 | |||
Amount drawn under credit facility | 2,336,000,000 | 2,392,000,000 | |||
Annual amortization rate (as a percent) | 5% | ||||
Quarterly amortization payments | $ 125,000,000 | ||||
Remaining quarterly amortization payments | 438,000,000 | ||||
Term Loan B Facility Due February 2027 | Federal Funds | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Term Loan B Facility Due February 2027 | Base Rate Factor, SOFR | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
Term Loan B Facility Due February 2027 | SOFR Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 5.25% | ||||
Variable rate, if rate not ascertainable (as a percent) | 1.50% | ||||
Term Loan B Facility Due February 2027 | SOFR Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Term Loan B Facility Due February 2027 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.25% | ||||
Senior Secured Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100% | ||||
Percentage of cash proceeds from incurrence of debt | 100% | ||||
Percentage of annual excess cash flow | 50% | ||||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100% | ||||
New Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Total leverage ratio | 760% | ||||
Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,500,000,000 | ||||
Principal amount outstanding | 2,475,000,000 | 2,488,000,000 | |||
Amount drawn under credit facility | 2,433,000,000 | 2,439,000,000 | |||
Annual amortization rate (as a percent) | 1% | ||||
Quarterly amortization payments | $ 25,000,000 | ||||
Remaining quarterly amortization payments | $ 94,000,000 | ||||
Term | 5 years | ||||
Stated interest rate on debt (as a percent) | 8.59% | ||||
Term Facility Due May 2027 | Base Rate Factor, SOFR | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Term Facility Due May 2027 | SOFR Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.25% | ||||
Credit spread adjustment (as a percent) | 0.10% | ||||
Term Facility Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.015% | ||||
Term Facility Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.475% | ||||
Term Facility Due May 2027 | Base Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.25% | ||||
Term Facility Due May 2027 | Base Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.50% | ||||
Term Facility Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.015% | ||||
Term Facility Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.475% | ||||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,225,000,000 | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | |||||
Debt Instrument [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 | ||||
Principal amount outstanding | $ 245,000,000 | 470,000,000 | |||
Amount drawn under credit facility | 245,000,000 | 470,000,000 | |||
Threshold for incremental borrowings | $ 1,000,000,000 | ||||
Incremental borrowings interest rate | 40% | ||||
Interest coverage ratio (not less than) | 2 | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Secured leverage ratio (not greater than) | 3.50 | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Total leverage ratio (not greater than) | 6.50 | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.25% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.50% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | SOFR Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Credit spread adjustment (as a percent) | 0.10% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | SOFR Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Credit spread adjustment (as a percent) | 0.25% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | EURIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.25% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | SOFR, CDOR and EURIBOR Rates | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | SOFR, CDOR and EURIBOR Rates | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 5.25% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Principal amount outstanding | 200,000,000 | 0 | |||
Amount drawn under credit facility | 200,000,000 | $ 0 | |||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100% | ||||
Percentage of cash proceeds from incurrence of debt | 100% | ||||
Percentage of annual excess cash flow | 50% | ||||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100% | ||||
Term | 5 years | ||||
Remaining borrowings | 275,000,000 | ||||
Facility fee (as a percent) | 0.25% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.11% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.275% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Credit spread adjustment (as a percent) | 0.10% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.75% | ||||
Letter of Credit | Revolving Credit Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Amount drawn under credit facility | 23,000,000 | ||||
Letter of Credit | Revolving Credit Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Amount drawn under credit facility | $ 25,000,000 |
FINANCING ARRANGEMENTS - Accoun
FINANCING ARRANGEMENTS - Accounts Receivable Credit Facility (Details) - AR Credit Facility - Revolving Credit Facility - Line of Credit | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 600,000,000 |
Commitment fee (as a percent) | 0.75% |
Total lender's commitment fee (as a percent) | 50% |
Amount outstanding | $ 0 |
Deferred financing costs | $ 20,000,000 |
SOFR Rate | |
Debt Instrument [Line Items] | |
Variable rate (as a percent) | 6.65% |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | 6 Months Ended | ||
May 10, 2022 | Feb. 10, 2022 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||
Redemption price percentage to change in control (as a percent) | 101% | ||
Bausch + Lomb | |||
Debt Instrument [Line Items] | |||
Ownership percentage by parent | 89% | ||
Bausch + Lomb | Intermediate Holdco | |||
Debt Instrument [Line Items] | |||
Ownership percentage by parent | 38.60% | ||
Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Redemption price percentage to change in control (as a percent) | 101% | ||
6.125% Senior Notes Due April 2025 | Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt (as a percent) | 6.125% | ||
Redemption price (as a percent) | 101.021% | ||
6.125% Senior Notes Due February 2027 | Secured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | |
Principal amount | $ 1,000,000,000 | ||
6.125% Senior Notes Due February 2027 | Secured Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 100% | ||
6.125% Senior Notes Due February 2027 | Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | |||
Debt Instrument [Line Items] | |||
Maximum percentage of principal amount that can be redeemed | 40% | ||
11.00% First Lien Senior Notes, Due September 2028 | Secured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt (as a percent) | 11% | ||
11.00% First Lien Senior Notes, Due September 2028 | Secured Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 100% | ||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt (as a percent) | 14% | ||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Redemption price (as a percent) | 100% | ||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | |||
Debt Instrument [Line Items] | |||
Maximum percentage of principal amount that can be redeemed | 40% | ||
9.00% Intermediate Holdco Senior Notes, Due January 2028 | Secured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt (as a percent) | 9% |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) | 6 Months Ended | |
May 10, 2022 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||
Redemption price percentage to change in control (as a percent) | 101% | |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Redemption price percentage to change in control (as a percent) | 101% | |
Unsecured Debt | 6.125% Senior Notes Due April 2025 | ||
Debt Instrument [Line Items] | ||
Redemption price (as a percent) | 101.021% |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 7.91% | 7.74% |
FINANCING ARRANGEMENTS - Gain (
FINANCING ARRANGEMENTS - Gain (Loss) on Extinguishment of Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
May 10, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 690 | $ 7,083 | |||
Gain (loss) on extinguishment of debt | $ (63) | $ 0 | $ 113 | $ 0 | 113 |
Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Repurchased debt, aggregate principal amount | 481 | $ 481 | |||
Repayments of long-term debt | 300 | ||||
Gain (loss) on extinguishment of debt | $ 176 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 75 | |
2024 | 150 | |
2025 | 2,789 | |
2026 | 891 | |
2027 | 6,913 | |
2028 | 4,990 | |
Thereafter | 3,202 | |
Total debt obligations | 19,010 | $ 19,110 |
Unamortized premiums, discounts and issuance costs | 1,542 | |
Total long-term debt and other | $ 20,552 | $ 20,766 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |||||||
May 16, 2023 | Apr. 24, 2023 | Mar. 06, 2023 | Sep. 05, 2022 | May 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Remaining unrecognized compensation expense related to non-vested awards | $ 196 | |||||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 1 month 9 days | |||||||
Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future grant (in shares) | 18,600,000 | |||||||
Remaining unrecognized compensation expense related to non-vested awards | $ 111 | |||||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 3 months 18 days | |||||||
RSUs | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 2,888,000 | 3,207,000 | ||||||
2014 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum shares authorized (in shares) | 18,000,000 | |||||||
Common shares available for issuance (in shares) | 20,000,000 | |||||||
Number of additional shares available for issuance (in shares) | 7,500,000 | |||||||
Number of shares available for future grant (in shares) | 16,712,000 | |||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2022 Omnibus Incentive Plan | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum shares authorized (in shares) | 38,000,000 | 28,000,000 | ||||||
Number of additional shares available for issuance (in shares) | 10,000,000 | |||||||
2022 Omnibus Incentive Plan | Stock options | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
Incentive stock plan, term | 10 years | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | Stock options | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 1,318,681 | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | Stock options | Bausch + Lomb | Vesting Period One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | Stock options | Bausch + Lomb | Vesting Period Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | Stock options | Bausch + Lomb | Vesting Period Three | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 33.33% | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | RSUs | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 375,000 | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | RSUs | Bausch + Lomb | Vesting Period One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 50% | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | RSUs | Bausch + Lomb | Vesting Period Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights, percentage | 50% | |||||||
2022 Omnibus Incentive Plan | Chief Executive Officer | PSUs | Bausch + Lomb | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Granted (in shares) | 750,000 | |||||||
Performance period | 4 years |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 33 | $ 26 | $ 74 | $ 58 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 2 | 3 | 5 | 6 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 31 | 23 | 69 | 52 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 4 | 3 | 10 | 7 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 29 | $ 23 | $ 64 | $ 51 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Award Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 999 | 2,570 |
Weighted-average exercise price (in usd per share) | $ 9.25 | $ 23.95 |
Weighted-average grant date fair value (in usd per share) | $ 4.87 | $ 6.60 |
Stock options | Bausch + Lomb | ||
Stock options | ||
Granted (in shares) | 3,130 | 6,455 |
Weighted-average exercise price (in usd per share) | $ 18.16 | $ 18 |
Weighted-average grant date fair value (in usd per share) | $ 5.40 | $ 4.55 |
Time-based RSUs | ||
Other than Stock options | ||
Granted (in shares) | 4,667 | 2,680 |
Weighted-average grant date fair value (in usd per share) | $ 9.06 | $ 18.49 |
Adjusted Operating Cash Flow performance-based RSUs | ||
Other than Stock options | ||
Granted (in shares) | 647 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 10.57 | $ 0 |
ROTC performance-based RSUs | ||
Other than Stock options | ||
Granted (in shares) | 0 | 369 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 9.40 |
RSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 2,888 | 3,207 |
Weighted-average grant date fair value (in usd per share) | $ 17.97 | $ 17.92 |
TSR performance-based RSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 1,175 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 27.65 | $ 0 |
Organic Revenue Growth performance-based RSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 142 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 17.96 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ 271 | $ 145 | $ 260 | $ 253 | $ (141) | $ (34) |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (1,883) | (2,038) | ||||
Pension adjustment, net of tax | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (19) | (18) | ||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ (1,902) | $ (1,989) | $ (2,056) | $ (2,002) | $ (1,974) | $ (1,924) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income | ||
Adjustment to reflect change in ownership interest in Bausch + Lomb | $ 675 | $ 675 |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income | ||
Adjustment to reflect change in ownership interest in Bausch + Lomb | $ 137 | $ 137 |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 148 | $ 120 | $ 284 | $ 241 |
Quality assurance | 8 | 7 | 15 | 13 |
Research and development costs | $ 156 | $ 127 | $ 299 | $ 254 |
OTHER (INCOME) EXPENSE, NET - S
OTHER (INCOME) EXPENSE, NET - Summary of Other (Income) Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Litigation and other matters | $ (71) | $ 8 | $ (79) | $ 7 |
Acquisition-related contingent consideration | (17) | (5) | 14 | (2) |
Loss (Gain) on sale of assets, net | 1 | (3) | 1 | (3) |
Acquired in-process research and development costs | 0 | 1 | 0 | 1 |
Acquisition-related transaction costs | 3 | 0 | 3 | 0 |
Other, Net | 1 | (1) | 1 | (1) |
Other expense, net | $ (83) | $ 0 | $ (60) | $ 2 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) € in Millions | 3 Months Ended | 6 Months Ended | ||||
Nov. 08, 2022 EUR (€) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Income Tax Examination [Line Items] | ||||||
Income tax expense (benefit) from income taxes | $ 52,000,000 | $ 10,000,000 | $ 125,000,000 | $ (6,000,000) | ||
Income tax expense (benefit) on ordinary income (loss) | 39,000,000 | 16,000,000 | ||||
Income tax expense (benefit) for discrete items | 86,000,000 | (22,000,000) | ||||
Income tax expense from final and potential settlement of various tax audits | 41,000,000 | |||||
Income tax expense (benefit) related to changes in uncertain tax positions | (21,000,000) | (39,000,000) | ||||
Income tax expense, establishment of stock valuation allowance on B+L's Canadian parent | 18,000,000 | |||||
Income tax expense associated with stock compensation | 7,000,000 | |||||
Income tax expense associated with filing certain tax returns | $ 16,000,000 | |||||
Valuation allowance against deferred tax assets | 2,200,000,000 | 2,200,000,000 | $ 2,200,000,000 | |||
Unrecognized tax benefits including interest and penalties | 901,000,000 | 901,000,000 | 881,000,000 | |||
Unrecognized tax benefits related to interest and penalties | 43,000,000 | 43,000,000 | $ 32,000,000 | |||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 402,000,000 | 402,000,000 | ||||
Unrecognized tax benefit, amount possible to decrease in next twelve months | $ 4,000,000 | 4,000,000 | ||||
Tax Year 2014 | Maximum | ||||||
Income Tax Examination [Line Items] | ||||||
Estimate of possible loss, income tax examination | $ 2,100,000,000 | |||||
Luxembourg Inland Revenue | Tax Years 2018 and 2019 | ||||||
Income Tax Examination [Line Items] | ||||||
Estimate of possible loss, income tax examination | € | € 272 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Calculation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ 26 | $ (145) | $ (175) | $ (214) |
Basic weighted-average common shares outstanding (in shares) | 364.8 | 362.2 | 364.1 | 361.5 |
Diluted effect of stock options and RSUs (in shares) | 2.3 | 0 | 0 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 367.1 | 362.2 | 364.1 | 361.5 |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.07 | $ (0.40) | $ (0.48) | $ (0.59) |
Diluted (in usd per share) | $ 0.07 | $ (0.40) | $ (0.48) | $ (0.59) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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) | 1,184 | 2,859 | 2,392 | |
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) | 16,308 | 15,372 | 17,613 | 13,771 |
Performance-Based RSUs | ||||
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) | 90 | 156 | 90 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Current accrued loss contingencies | $ 326 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and RICO Class Actions and Related Matters (Details) $ in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | ||||||
Jul. 20, 2021 USD ($) insured | Aug. 04, 2020 CAD ($) | Dec. 07, 2017 insurance_policy_period | Jun. 30, 2023 group case action | Dec. 31, 2015 case | May 22, 2023 defendant | Mar. 17, 2021 number_business | Feb. 15, 2019 entity | |
US Securities Litigation, Opt-Out Action | 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 | |||||||
Number of defendants fully dismissed | defendant | 0 | |||||||
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 | 4 | 1 | ||||||
Canadian Securities Litigation | Settled Litigation | Canada | Violation of Canadian Provincial Securities Legislation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Settlement, agreed to pay | $ | $ 94 | |||||||
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 | $ | $ 313 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) $ in Millions | 12 Months Ended | |
Jul. 26, 2021 USD ($) | Jul. 30, 2020 case | |
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) | 1 Months Ended | 6 Months Ended | |||||||
Aug. 03, 2023 defendant | Jul. 21, 2022 | Feb. 02, 2022 | Sep. 10, 2021 | Mar. 26, 2020 | Jan. 31, 2023 | Apr. 30, 2021 | Mar. 31, 2021 defendant proceeding | Jun. 30, 2023 defendant lawsuit | |
Norwich Pharmaceuticals Inc. Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stay of approval, period | 30 months | ||||||||
Taro Pharmaceuticals Inc. 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 | ||||||||
Aurobindo Pharma Limited Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stay of approval, period | 30 months | ||||||||
PreserVision® AREDS Patent Litigation | Bausch + Lomb | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of defendants | 19 | ||||||||
Number of proceedings | proceeding | 16 | ||||||||
PreserVision® AREDS Patent Litigation | Settled Litigation | Bausch + Lomb | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of defendants | 12 | ||||||||
PreserVision® AREDS Patent Litigation | Default Judgement | Bausch + Lomb | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of defendants | 2 | ||||||||
PreserVision® AREDS Patent Litigation | Pending Litigation | Bausch + Lomb | Subsequent Event | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of defendants | 2 | ||||||||
Lumify Paragraph I V Proceedings Slayback ANDA Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stay of approval, period | 30 months | ||||||||
Lumify Paragraph I V Proceedings Lupin ANDA Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Stay of approval, period | 30 months | ||||||||
Apotex Inc. Litigation | Canada | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of lawsuits pending | lawsuit | 1 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - case | 1 Months Ended | ||
Dec. 31, 2021 | Nov. 30, 2021 | Jun. 30, 2023 | |
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 | 26 | ||
Shower to Shower Product Liability Litigation | Pending Litigation, Agreed Stipulations of Dismissal Submitted | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 3 | ||
Shower to Shower Product Liability Litigation, Alleging Caused Ovarian Cancer, Mesothelioma or Breast Cancer | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 25 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Feb. 17, 2023 | Jan. 28, 2019 | Apr. 30, 2018 | |
California Proposition 65 Related Matter Litigation | |||
Loss Contingencies [Line Items] | |||
Stay of approval, motion to extend, period one | 60 days | ||
Stay of approval, motion to extend, period two | 7 days | ||
Litigation with Former Salix CEO | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 30 | ||
Doctors Allergy Formula, LLC Litigation | |||
Loss Contingencies [Line Items] | |||
Damages sought | $ 23 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Salix | Xifaxan Branded Products | Revenue from Contract with Customer, Segment Benchmark | Product Concentration Risk | |
Segment reporting information | |
Concentration risk percentage | 80% |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
May 10, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment reporting information | |||||
Revenues | $ 2,167 | $ 1,967 | $ 4,111 | $ 3,885 | |
Operating income | 412 | 161 | 587 | 446 | |
Amortization of intangible assets | (269) | (302) | (542) | (612) | |
Goodwill impairments | 0 | (83) | 0 | (83) | |
Asset impairments | (37) | (6) | (50) | (14) | |
Restructuring, integration, separation and IPO costs | (16) | (35) | (26) | (48) | |
Other income (expense), net | 83 | 0 | 60 | (2) | |
Interest income | 7 | 3 | 13 | 5 | |
Interest expense | (319) | (410) | (626) | (772) | |
Gain on extinguishment of debt | $ (63) | 0 | 113 | 0 | 113 |
Foreign exchange and other | (21) | 4 | (31) | (3) | |
Income (loss) before income taxes | 79 | (129) | (57) | (211) | |
Salix | |||||
Segment reporting information | |||||
Revenues | 557 | 501 | 1,053 | 965 | |
International | |||||
Segment reporting information | |||||
Revenues | 259 | 233 | 506 | 477 | |
Solta Medical | |||||
Segment reporting information | |||||
Revenues | 88 | 57 | 161 | 129 | |
Diversified | |||||
Segment reporting information | |||||
Revenues | 228 | 235 | 425 | 484 | |
Bausch + Lomb | |||||
Segment reporting information | |||||
Revenues | 1,035 | 941 | 1,966 | 1,830 | |
Operating Segment | |||||
Segment reporting information | |||||
Revenues | 2,167 | 1,967 | 4,111 | 3,885 | |
Operating income | 881 | 789 | 1,626 | 1,601 | |
Operating Segment | Salix | |||||
Segment reporting information | |||||
Revenues | 557 | 501 | 1,053 | 965 | |
Operating income | 386 | 354 | 700 | 676 | |
Operating Segment | International | |||||
Segment reporting information | |||||
Revenues | 259 | 233 | 506 | 477 | |
Operating income | 68 | 66 | 145 | 157 | |
Operating Segment | Solta Medical | |||||
Segment reporting information | |||||
Revenues | 88 | 57 | 161 | 129 | |
Operating income | 45 | 20 | 81 | 55 | |
Operating Segment | Diversified | |||||
Segment reporting information | |||||
Revenues | 228 | 235 | 425 | 484 | |
Operating income | 138 | 141 | 245 | 299 | |
Operating Segment | Bausch + Lomb | |||||
Segment reporting information | |||||
Revenues | 1,035 | 941 | 1,966 | 1,830 | |
Operating income | 244 | 208 | 455 | 414 | |
Corporate | |||||
Segment reporting information | |||||
Operating income | $ (230) | $ (202) | $ (481) | $ (396) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,167 | $ 1,967 | $ 4,111 | $ 3,885 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 946 | 878 | 1,769 | 1,712 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 496 | 450 | 975 | 908 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 461 | 401 | 855 | 777 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 243 | 215 | 469 | 438 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21 | 23 | 43 | 50 |
Salix | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 557 | 501 | 1,053 | 965 |
Salix | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 558 | 501 | 1,054 | 965 |
Salix | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Salix | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (1) | 0 | (1) | 0 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 259 | 233 | 506 | 477 |
International | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 60 | 67 | 117 | 125 |
International | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39 | 34 | 78 | 72 |
International | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 148 | 122 | 286 | 255 |
International | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12 | 10 | 25 | 25 |
Solta Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 88 | 57 | 161 | 129 |
Solta Medical | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Solta Medical | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 88 | 57 | 161 | 129 |
Solta Medical | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Solta Medical | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Solta Medical | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 228 | 235 | 425 | 484 |
Diversified | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 194 | 196 | 356 | 401 |
Diversified | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1 | 1 | 3 | 3 |
Diversified | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27 | 31 | 54 | 67 |
Diversified | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6 | 7 | 12 | 13 |
Bausch + Lomb | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,035 | 941 | 1,966 | 1,830 |
Bausch + Lomb | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 134 | 114 | 242 | 221 |
Bausch + Lomb | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 408 | 393 | 814 | 779 |
Bausch + Lomb | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 421 | 366 | 774 | 702 |
Bausch + Lomb | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 68 | 62 | 129 | 116 |
Bausch + Lomb | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4 | $ 6 | $ 7 | $ 12 |
SEGMENT INFORMATION - Narrati_2
SEGMENT INFORMATION - Narrative (Details) - product | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 47% | 48% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,167 | $ 1,967 | $ 4,111 | $ 3,885 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,269 | 1,190 | 2,380 | 2,305 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 114 | 74 | 202 | 177 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 92 | 88 | 176 | 166 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 75 | 63 | 150 | 139 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 75 | 69 | 144 | 130 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 63 | 58 | 120 | 115 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 48 | 50 | 98 | 101 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 42 | 35 | 85 | 80 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 30 | 29 | 60 | 57 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 36 | 38 | 70 | 63 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 25 | 23 | 47 | 44 |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 23 | 23 | 44 | 43 |
South Korea | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 23 | 20 | 45 | 39 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 252 | $ 207 | $ 490 | $ 426 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration Risk | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
AmerisourceBergen Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 18% | 16% |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 14% | 13% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 13% | 11% |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) | 1 Months Ended | ||
Jul. 31, 2023 | Aug. 03, 2023 | Jun. 30, 2023 | |
AR Credit Facility | Line of Credit | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Amount outstanding | $ 0 | ||
Subsequent Event | AR Credit Facility | Line of Credit | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Amount outstanding | $ 350,000,000 | ||
Subsequent Event | Johnson & Johnson Vision, Blink Product Line Acquisition | Bausch + Lomb | |||
Subsequent Event [Line Items] | |||
Payment to acquire business, asset acquisition | $ 107,000,000 |