Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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) | 367,102,862 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 595 | $ 947 |
Restricted cash | 28 | 15 |
Trade receivables, net | 2,102 | 1,998 |
Inventories, net | 1,612 | 1,544 |
Prepaid expenses and other current assets | 874 | 1,092 |
Total current assets | 5,211 | 5,596 |
Property, plant and equipment, net | 1,738 | 1,707 |
Intangible assets, net | 5,903 | 6,456 |
Goodwill | 11,127 | 11,183 |
Deferred tax assets, net | 2,187 | 2,101 |
Other non-current assets | 329 | 307 |
Total assets | 26,495 | 27,350 |
Current liabilities: | ||
Accounts payable | 579 | 719 |
Accrued and other current liabilities | 3,338 | 3,133 |
Current portion of long-term debt | 452 | 450 |
Total current liabilities | 4,369 | 4,302 |
Acquisition-related contingent consideration | 230 | 253 |
Non-current portion of long-term debt | 21,208 | 21,938 |
Deferred tax liabilities, net | 170 | 163 |
Other non-current liabilities | 745 | 776 |
Total liabilities | 26,722 | 27,432 |
Commitments and contingencies (Note 17) | ||
Deficit | ||
Common shares, no par value, unlimited shares authorized, 366,985,967 and 365,238,917 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 10,483 | 10,423 |
Additional paid-in capital | 181 | 214 |
Accumulated deficit | (9,832) | (9,778) |
Accumulated other comprehensive loss | (2,007) | (1,881) |
Total Bausch Health Companies Inc. shareholders’ deficit | (1,175) | (1,022) |
Noncontrolling interest | 948 | 940 |
Total deficit | (227) | (82) |
Total liabilities and deficit | $ 26,495 | $ 27,350 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 366,985,967 | 365,238,917 |
Common shares, outstanding (in shares) | 366,985,967 | 365,238,917 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Revenues | $ 2,403 | $ 2,167 | $ 4,556 | $ 4,111 |
Expenses | ||||
Selling, general and administrative | 832 | 711 | 1,626 | 1,436 |
Research and development | 156 | 156 | 307 | 299 |
Amortization of intangible assets | 270 | 269 | 544 | 542 |
Asset impairments | 5 | 37 | 6 | 50 |
Restructuring, integration and separation costs | 12 | 16 | 24 | 26 |
Other expense (income), net | 20 | (83) | 20 | (60) |
Total expenses | 2,014 | 1,755 | 3,886 | 3,524 |
Operating income | 389 | 412 | 670 | 587 |
Interest income | 8 | 7 | 17 | 13 |
Interest expense | (350) | (319) | (705) | (626) |
Gain on extinguishment of debt | 12 | 0 | 23 | 0 |
Foreign exchange and other | (11) | (21) | (26) | (31) |
Income (loss) before income taxes | 48 | 79 | (21) | (57) |
Provision for income taxes | (49) | (52) | (57) | (125) |
Net (loss) income | (1) | 27 | (78) | (182) |
Net loss (income) attributable to noncontrolling interest | 11 | (1) | 24 | 7 |
Net income (loss) attributable to Bausch Health Companies Inc. | $ 10 | $ 26 | $ (54) | $ (175) |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.03 | $ 0.07 | $ (0.15) | $ (0.48) |
Diluted (in usd per share) | $ 0.03 | $ 0.07 | $ (0.15) | $ (0.48) |
Weighted-average common shares | ||||
Basic (in shares) | 367.9 | 364.8 | 367.4 | 364.1 |
Diluted (in shares) | 370.2 | 367.1 | 367.4 | 364.1 |
Product sales | ||||
Revenues | ||||
Revenues | $ 2,379 | $ 2,146 | $ 4,508 | $ 4,068 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 708 | 640 | 1,336 | 1,212 |
Other revenues | ||||
Revenues | ||||
Revenues | 24 | 21 | 48 | 43 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 11 | $ 9 | $ 23 | $ 19 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (1) | $ 27 | $ (78) | $ (182) |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustment | (84) | 69 | (118) | 134 |
Other comprehensive (loss) income | (84) | 69 | (118) | 134 |
Comprehensive (loss) income | (85) | 96 | (196) | (48) |
Comprehensive loss attributable to noncontrolling interest | 5 | 17 | 16 | 27 |
Comprehensive (loss) income attributable to Bausch Health Companies Inc. | $ (80) | $ 113 | $ (180) | $ (21) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) 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, 2022 | 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 income (loss) | (182) | (175) | (175) | (7) | |||
Other comprehensive income (loss) | 134 | 154 | 154 | (20) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 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 income (loss) | 27 | 26 | 26 | 1 | |||
Other comprehensive income (loss) | 69 | 87 | 87 | (18) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 364,000,000 | ||||||
Ending Balance at Jun. 30, 2023 | $ 271 | (663) | $ 10,412 | 188 | (9,361) | (1,902) | 934 |
Beginning Balance (in shares) at Dec. 31, 2023 | 365,238,917 | 365,200,000 | |||||
Beginning Balance at Dec. 31, 2023 | $ (82) | (1,022) | $ 10,423 | 214 | (9,778) | (1,881) | 940 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 1,800,000 | ||||||
Common shares issued under share-based compensation plans | 0 | $ 60 | (60) | ||||
Share-based compensation | 69 | 69 | 69 | ||||
Employee withholding taxes related to share-based awards | (18) | (18) | (18) | ||||
Vesting of B+L equity compensation | 0 | (24) | (24) | 24 | |||
Net income (loss) | (78) | (54) | (54) | (24) | |||
Other comprehensive income (loss) | $ (118) | (126) | (126) | 8 | |||
Ending Balance (in shares) at Jun. 30, 2024 | 366,985,967 | 367,000,000 | |||||
Ending Balance at Jun. 30, 2024 | $ (227) | (1,175) | $ 10,483 | 181 | (9,832) | (2,007) | 948 |
Beginning Balance (in shares) at Mar. 31, 2024 | 366,700,000 | ||||||
Beginning Balance at Mar. 31, 2024 | (174) | (1,115) | $ 10,480 | 164 | (9,842) | (1,917) | 941 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 300,000 | ||||||
Common shares issued under share-based compensation plans | 0 | $ 3 | (3) | ||||
Share-based compensation | 36 | 36 | 36 | ||||
Employee withholding taxes related to share-based awards | (4) | (4) | (4) | ||||
Vesting of B+L equity compensation | 0 | (12) | (12) | 12 | |||
Net income (loss) | (1) | 10 | 10 | (11) | |||
Other comprehensive income (loss) | $ (84) | (90) | (90) | 6 | |||
Ending Balance (in shares) at Jun. 30, 2024 | 366,985,967 | 367,000,000 | |||||
Ending Balance at Jun. 30, 2024 | $ (227) | $ (1,175) | $ 10,483 | $ 181 | $ (9,832) | $ (2,007) | $ 948 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (78) | $ (182) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 638 | 634 |
Amortization and write-off of debt premiums, discounts and issuance costs | 28 | 23 |
Asset impairments | 6 | 50 |
Acquisition-related contingent consideration | (6) | 14 |
Allowances for losses on trade receivable and inventories | 32 | 32 |
Deferred income taxes | (101) | (30) |
Net (gain) loss on sale of assets | (5) | 1 |
Adjustments to accrued legal settlements | 27 | 0 |
Payments of accrued legal settlements | (4) | (2) |
Share-based compensation | 69 | 74 |
Gain excluded from hedge effectiveness | (6) | (6) |
Gain on extinguishment of debt | (23) | 0 |
Third party fees paid in connection with the 2022 Exchange | 0 | (2) |
Payments of contingent consideration adjustments, including accretion | (5) | (3) |
Amortization of interim contract and inventory step-up resulting from acquisitions | 40 | 0 |
Foreign exchange and other | (18) | 21 |
Changes in operating assets and liabilities: | ||
Trade receivables | (135) | 55 |
Inventories | (176) | (160) |
Prepaid expenses and other current assets | 119 | (54) |
Accounts payable, accrued and other liabilities | 189 | (105) |
Net cash provided by operating activities | 591 | 360 |
Cash Flows From Investing Activities | ||
Acquisitions and other investments | 0 | (31) |
Purchases of property, plant and equipment | (160) | (75) |
Acquisition of intangible assets and other assets | (2) | (7) |
Purchases of marketable securities | (5) | (11) |
Proceeds from sale of marketable securities | 7 | 9 |
Proceeds from sale of assets and businesses, net of costs to sell | 2 | 1 |
Interest settlements from cross-currency swaps | 6 | 6 |
Net cash used in investing activities | (152) | (108) |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 155 | 455 |
Repayments of long-term debt | (885) | (690) |
Payments of employee withholding taxes related to share-based awards | (18) | (15) |
Payments of acquisition-related contingent consideration | (12) | (11) |
Payments of financing costs | (4) | (1) |
Net cash used in financing activities | (764) | (262) |
Effect of exchange rate changes on cash, cash equivalents and other | (14) | 7 |
Net decrease in cash, cash equivalents, restricted cash and other settlement deposits | (339) | (3) |
Cash, cash equivalents, restricted cash and other settlement deposits, beginning of period | 962 | 591 |
Cash, cash equivalents and restricted cash, end of period | 623 | 588 |
Cash and cash equivalents | 595 | 579 |
Restricted cash | 28 | 9 |
Cash, cash equivalents and restricted cash, end of period | $ 623 | $ 588 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
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 88% 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 90 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 22, 2024. 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, 2023. 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 businesses into an independent publicly traded entity, Bausch + Lomb, from the remainder of Bausch Health Companies Inc. (the “B+L Separation”). In May 2022, a wholly owned subsidiary of Bausch Health sold common shares of B+L pursuant to an initial public offering of Bausch + Lomb (the “B+L IPO”). Following the B+L IPO, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88% of B+L’s outstanding common shares as of June 30, 2024. The completion of the full B+L Separation, which includes the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders (the “Distribution”), 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 Xifaxan ® Generics Litigation (see “Xifaxan ® Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS”). The B+L IPO established two separate companies that include: (i) a diversified pharmaceutical company comprised of the Salix, International, Diversified (neurology, dermatology, generic and dentistry pharmaceutical products), 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. New Accounting Standards There were no new accounting standards adopted during the six months ended June 30, 2024. Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies certain other income tax-related disclosures. The enhanced income tax related disclosures required by ASU 2023-09 are effective for the Company beginning with its 2025 annual report. Early adoption is permitted. The Company is evaluating the impact of adoption of this guidance on its disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments in ASU 2023-07 are effective for the Company beginning with its 2024 annual report, and its interim periods beginning in 2025. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023. Six Months Ended June 30, 2024 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2024 $ 191 $ 380 $ 1,108 $ 216 $ 44 $ 1,939 Current period provisions 325 89 1,802 1,002 147 3,365 Payments and credits (339) (79) (1,607) (1,039) (108) (3,172) Reserve balances, June 30, 2024 $ 177 $ 390 $ 1,303 $ 179 $ 83 $ 2,132 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $43 million and $39 million as of June 30, 2024 and January 1, 2024, 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, 2024. 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. 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, 2024 and 2023 is as follows. (in millions) 2024 2023 Balance, beginning of period $ 34 $ 33 Provision for expected credit losses 3 2 Write-offs charged against the allowance (1) (2) Recoveries of amounts previously written off — 3 Foreign exchange and other (2) (3) Balance, end of period $ 34 $ 33 |
LICENSING AGREEMENTS AND ACQUIS
LICENSING AGREEMENTS AND ACQUISITIONS | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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. Bausch + Lomb 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 (the “Acquisition Agreement”) with Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) and, solely for purposes of guaranteeing certain obligations of the acquiring entity under the Acquisition Agreement, Bausch + Lomb, to acquire XIIDRA ® (lifitegrast ophthalmic solution) and certain other ophthalmology assets (the “XIIDRA Acquisition”). On September 29, 2023, under the terms of the Acquisition Agreement, Bausch + Lomb, through its affiliate, consummated the XIIDRA Acquisition for: (i) an upfront cash payment of $1,750 million, (ii) the assumption of certain pre-existing milestone payments and (iii) potential future milestone obligations. As of the acquisition date, Bausch + Lomb recognized contingent consideration liabilities of $34 million, in the aggregate, related to assumed pre-existing milestones and potential future milestones. The Company reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value. See Note 6, “FAIR VALUE MEASUREMENTS” for additional information regarding the fair value assessment of the acquisition-related contingent consideration liabilities. The XIIDRA Acquisition complements Bausch + Lomb’s existing dry eye franchise that includes eye and contact lens drops from Bausch + Lomb’s consumer brand franchises and novel treatments within its pharmaceutical business such as MIEBO ® (perfluorohexyloctane ophthalmic solution). The XIIDRA Acquisition has been accounted for as a business combination under the acquisition method of accounting. The assets acquired and liabilities assumed are included within Bausch + Lomb’s Pharmaceuticals business. As of the acquisition date, Bausch + Lomb allocated the aggregate purchase consideration of $1,753 million based on estimated fair values, which included recording $1,600 million of identifiable intangible assets, $130 million of other net assets, and $23 million of goodwill. See Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS” in the Annual Report for additional information regarding the XIIDRA Acquisition, including further details regarding the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed as part of the XIIDRA Acquisition has not been finalized as of June 30, 2024. The areas that could be subject to change primarily relate to income tax matters. Bausch + Lomb will finalize these amounts no later than one year from the acquisition date. Acquisition of Blink ® Product Line On July 6, 2023, Bausch + Lomb announced that it had consummated a transaction with Johnson & Johnson Vision, pursuant to which Bausch + Lomb, through an affiliate, acquired the Blink ® product line of eye and contact lens drops, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops and Blink-N-Clean ® Lens Drops. This acquisition was made by Bausch + Lomb to continue to grow its global over-the-counter business. Under the terms of the purchase agreement, Bausch + Lomb, through an affiliate, acquired the Blink ® product line of eye and contact lens drops for an upfront cash payment of $107 million, which was paid on the closing of the transaction. Bausch + Lomb accounted for the transaction as an asset acquisition. The acquired assets are included within Bausch + Lomb’s Vision Care business. See Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS” in the Annual Report for additional information regarding the acquisition of the Blink ® product line. 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 paid during the 18 months following the date of the transaction. 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 approximately $5 million. |
RESTRUCTURING, INTEGRATION AND
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS | RESTRUCTURING, INTEGRATION AND SEPARATION COSTS Restructuring and Integration Costs The Company evaluates opportunities to improve its operating results and 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 $23 million and $25 million of restructuring and integration costs during the six months ended June 30, 2024 and 2023, respectively. Separation Costs and Separation-related Costs The Company has incurred, and will incur costs associated with activities relating to the B+L Separation. These B+L Separation activities include separating the Bausch + Lomb business from the remainder of the Company. Separation costs are incremental costs directly related to the B+L Separation and include, but are not limited to legal, audit and advisory fees. Separation costs included in Restructuring, integration and separation costs for each of the six months ended June 30, 2024 and 2023 are not material. The Company has incurred, and will continue to incur, incremental costs with respect to the B+L Separation. These separation-related costs include, but are not limited to rebranding costs and costs associated with facility relocation and/or modification. Included in Selling, general and administrative expenses for the six months ended June 30, 2024 and 2023 are separation-related costs of $8 million and $13 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, 2024 | |
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, 2024 December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 83 $ 77 $ 6 $ — $ 425 $ 417 $ 8 $ — Restricted cash $ 28 $ 28 $ — $ — $ 15 $ 15 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 3 $ — $ 3 $ — Liabilities: Acquisition-related contingent consideration $ 269 $ — $ — $ 269 $ 292 $ — $ — $ 292 Cross-currency swaps $ 58 $ — $ 58 $ — $ 84 $ — $ 84 $ — Foreign currency exchange contracts $ 2 $ — $ 2 $ — $ 6 $ — $ 6 $ — 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, 2024 includes $302 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 is 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, 2024. Cross-currency Swaps In 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 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, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Other non-current liabilities $ (64) $ (90) Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ (58) $ (84) The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Loss and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) recognized in Other comprehensive loss $ 6 $ (17) $ 26 $ (23) Gain excluded from assessment of hedge effectiveness $ 3 $ 3 $ 6 $ 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, 2024 and 2023. During each of the six months ended June 30, 2024 and 2023, the Company received $6 million 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, 2024, the Company’s outstanding foreign currency exchange contracts had an aggregate notional amount of $634 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, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (2) $ (6) Prepaid expenses and other current assets $ 1 $ 3 Net fair value $ (1) $ (3) 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, 2024 and 2023: Three Months Ended June 30, Six Months Ended (in millions) 2024 2023 2024 2023 (Loss) gain related to changes in fair value $ (2) $ 1 $ 1 $ 2 Gain related to settlements $ — $ 8 $ 2 $ 4 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, 2024, 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, 2024. 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, 2024 and 2023: June 30, (in millions) 2024 2023 Balance, beginning of period $ 292 $ 241 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 10 $ 9 Fair value adjustments due to changes in estimates of other future payments (16) 6 Acquisition-related contingent consideration (6) 15 Additions — 5 Payments/Settlements (17) (14) Foreign currency translation adjustment included in Other comprehensive loss — 1 Balance, end of period 269 248 Current portion included in Accrued and other current liabilities 39 50 Non-current portion included in Other non-current liabilities $ 230 $ 198 Fair Value of Long-term Debt |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 543 $ 509 Work in process 104 124 Finished goods 965 911 $ 1,612 $ 1,544 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 22,530 $ (18,691) $ 3,839 $ 22,579 $ (18,243) $ 4,336 Corporate brands 979 (667) 312 985 (633) 352 Product rights/patents 3,317 (3,280) 37 3,323 (3,270) 53 Partner relationships 159 (159) — 161 (161) — Technology and other 213 (201) 12 214 (202) 12 Total finite-lived intangible assets 27,198 (22,998) 4,200 27,262 (22,509) 4,753 Acquired IPR&D 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 28,901 $ (22,998) $ 5,903 $ 28,965 $ (22,509) $ 6,456 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, 2024 were $5 million and $6 million, respectively, and primarily related to the discontinuance of a certain product brand. 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. Xifaxan ® intangible assets included in the unaudited Condensed Consolidated Balance Sheets had a carrying value of $1,885 million and an estimated remaining useful life of 42 months as of June 30, 2024. On August 10, 2022, the U.S. District Court for the District of Delaware held that the U.S. Patents protecting the use of Xifaxan ® for the reduction in risk of hepatic encephalopathy (“HE”) recurrence were valid and infringed and 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”). The Norwich Legal Decision prohibited the FDA from approving the Norwich First ANDA (as defined in “The Norwich I Xifaxan Litigation” in Note 17, “LEGAL PROCEEDINGS”) until October 2029. On April 11, 2024, the U.S. Court of Appeals for the Federal Circuit issued an opinion affirming the Norwich Legal Decision and the District Court’s denial of Norwich’s motion requesting modification of the Norwich Legal Decision (the “Norwich Appeal Decision”). Under the Norwich Appeal Decision, the FDA remains enjoined from approving the Norwich First ANDA until October 2029. See “Xifaxan ® Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS” for details of this litigation matter and the Xifaxan ® Generics Litigation. The Xifaxan ® intangible assets were last assessed for potential impairment during the third quarter of 2022. This assessment resulted in no impairment of the carrying value of the Xifaxan ® finite-lived intangible assets as of September 30, 2022. As part of that assessment, the Company also determined that no change to the remaining useful lives of its Xifaxan ® finite-lived intangible assets was required. During the period September 30, 2022 through June 30, 2024 there were no material adverse 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, 2024. Although the FDA remains enjoined from approving the Norwich First ANDA until October 2029, it is possible that the Xifaxan ® Generics Litigation 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 2024 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2024 2025 2026 2027 2028 2029 Thereafter Total Amortization $ 528 $ 991 $ 869 $ 831 $ 234 $ 215 $ 532 $ 4,200 Goodwill The changes in the carrying amounts of goodwill during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: (in millions) Bausch + Lomb Salix International Solta Medical Diversified Total Balance, January 1, 2023 $ 5,246 $ 3,159 $ 789 $ 115 $ 2,238 $ 11,547 Additions 31 — — — — 31 Impairment — — — — (493) (493) Foreign exchange and other 37 — 73 — (12) 98 Balance, December 31, 2023 5,314 3,159 862 115 1,733 11,183 Foreign exchange and other (37) — (30) — 11 (56) Balance, June 30, 2024 $ 5,277 $ 3,159 $ 832 $ 115 $ 1,744 $ 11,127 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. 2023 Interim Assessment Dermatology Through the nine months ended September 30, 2023, the Dermatology reporting unit performed largely in line with the forecast used in its last quantitative fair value test (September 30, 2022). During the third quarter of 2023, as a result of lower realized pricing attributable to shifts in the coverage mix for certain products, discontinuation of certain products as a result of the impact of recent legislation, and revised expectations of future selling, advertising, and promotion costs required to mitigate further revenue erosion, the Company’s preliminary assessment of future business performance indicated that the reporting unit’s future financial results were expected to be below the assumptions used in the last quantitative fair value test. After considering the limited headroom as a result of the impairment to goodwill of the Dermatology reporting unit when last tested (September 30, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three months ended September 30, 2023, suggested that 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 2023 which reflected current market conditions and current trends in business performance. The quantitative fair value test utilized a long-term growth rate of 0.0% and a discount rate of 10.75%. Based on the quantitative fair value test, the carrying value of the Dermatology reporting unit exceeded its fair value at September 30, 2023, and the Company recognized a goodwill impairment of $151 million for the three months ended September 30, 2023. As of September 30, 2023 and June 30, 2024, the Dermatology reporting unit had remaining goodwill of $329 million. Neurology Through the nine months ended September 30, 2023, the Neurology reporting unit performed largely in line with the forecast used in its last quantitative fair value test (October 1, 2022). During the third quarter of 2023, as a result of actions taken by management in response to changing market dynamics driven by recent legislation, changes to the future expected commercial insurance coverage for certain key products, and a projected shift in the channels of business, the Company’s preliminary assessment of future business performance indicated that the reporting unit’s future financial results were expected to be below the assumptions used in the last quantitative fair value test. After considering the limited headroom as a result of the impairment to goodwill of the Neurology reporting unit when last tested (October 1, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three months ended September 30, 2023, suggested that the fair value of the Neurology 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 for the Neurology reporting unit utilized the most recent cash flow projections for the Neurology reporting unit as revised in the third quarter of 2023 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 10.50%. Based on the quantitative fair value test, the carrying value of the Neurology reporting unit exceeded its fair value at September 30, 2023, and the Company recognized a goodwill impairment of $251 million for the three months ended September 30, 2023. As of September 30, 2023 and June 30, 2024, the Neurology reporting unit had remaining goodwill of $1,192 million and $1,188 million, respectively. 2023 Annual Impairment Test The Company’s annual goodwill impairment test as of October 1, 2023, included performing separate quantitative fair value tests for the International reporting unit, the Generics reporting unit of the Diversified segment 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, 2023, by first assessing qualitative factors. Based on its qualitative assessment as of October 1, 2023, 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. Generics The Generics reporting unit operates in the United States, where shifting market dynamics have led to increased competition with respect to generic pharmaceuticals which impacts both pricing and potential market share. The Company expects these dynamics to intensify in the future, and as such has revised its long-term forecasts, including for the sale of Company branded products when they reach loss of exclusivity in the future to reflect these developments. The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2023 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of 1.0% and a discount rate of 10.25% in the estimation of the reporting unit’s fair value. Based on the quantitative fair value test, the carrying value of the Generics reporting unit exceeded its fair value as of October 1, 2023, and the Company recognized a goodwill impairment of $91 million. As of December 31, 2023 and June 30, 2024, the Generics reporting unit had remaining goodwill of $227 million. December 31, 2023 During the period October 1, 2023 through December 31, 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 Generics 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. 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 those charges could be material. 2024 Interim Assessment During the six months ended June 30, 2024, 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 Generics 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. 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, 2024 were $5,497 million. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2024 | |
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 $ 1,260 $ 1,069 Product returns 390 380 Legal matters and related fees 366 344 Employee compensation and benefit costs 315 360 Interest 224 236 Income taxes payable 78 47 Other 705 697 $ 3,338 $ 3,133 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 (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 $ — $ — $ — $ — February 2027 Term Loan B Facility February 2027 2,250 2,223 2,312 2,279 AR Credit Facility January 2028 300 300 350 350 B+L Credit Facilities B+L Revolving Credit Facility May 2027 350 350 275 275 B+L May 2027 Term Loan B Facility May 2027 2,450 2,419 2,462 2,426 B+L September 2028 Term Loan B Facility September 2028 496 486 499 487 Senior Secured Notes: 5.50% Secured Notes November 2025 1,680 1,676 1,680 1,675 6.125% Secured Notes February 2027 1,000 992 1,000 990 5.75% Secured Notes August 2027 500 497 500 497 4.875% Secured Notes June 2028 1,600 1,588 1,600 1,586 11.00% First Lien Secured Notes September 2028 1,774 2,568 1,774 2,654 14.00% Second Lien Secured Notes October 2030 352 644 352 666 B+L Senior Secured Notes: B+L 8.375% Secured Notes October 2028 1,400 1,380 1,400 1,377 9.00% Intermediate Holdco Secured Notes January 2028 999 1,318 999 1,358 Senior Unsecured Notes: 9.00% December 2025 535 533 955 950 9.25% April 2026 602 600 737 734 8.50% January 2027 643 643 643 644 7.00% January 2028 171 171 171 170 5.00% January 2028 433 431 433 430 6.25% February 2029 821 815 821 814 5.00% February 2029 452 448 452 448 7.25% May 2029 336 334 337 334 5.25% January 2030 779 773 779 773 5.25% February 2031 463 459 463 459 Other Various 12 12 12 12 Total long-term debt and other $ 20,398 21,660 $ 21,006 22,388 Less: Current portion of long-term debt 452 450 Non-current portion of long-term debt and other $ 21,208 $ 21,938 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, 2024, the amount available for restricted payments under the “builder basket” in the Company’s most restrictive indentures (as defined by those indentures) was approximately $10,400 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, 2024, 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. 2022 Exchange On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “2022 Exchange”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $5,594 million (collectively, the “Existing Unsecured Senior Notes”) for $3,125 million (the “2022 Secured Notes”) in aggregate principal balance of newly issued secured notes, a reduction of outstanding principal of $2,469 million. The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60. As a result of the application of this accounting, the difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet. As of June 30, 2024, the remaining premium on the 2022 Secured Notes was $1,405 million, which is being reduced as contractual interest payments are made on the 2022 Secured Notes. During the six months ended June 30, 2024 and 2023, the Company made contractual interest payments of $167 million and $155 million, respectively, related to the 2022 Secured Notes, of which $147 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, 2024, the Company had no outstanding borrowings and had $23 million of issued and outstanding letters of credit on the 2027 Revolving Credit Facility. On June 28, 2024, the Company entered into a suspension of rights agreement (the “Suspension of Rights Agreement”) with respect to the 2022 Amended Credit Agreement, pursuant to which Canadian Dollar Offered Rate (“CDOR”) loans ceased to be available from June 28, 2024 until such date as the parties enter into a customary amendment of the 2022 Amendment Credit Agreement (a “CDOR Replacement Amendment”) to replace the CDOR with the replacement benchmark applicable to Canadian dollar-denominated loans. 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 will bear interest at a rate per annum equal to, either: (a) a Canadian dollar prime rate or (b) when available pursuant to the Suspension of Rights Agreement and the effectiveness of a CDOR Replacement Amendment, a rate to be agreed by the parties 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 borrowings (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 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, 2024, the remaining mandatory quarterly amortization payments for the 2027 Term Loan B Facility were $313 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 provided that Bausch + Lomb was initially 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 permitted 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 was continuing or would result from such designation and the total leverage ratio of Remainco (as defined in the 2022 Amended Credit Agreement) would 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 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. As of June 30, 2024, 1261229 B.C. Ltd., directly or indirectly, held approximately 88% of the issued and outstanding shares of Bausch + Lomb. Accounts Receivable Credit Facility On June 30, 2023, certain subsidiaries of the Company entered into a Credit and Security Agreement (as amended, 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, 2024, there were $300 million of outstanding borrowings under the AR Credit Facility at an all-in interest rate of 11.98%. 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”). Prior to the September 2023 Credit Facility Amendment (as defined below), the Credit Agreement provided for a term loan of $2,500 million with a five-year term to maturity (the “B+L May 2027 Term Loan B Facility”) and a five-year revolving credit facility of $500 million (the “B+L Revolving Credit Facility”). On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility. This incremental term loan facility was entered into in the form of an incremental amendment (the “September 2023 Credit Facility Amendment”) to Bausch + Lomb’s existing Credit Agreement (the Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “B+L Amended Credit Agreement”) and consisted of borrowings of $500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”) and, together with the B+L May 2027 Term Loan B Facility and the B+L Revolving Credit Facility, the “B+L Senior Secured Credit Facilities”). A portion of the proceeds from the B+L September 2028 Term Loan B Facility and B+L October 2028 Secured Notes (as defined below) were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS”) and related acquisition and financing costs. On April 19, 2024, Bausch + Lomb entered into a suspension of rights agreement (the “B+L Suspension of Rights Agreement”) with respect to the B+L Credit Agreement, pursuant to which Canadian dollar-denominated loans ceased to be available from June 28, 2024, until such date as the parties enter into a customary amendment of the B+L Credit Agreement (a “B+L CDOR Replacement Amendment”) to replace the Canadian Dollar Offered Rate with the replacement benchmark applicable to Canadian dollar-denominated loans. The B+L Senior Secured 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 B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility are denominated in U.S. dollars, and borrowings under the B+L Revolving Credit Facility may be made available in U.S. dollars, euros, pounds sterling (and, subject to effectiveness of a CDOR Replacement Amendment, Canadian dollars). As of June 30, 2024, the B+L Revolving Credit Facility had $350 million of outstanding borrowings, $29 million of issued and outstanding letters of credit and $121 million of remaining availability. 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, when available pursuant to the B+L Suspension of Rights Agreement and the effectiveness of a B+L CDOR Replacement Amendment, will bear interest at a rate to be agreed between the parties, (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, EURIBOR and SONIA shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall be no less than 1.00% per annum at any time), in each case, plus an applicable margin. Term SOFR-based borrowings under the Revolving Credit Facility 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 borrowings and between 1.75% to 2.75% with respect to SOFR, EURIBOR or SONIA 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 May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility have been repaid in full in cash (the “IG Trigger”), between 0.015% to 0.475% with respect to U.S. dollar base rate borrowings and between 1.015% to 1.475% with respect to SOFR, EURIBOR or SONIA borrowings based on Bausch + Lomb’s debt rating. The stated rate of interest for borrowings under the Revolving Credit Facility at June 30, 2024 ranges from 8.18% to 8.19% per annum. 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, thereafter, 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 May 2027 Term Loan B 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 B+L May 2027 Term Loan B Facility at June 30, 2024 was 8.69% per annum. Borrowings under the B+L September 2028 Term Loan B 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 4.00%, or (ii) a U.S. dollar base rate, plus an applicable margin of 3.00% (provided, however, that the term SOFR-based rate shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall not be lower than 1.00% per annum at any time). Term SOFR-based borrowings under the B+L September 2028 Term Facility are not subject to any credit spread adjustment. The stated rate of interest under the B+L September 2028 Term Loan B Facility as of June 30, 2024 was 9.34% per annum. Subject to certain exceptions and customary baskets set forth in the B+L Amended Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B 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 Amended Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the B+L 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, 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 May 2027 Term Loan B Facility is 1.00% per annum, or $25 million, payable in quarterly installments. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2024, the remaining mandatory quarterly amortization payments for the B+L May 2027 Term Loan B Facility were $69 million through March 2027, with the remaining term loan balance being due in May 2027. The amortization rate for the B+L September 2028 Term Loan B Facility is 1.00% per annum, or $5 million, payable in quarterly installments. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2024, the remaining mandatory quarterly amortization payments for the B+L September 2028 Term Loan B Facility were $20 million through June 2028, with the remaining term loan balance being due in September 2028. 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. B+L 8.375% Senior Secured Notes due 2028 - September 2023 Financing On September 29, 2023, Bausch + Lomb issued $1,400 million aggregate principal amount of 8.375% Senior Secured Notes due October 2028 (the “B+L October 2028 Secured Notes”). A portion of the proceeds from the B+L October 2028 Secured Notes, along with the proceeds of September 2028 Term Loan B Facility, were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS”) and related acquisition and financing costs. The B+L October 2028 Secured Notes accrue interest at a rate of 8.375% per year, payable semi-annually in arrears on each April 1 and October 1, which commenced on April 1, 2024. The B+L October 2028 Secured Notes are guaranteed by each of Bausch + Lomb’s subsidiaries that is a guarantor under the B+L Amended Credit Agreement (the “Note Guarantors”). The B+L October 2028 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 Bausch + Lomb’s obligations under the B+L Amended Credit Agreement under the terms of the indentures governing the B+L October 2028 Secured Notes. The B+L October 2028 Secured Notes and the guarantees related thereto rank equally in right of repayment with all of Bausch + Lomb’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to Bausch + Lomb’s and Note Guarantors’ respective future subordinated indebtedness. The Senior Secured Notes and the guarantees related thereto are effectively pari passu with Bausch + Lomb’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the B+L October 2028 Secured Notes and effectively senior to Bausch + Lomb’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the B+L October 2028 Secured Notes are structurally subordinated to: (i) all liabilities of any of Bausch + Lomb’s subsidiaries that do not guarantee the B+L Senior Secured Notes and (ii) any of Bausch + Lomb’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 B+L October 2028 Secured Notes), unless Bausch + Lomb has exercised its right to redeem all of the notes of a series, holders of the B+L October 2028 Secured Notes may require Bausch + Lomb to repurchase such holders’ notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase. The B+L October 2028 Secured Notes are redeemable at the option of Bausch + Lomb, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture. Prior to October 1, 2025, Bausch + Lomb may redeem the B+L October 2028 Secured Notes in whole or in part at a redemption price equal to the principal amount of the Notes redeemed plus a make-whole premium. Prior to October 1, 2025, Bausch + Lomb may, on any one or more occasions redeem up to 40% of the aggregate principal amount of the October 2028 Secured Notes at a redemption price of 108.375% of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption with the proceeds of one or more eq |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2024 | |
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 2014 Plan was amended and restated effective April 30, 2018, April 28, 2020, June 21, 2022 and May 16, 2023 to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan. Effective May 14, 2024, 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 20,000,000 common shares. Approximately 31,250,000 common shares were available for future grants as of June 30, 2024. 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 (“TSR”) over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs. Performance-based RSUs are comprised of awards that vest upon the attainment of certain targets that are based on the Company’s adjusted operating cash flow (“Adjusted Operating Cash Flow”) with a TSR modifier. 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 (as amended and restated by the 2023 Plan Amendment) (the “B+L Plan”) and as further amended and restated by the 2024 Plan Amendment (as described below). 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”). In May 2024, Bausch + Lomb’s shareholders approved a further amendment and restatement of the B+L Plan to increase the number of shares authorized for issuance thereunder by an additional 14,000,000 common shares, resulting in an aggregate 52,000,000 common shares of Bausch + Lomb authorized for issuance under the Plan (the “B+L 2024 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 21,000,000 Bausch + Lomb common shares were available for future grants as of June 30, 2024. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. The Talent and Compensation Committee of the B+L Board of Directors approved a Performance Share Unit (“PSU”) award for a limited number of key B+L senior leaders (the “B+L Executives”), effective as of February 28, 2024, including each of B+L’s current named executive officers (the “OPG PSU”). This OPG PSU award is designed to reward the B+L Executives for achieving significant outperformance of performance goals that Bausch + Lomb believes would ultimately deliver substantial value to shareholders if achieved. The OPG PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) a relative TSR metric for B+L measured over the three-year period ending December 31, 2026. In the event that Bausch + Lomb’s absolute TSR during such period is negative, then the maximum payout of the OPG PSU award will be capped at 50%. Any OPG PSUs that are earned will vest on February 28, 2027, subject generally to the B+L Executive’s continued employment through such date, except in limited circumstances set forth in the applicable award agreement. During July 2024, the Talent and Compensation Committee of the B+L Board of Directors approved certain amendments to: (i) the TSR performance metric of certain PSU awards, including the previously granted OPG PSU and (ii) the time-based vesting conditions of awards previously granted to certain eligible recipients in connection with the B+L IPO. As these amendments were approved during July 2024, Bausch + Lomb is still finalizing the impact on its Condensed Consolidated Financial Statements. Bausch Health will record the impact of these modifications in the quarter ended September 30, 2024. The fair value of the OPG PSUs was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. Expense recognized for the OPG PSUs in each reporting period reflects the latest probability of the Company achieving certain revenue targets in determining the number of PSUs that are expected to vest. If the OPG PSUs do not ultimately vest due to the revenue targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. 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, 2024 and 2023: Three Months Ended June 30, Six Months Ended (in millions) 2024 2023 2024 2023 Stock options $ 3 $ 4 $ 6 $ 10 RSUs 33 29 63 64 $ 36 $ 33 $ 69 $ 74 Research and development expenses $ 2 $ 2 $ 5 $ 5 Selling, general and administrative expenses 34 31 64 69 $ 36 $ 33 $ 69 $ 74 Share-based awards granted for the six months ended June 30, 2024 and 2023 consist of: Six Months Ended 2024 2023 Bausch Health Share-Based Awards Stock options Granted — 999,000 Weighted-average exercise price $ — $ 9.25 Weighted-average grant date fair value $ — $ 4.87 Time-based RSUs Granted 4,626,000 4,667,000 Weighted-average grant date fair value $ 9.20 $ 9.06 Adjusted Operating Cash Flow performance-based RSUs Granted 1,232,000 647,000 Weighted-average grant date fair value $ 9.89 $ 10.57 Bausch+ Lomb Share-Based Awards Stock options Granted 1,317,000 3,130,000 Weighted-average exercise price $ 16.85 $ 18.16 Weighted-average grant date fair value $ 4.92 $ 5.40 RSUs Granted 3,322,000 2,888,000 Weighted-average grant date fair value $ 16.74 $ 17.97 TSR performance-based RSUs Granted 826,000 1,175,000 Weighted-average grant date fair value $ 21.21 $ 27.65 Organic Revenue Growth PSUs Granted 379,000 142,000 Weighted-average grant date fair value $ 16.08 $ 17.96 OPG PSUs Granted 1,758,000 — Weighted-average grant date fair value $ 17.04 $ — As of June 30, 2024, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the Company’s 2014 Plan and the B+L Plan amounted to $236 million, which will be amortized over a weighted-average period of 2.04 years. As of June 30, 2024, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the B+L Plan amounted to $161 million, which will be amortized over a weighted-average period of 2.17 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2024 | |
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 $ (1,988) $ (1,863) Pension adjustment, net of tax (19) (18) $ (2,007) $ (1,881) 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, 2024 | |
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 June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Product related research and development $ 153 $ 148 $ 299 $ 284 Quality assurance 3 8 8 15 $ 156 $ 156 $ 307 $ 299 |
OTHER EXPENSE (INCOME), NET
OTHER EXPENSE (INCOME), NET | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE (INCOME), NET | OTHER EXPENSE (INCOME), NET Other expense (income), net consists of: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Litigation and other matters $ 21 $ (71) $ 27 $ (79) Acquisition-related contingent consideration (4) (17) (6) 14 (Gain) Loss on sale of assets, net (1) 1 (5) 1 Acquisition-related transaction costs 1 3 1 3 Other, net 3 1 3 1 $ 20 $ (83) $ 20 $ (60) For the three and six months ended June 30, 2024, Litigation and other matters primarily relates to provisions for certain legal matters. For the three and six months ended June 30, 2023, Litigation and other matters primarily related to insurance recoveries regarding certain litigation matters. Acquisition-related contingent consideration for the three and six months ended June 30, 2024 and 2023 reflects adjustments for changes in estimates in the timing and amounts of the future royalty and milestone payments related to certain branded products. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 was $57 million and included: (i) $68 million of income tax provision for the Company’s ordinary loss for the six months ended June 30, 2024 and (ii) $11 million of net income tax benefit for discrete items, which includes $12 million of net income tax benefit related to uncertain tax positions. 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. 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 $2,416 million and $2,254 million as of June 30, 2024 and December 31, 2023, respectively. The Company will continue to assess the need for valuation allowances on an ongoing basis. As of June 30, 2024 and December 31, 2023, the Company had $881 million and $918 million, respectively, of unrecognized tax benefits, which included $54 million and $51 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of June 30, 2024, $410 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, 2024 could decrease by approximately $27 million in the next 12 months as a result of the resolution of certain tax audits and other events. The Company has included the estimated impact of the OECD’s Inclusive Framework (Pillar 2), as currently adopted, in its tax provision beginning in 2024. While the estimated impact is not material, it is possible that the further implementation of the Inclusive Framework could have a material effect on the liability for corporate taxes or the consolidated tax rate in the future. The Company continues to be under examination by the Canada Revenue Agency (“CRA”). In the first quarter of 2024, the Company finalized a settlement related to prior year withholding tax returns which was paid in the second quarter of 2024. 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 “2017 Capital Loss”). 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 June 30, 2024. If the Company were ultimately unsuccessful in defending its position, and all or a substantial portion of the deduction for the 2017 Capital Loss 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 has reached a tentative settlement regarding the 2017 Capital Loss. This tentative settlement is subject to further review and approvals before it is finalized. The Company expects that the tentative settlement, if finalized without further modification, will affect the Company’s 2024 income tax provision, and while such settlement may be material to the Company’s results of operations or cash flows in the quarter in which it is recorded, will not be material to its results of operations or cash flows for the year ending December 31, 2024. The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through 2023. The Company’s subsidiaries in Germany are under audit for tax years 2017 through 2019. During the three months ended September 30, 2023, the Company received a preliminary assessment from the German taxing authority that would disallow certain transfer pricing adjustments. In June 2024, the Company reached a settlement with the German taxing authority resolving all open income tax issues for tax years 2014 through 2016 which resulted in an immaterial tax provision. The audit for tax years 2017 through 2019 is still ongoing. 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, 2024 | |
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 June 30, Six Months Ended June 30, (in millions, except per share amounts) 2024 2023 2024 2023 Net income (loss) attributable to Bausch Health Companies Inc. $ 10 $ 26 $ (54) $ (175) Basic weighted-average common shares outstanding 367.9 364.8 367.4 364.1 Diluted effect of stock options and RSUs 2.3 2.3 — — Diluted weighted-average common shares outstanding $ 370.2 $ 367.1 $ 367.4 $ 364.1 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.03 $ 0.07 $ (0.15) $ (0.48) Diluted $ 0.03 $ 0.07 $ (0.15) $ (0.48) During the six months ended June 30, 2024 and 2023, 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 2,862,000 and 2,859,000 common shares for the six months ended June 30, 2024 and 2023, respectively. During the three and six months ended June 30, 2024, time-based RSUs, performance-based RSUs and stock options to purchase approximately 15,011,000 and 14,507,000 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, 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 each of the three and six months ended June 30, 2024 and 2023, an additional 1,208,000 and 90,000 performance-based RSUs, respectively, 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, 2024 | |
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, 2023, filed with the SEC and the CSA on February 22, 2024. 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, 2024, the Company’s Condensed Consolidated Balance Sheets includes accrued current loss contingencies of $366 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 Northern 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 Northern 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 Class Actions and Related Matters U.S. Securities Litigation - Opt-Out Litigation In October 2015, four putative securities class actions were filed in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. The allegations related to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business and prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s relationship with Philidor Rx Services LLC. On May 31, 2016, the Court entered an order consolidating the four actions under the caption In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 3:15-cv-07658. On December 16, 2019, the Company announced that it had agreed to settle, subject to final court approval, the consolidated securities class action (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 them and denied 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 are captioned: T. Rowe Price Growth Stock Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-5034) (“T. Rowe.”); Equity Trustees Limited as Responsible Entity for T. Rowe Price Global Equity Fund v. Valeant Pharmaceuticals International Inc. (Case No. 16-cv-6127) (“Equity Trustees”); Principal Funds, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-6128) (“Principal Funds”); BloombergSen Partners Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7212) (“Bloombergsen”); Discovery Global Citizens Master Fund, Ltd. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7321); MSD Torchlight Partners, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7324); BlueMountain Foinaven Master Fund, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7328) (“BlueMountain”); Incline Global Master LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7494); VALIC Company I v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7496); Janus Aspen Series v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7497) (“Janus Aspen”); Okumus Opportunistic Value Fund, LTD v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6513); Lord Abbett Investment Trust- Lord Abbett Short Duration Income Fund, v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6365) (“Lord Abbett”); Pentwater Equity Opportunities Master Fund LTD v. Valeant Pharmaceuticals International, Inc., et al. (Case No. 17-cv-7552) (“Pentwater”); Public Employees’ Retirement System of Mississippi v. Valeant Pharmaceuticals International Inc. (Case No. 17-cv-7625) (“Mississippi”); The Boeing Company Employee Retirement Plans Master Trust v. Valeant Pharmaceuticals International Inc., et al., (Case No. 17-cv-7636); State Board of Administration of Florida v. Valeant Pharmaceuticals International Inc. (Case No. 17-cv-12808); The Regents of the University of California v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-13488) (“UC Regents”); GMO Trust v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0089) (“GMO Trust”); Första AP Fonden v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-12088); New York City Employees’ Retirement System v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0032) (“NYCERS”); Hound Partners Offshore Fund, LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-08705) (“Hound Partners”); Blackrock Global Allocation Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0343); Colonial First State Investments Limited As Responsible Entity for Commonwealth Global Shares Fund 1 v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0383); Bharat Ahuja v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0846); Brahman Capital Corp. v. Valeant Pharmaceuticals International, Inc (Case No. 18-cv-0893); The Prudential Insurance Company of America v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-01223); Senzar Healthcare Master Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-02286) (“Senzar”); 2012 Dynasty UC LLC v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-08595); Catalyst Dynamic Alpha Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 18- cv-12673) (“Catalyst”); Northwestern Mutual Life Insurance Co., v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-15286); Bahaa Aly, et al. v. Valeant Pharmaceuticals International, Inc., (Case No. 18-cv-17393) (“Aly”); Office of the Treasurer as Trustee for the Connecticut Retirement Plans and Trust Funds v. Valeant Pharmaceuticals International, Inc. (Case No. 19-cv-18473) (“Connecticut”); Delaware Public Employees’ Retirement System v. Valeant Pharmaceuticals International, Inc. (Case No. 19-cv-18475) (“Delaware”); Maverick Neutral Levered Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 20-cv-02190); Templeton v. Valeant Pharmaceuticals International, Inc. (Case No. 20-cv-05478); USAA Mutual Funds Trust, et al. v. Valeant Pharmaceuticals International, Inc., et al., (Case No. 20-cv-07462); and GIC Private Ltd. v. Valeant Pharmaceuticals International, Inc., (Case No. 20-cv-07460). 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 Securities Exchange Act of 1934, as amended (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. On June 26, 2023, the Parties filed motions to adopt and objections to the Special Master’s May 22, 2023 reports and recommendations. On January 2, 2024, the District Court issued decisions affirming in part and overruling in part the Special Master’s recommendations and granting partial summary judgment in favor of defendants on additional subparts of their defenses. On January 16, 2024, Plaintiffs filed a motion requesting that the Court reconsider a portion of its January 2, 2024 decisions. That motion to reconsider was denied by the Court on May 3, 2024. No defendants have been fully dismissed from the opt-out actions as a result of the District Court’s decisions. On April 22, 2024, the Court issued an order that the GMO Trust case will be the first of the opt-out cases to be tried, and setting the GMO Trust case for a trial to begin on September 4, 2024. This trial date was subsequently moved by the Court to September 3, 2024. 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. Plaintiffs allege that defendants made various misrepresentations and omissions regarding the Company’s proposed spin-off of Bausch + Lomb, and allege 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. An amended complaint was filed on January 19, 2024. The amended complaint also alleges that defendants made various misrepresentations and omissions regarding the strength of the Company’s patents protecting its product, Xifaxan ® , from generic competitors. Pursuant to the operative scheduling order, defendants moved to dismiss the amended complaint on March 20, 2024. Briefing on this motion to dismiss concluded on July 9, 2024 and the motion is now pending. The Company disputes the claims against it and intends to defend itself vigorously. Derivative Lawsuit – Powers Complaint On October 2, 2023, a derivative lawsuit captioned Powers v. Papa, et al . (Index No. 159699/2023) was filed in the Supreme Court of the State of New York, County of New York by an alleged stockholder of the Company. The action purports to assert derivative claims on behalf of the Company against the Company’s Board of Directors and certain of its current or former officers and directors. The action asserts claims for, inter alia, breach of fiduciary duty and waste of corporate assets and alleges that the defendants breached their fiduciary duties of loyalty and good faith by causing the Company to issue false and/or misleading statements regarding the Company’s proposed spin-off of Bausch + Lomb. On January 23, 2024, the Court entered a stipulation and order staying this action until the resolution of the motion to dismiss in the Kelk action referenced above. 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 were not served on the Company and the factual allegations made in these actions were substantially similar to those outlined herein. The actions generally alleged 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 related to the same matters described in the U.S. Securities Litigation description above. Each of these putative class actions, other than the action captioned Catucci v. Valeant, et al. (Court File No. 540-17-011743159, then Court File No. 500-06-000783-163) and filed in the Quebec Superior Court, was discontinued. 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. As part of the settlement, the Company and the other defendants admitted no liability as to the claims against it and denied 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. 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 disputes the claims against it in each of these actions and intends to defend itself vigorously. Other Securities and RICO 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, inter alia , In re Valeant Pharmaceutical International, Inc. Securities Litigation , the Securities Class Action Settlement, the U.S. Securities Litigation – Opt-Out Litigation, and the Canadian Securities Litigation described in this section (collectively, “the Securities Matters”) (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 Securities Matters, 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 (Hound Partners Offshore Fund, LP et al. v. Valeant Pharmaceuticals International, Inc., et al. (No. MER-L-002185-18)) that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act. The allegations in the complaint are similar to those made in the Hound Partners opt-out case in the U.S. District Court for the District of New Jersey, referenced above. This matter is currently stayed. 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 (“HCSC”) 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 December 2024 in the Consolidated State Case. On June 24, 2024, the Company reached an agreement to settle and, thereafter, on July 3, 2024, executed a final settlement agreement to resolve Humana’s (direct and indirect) and HCSC’s (indirect) state law claims. As part of the settlement, the Company admitted no liability as to the claims against it and denied all allegations of wrongdoing. 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 are 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, and various Counties, Cities, and Towns, are consolidated into the MDL. There are also additional, separate complaints which are consolidated in the same MDL that do not name the Company or any of its subsidiaries as a defendant. State of Connecticut, et al. v. Sandoz, Inc., et al., C.A. No. 2:20-03539 (D. CT, C.A. No. 3:20-00802), in which Bausch Health US and Bausch Health Americas are defendants, has been remanded to and is pending in the United States District Court for the District of Connecticut. There are cases pending in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, some of which are 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 i |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
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 represent approximately 80% of the Salix segment 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 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 and separation 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) 2024 2023 2024 2023 Revenues: Salix $ 558 $ 557 $ 1,057 $ 1,053 International 276 259 541 506 Solta Medical 102 88 190 161 Diversified 251 228 453 425 Bausch + Lomb 1,216 1,035 2,315 1966 $ 2,403 $ 2,167 $ 4,556 $ 4,111 Segment profits: Salix $ 377 $ 386 $ 706 $ 700 International 86 68 173 145 Solta Medical 47 45 87 81 Diversified 166 138 280 245 Bausch + Lomb 274 244 516 455 950 881 1,762 1,626 Corporate (254) (230) (498) (481) Amortization of intangible assets (270) (269) (544) (542) Asset impairments (5) (37) (6) (50) Restructuring, integration and separation costs (12) (16) (24) (26) Other (expense) income, net (20) 83 (20) 60 Operating income 389 412 670 587 Interest income 8 7 17 13 Interest expense (350) (319) (705) (626) Gain on extinguishment of debt 12 — 23 — Foreign exchange and other (11) (21) (26) (31) Income (loss) before income taxes $ 48 $ 79 $ (21) $ (57) 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, 2024 Pharmaceuticals $ 557 $ 63 $ — $ 220 $ 245 $ 1,085 Devices — — 102 — 445 547 OTC — 41 — 2 447 490 Branded and Other Generics — 157 — 25 76 258 Other revenues 1 15 — 4 3 23 $ 558 $ 276 $ 102 $ 251 $ 1,216 $ 2,403 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 Six Months Ended June 30, 2024 Pharmaceuticals $ 1,056 $ 121 $ — $ 391 $ 454 $ 2,022 Devices — — 190 — 869 1,059 OTC — 80 — 3 842 925 Branded and Other Generics — 310 — 50 142 502 Other revenues 1 30 — 9 8 48 $ 1,057 $ 541 $ 190 $ 453 $ 2,315 $ 4,556 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 The top ten products for the six months ended June 30, 2024 and 2023 represented 48% and 47% of total revenues for each of the six months ended June 30, 2024 and 2023, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 U.S. and Puerto Rico $ 1,438 $ 1,269 $ 2,692 $ 2,380 China 122 114 219 202 Canada 99 92 189 176 Mexico 84 75 160 144 Poland 78 75 164 150 France 65 63 126 120 Japan 47 48 90 98 Germany 41 42 85 85 Russia 39 36 75 70 South Korea 34 23 64 45 United Kingdom 33 30 66 60 Spain 27 25 50 47 Italy 24 23 48 44 Other 272 252 528 490 $ 2,403 $ 2,167 $ 4,556 $ 4,111 Major Customers Customers that accounted for 10% or more of total revenues were as follows: Six Months Ended June 30, 2024 2023 Cencora Inc. 18% 18% McKesson Corporation (including McKesson Specialty) 16% 14% Cardinal Health, Inc. 14% 13% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 22, 2024. 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, 2023. 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. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. |
Principles of Consolidation | Principles of Consolidation The unaudited 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. |
New Accounting Standards and Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 | New Accounting Standards There were no new accounting standards adopted during the six months ended June 30, 2024. Recently Issued Accounting Standards, Not Adopted as of June 30, 2024 In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies certain other income tax-related disclosures. The enhanced income tax related disclosures required by ASU 2023-09 are effective for the Company beginning with its 2025 annual report. Early adoption is permitted. The Company is evaluating the impact of adoption of this guidance on its disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments in ASU 2023-07 are effective for the Company beginning with its 2024 annual report, and its interim periods beginning in 2025. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. |
Revenue Recognition | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of 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, 2024 | |
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, 2024 and 2023. Six Months Ended June 30, 2024 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2024 $ 191 $ 380 $ 1,108 $ 216 $ 44 $ 1,939 Current period provisions 325 89 1,802 1,002 147 3,365 Payments and credits (339) (79) (1,607) (1,039) (108) (3,172) Reserve balances, June 30, 2024 $ 177 $ 390 $ 1,303 $ 179 $ 83 $ 2,132 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $43 million and $39 million as of June 30, 2024 and January 1, 2024, 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, 2024. 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 |
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, 2024 and 2023 is as follows. (in millions) 2024 2023 Balance, beginning of period $ 34 $ 33 Provision for expected credit losses 3 2 Write-offs charged against the allowance (1) (2) Recoveries of amounts previously written off — 3 Foreign exchange and other (2) (3) Balance, end of period $ 34 $ 33 |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 83 $ 77 $ 6 $ — $ 425 $ 417 $ 8 $ — Restricted cash $ 28 $ 28 $ — $ — $ 15 $ 15 $ — $ — Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 3 $ — $ 3 $ — Liabilities: Acquisition-related contingent consideration $ 269 $ — $ — $ 269 $ 292 $ — $ — $ 292 Cross-currency swaps $ 58 $ — $ 58 $ — $ 84 $ — $ 84 $ — Foreign currency exchange contracts $ 2 $ — $ 2 $ — $ 6 $ — $ 6 $ — |
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, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Other non-current liabilities $ (64) $ (90) Prepaid expenses and other current assets $ 6 $ 6 Net fair value $ (58) $ (84) The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 are as follows: (in millions) June 30, December 31, Accrued and other current liabilities $ (2) $ (6) Prepaid expenses and other current assets $ 1 $ 3 Net fair value $ (1) $ (3) |
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 Loss and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Gain (loss) recognized in Other comprehensive loss $ 6 $ (17) $ 26 $ (23) Gain excluded from assessment of hedge effectiveness $ 3 $ 3 $ 6 $ 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, 2024 and 2023: Three Months Ended June 30, Six Months Ended (in millions) 2024 2023 2024 2023 (Loss) gain related to changes in fair value $ (2) $ 1 $ 1 $ 2 Gain related to settlements $ — $ 8 $ 2 $ 4 |
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, 2024 and 2023: June 30, (in millions) 2024 2023 Balance, beginning of period $ 292 $ 241 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 10 $ 9 Fair value adjustments due to changes in estimates of other future payments (16) 6 Acquisition-related contingent consideration (6) 15 Additions — 5 Payments/Settlements (17) (14) Foreign currency translation adjustment included in Other comprehensive loss — 1 Balance, end of period 269 248 Current portion included in Accrued and other current liabilities 39 50 Non-current portion included in Other non-current liabilities $ 230 $ 198 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories, net | Inventories, net consist of: (in millions) June 30, December 31, Raw materials $ 543 $ 509 Work in process 104 124 Finished goods 965 911 $ 1,612 $ 1,544 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: June 30, 2024 December 31, 2023 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 22,530 $ (18,691) $ 3,839 $ 22,579 $ (18,243) $ 4,336 Corporate brands 979 (667) 312 985 (633) 352 Product rights/patents 3,317 (3,280) 37 3,323 (3,270) 53 Partner relationships 159 (159) — 161 (161) — Technology and other 213 (201) 12 214 (202) 12 Total finite-lived intangible assets 27,198 (22,998) 4,200 27,262 (22,509) 4,753 Acquired IPR&D 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 28,901 $ (22,998) $ 5,903 $ 28,965 $ (22,509) $ 6,456 |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: June 30, 2024 December 31, 2023 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 22,530 $ (18,691) $ 3,839 $ 22,579 $ (18,243) $ 4,336 Corporate brands 979 (667) 312 985 (633) 352 Product rights/patents 3,317 (3,280) 37 3,323 (3,270) 53 Partner relationships 159 (159) — 161 (161) — Technology and other 213 (201) 12 214 (202) 12 Total finite-lived intangible assets 27,198 (22,998) 4,200 27,262 (22,509) 4,753 Acquired IPR&D 5 — 5 5 — 5 B&L Trademark 1,698 — 1,698 1,698 — 1,698 $ 28,901 $ (22,998) $ 5,903 $ 28,965 $ (22,509) $ 6,456 |
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 2024 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2024 2025 2026 2027 2028 2029 Thereafter Total Amortization $ 528 $ 991 $ 869 $ 831 $ 234 $ 215 $ 532 $ 4,200 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the six months ended June 30, 2024 and the year ended December 31, 2023 were as follows: (in millions) Bausch + Lomb Salix International Solta Medical Diversified Total Balance, January 1, 2023 $ 5,246 $ 3,159 $ 789 $ 115 $ 2,238 $ 11,547 Additions 31 — — — — 31 Impairment — — — — (493) (493) Foreign exchange and other 37 — 73 — (12) 98 Balance, December 31, 2023 5,314 3,159 862 115 1,733 11,183 Foreign exchange and other (37) — (30) — 11 (56) Balance, June 30, 2024 $ 5,277 $ 3,159 $ 832 $ 115 $ 1,744 $ 11,127 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $ 1,260 $ 1,069 Product returns 390 380 Legal matters and related fees 366 344 Employee compensation and benefit costs 315 360 Interest 224 236 Income taxes payable 78 47 Other 705 697 $ 3,338 $ 3,133 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 (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 $ — $ — $ — $ — February 2027 Term Loan B Facility February 2027 2,250 2,223 2,312 2,279 AR Credit Facility January 2028 300 300 350 350 B+L Credit Facilities B+L Revolving Credit Facility May 2027 350 350 275 275 B+L May 2027 Term Loan B Facility May 2027 2,450 2,419 2,462 2,426 B+L September 2028 Term Loan B Facility September 2028 496 486 499 487 Senior Secured Notes: 5.50% Secured Notes November 2025 1,680 1,676 1,680 1,675 6.125% Secured Notes February 2027 1,000 992 1,000 990 5.75% Secured Notes August 2027 500 497 500 497 4.875% Secured Notes June 2028 1,600 1,588 1,600 1,586 11.00% First Lien Secured Notes September 2028 1,774 2,568 1,774 2,654 14.00% Second Lien Secured Notes October 2030 352 644 352 666 B+L Senior Secured Notes: B+L 8.375% Secured Notes October 2028 1,400 1,380 1,400 1,377 9.00% Intermediate Holdco Secured Notes January 2028 999 1,318 999 1,358 Senior Unsecured Notes: 9.00% December 2025 535 533 955 950 9.25% April 2026 602 600 737 734 8.50% January 2027 643 643 643 644 7.00% January 2028 171 171 171 170 5.00% January 2028 433 431 433 430 6.25% February 2029 821 815 821 814 5.00% February 2029 452 448 452 448 7.25% May 2029 336 334 337 334 5.25% January 2030 779 773 779 773 5.25% February 2031 463 459 463 459 Other Various 12 12 12 12 Total long-term debt and other $ 20,398 21,660 $ 21,006 22,388 Less: Current portion of long-term debt 452 450 Non-current portion of long-term debt and other $ 21,208 $ 21,938 |
Schedule of long-term debt maturities | Maturities of debt obligations for the remainder of 2024, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2024 $ 78 2025 2,370 2026 757 2027 6,823 2028 7,168 2029 1,609 Thereafter 1,593 Total debt obligations 20,398 Unamortized premiums, discounts and issuance costs 1,262 Total long-term debt and other $ 21,660 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023: Three Months Ended June 30, Six Months Ended (in millions) 2024 2023 2024 2023 Stock options $ 3 $ 4 $ 6 $ 10 RSUs 33 29 63 64 $ 36 $ 33 $ 69 $ 74 Research and development expenses $ 2 $ 2 $ 5 $ 5 Selling, general and administrative expenses 34 31 64 69 $ 36 $ 33 $ 69 $ 74 |
Summary of share-based awards | Share-based awards granted for the six months ended June 30, 2024 and 2023 consist of: Six Months Ended 2024 2023 Bausch Health Share-Based Awards Stock options Granted — 999,000 Weighted-average exercise price $ — $ 9.25 Weighted-average grant date fair value $ — $ 4.87 Time-based RSUs Granted 4,626,000 4,667,000 Weighted-average grant date fair value $ 9.20 $ 9.06 Adjusted Operating Cash Flow performance-based RSUs Granted 1,232,000 647,000 Weighted-average grant date fair value $ 9.89 $ 10.57 Bausch+ Lomb Share-Based Awards Stock options Granted 1,317,000 3,130,000 Weighted-average exercise price $ 16.85 $ 18.16 Weighted-average grant date fair value $ 4.92 $ 5.40 RSUs Granted 3,322,000 2,888,000 Weighted-average grant date fair value $ 16.74 $ 17.97 TSR performance-based RSUs Granted 826,000 1,175,000 Weighted-average grant date fair value $ 21.21 $ 27.65 Organic Revenue Growth PSUs Granted 379,000 142,000 Weighted-average grant date fair value $ 16.08 $ 17.96 OPG PSUs Granted 1,758,000 — Weighted-average grant date fair value $ 17.04 $ — |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $ (1,988) $ (1,863) Pension adjustment, net of tax (19) (18) $ (2,007) $ (1,881) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Product related research and development $ 153 $ 148 $ 299 $ 284 Quality assurance 3 8 8 15 $ 156 $ 156 $ 307 $ 299 |
OTHER EXPENSE (INCOME), NET (Ta
OTHER EXPENSE (INCOME), NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense (income) , net | Other expense (income), net consists of: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 Litigation and other matters $ 21 $ (71) $ 27 $ (79) Acquisition-related contingent consideration (4) (17) (6) 14 (Gain) Loss on sale of assets, net (1) 1 (5) 1 Acquisition-related transaction costs 1 3 1 3 Other, net 3 1 3 1 $ 20 $ (83) $ 20 $ (60) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, (in millions, except per share amounts) 2024 2023 2024 2023 Net income (loss) attributable to Bausch Health Companies Inc. $ 10 $ 26 $ (54) $ (175) Basic weighted-average common shares outstanding 367.9 364.8 367.4 364.1 Diluted effect of stock options and RSUs 2.3 2.3 — — Diluted weighted-average common shares outstanding $ 370.2 $ 367.1 $ 367.4 $ 364.1 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 0.03 $ 0.07 $ (0.15) $ (0.48) Diluted $ 0.03 $ 0.07 $ (0.15) $ (0.48) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) 2024 2023 2024 2023 Revenues: Salix $ 558 $ 557 $ 1,057 $ 1,053 International 276 259 541 506 Solta Medical 102 88 190 161 Diversified 251 228 453 425 Bausch + Lomb 1,216 1,035 2,315 1966 $ 2,403 $ 2,167 $ 4,556 $ 4,111 Segment profits: Salix $ 377 $ 386 $ 706 $ 700 International 86 68 173 145 Solta Medical 47 45 87 81 Diversified 166 138 280 245 Bausch + Lomb 274 244 516 455 950 881 1,762 1,626 Corporate (254) (230) (498) (481) Amortization of intangible assets (270) (269) (544) (542) Asset impairments (5) (37) (6) (50) Restructuring, integration and separation costs (12) (16) (24) (26) Other (expense) income, net (20) 83 (20) 60 Operating income 389 412 670 587 Interest income 8 7 17 13 Interest expense (350) (319) (705) (626) Gain on extinguishment of debt 12 — 23 — Foreign exchange and other (11) (21) (26) (31) Income (loss) before income taxes $ 48 $ 79 $ (21) $ (57) |
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, 2024 Pharmaceuticals $ 557 $ 63 $ — $ 220 $ 245 $ 1,085 Devices — — 102 — 445 547 OTC — 41 — 2 447 490 Branded and Other Generics — 157 — 25 76 258 Other revenues 1 15 — 4 3 23 $ 558 $ 276 $ 102 $ 251 $ 1,216 $ 2,403 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 Six Months Ended June 30, 2024 Pharmaceuticals $ 1,056 $ 121 $ — $ 391 $ 454 $ 2,022 Devices — — 190 — 869 1,059 OTC — 80 — 3 842 925 Branded and Other Generics — 310 — 50 142 502 Other revenues 1 30 — 9 8 48 $ 1,057 $ 541 $ 190 $ 453 $ 2,315 $ 4,556 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 |
Schedule of revenue attributed to a geographic region | Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2024 2023 2024 2023 U.S. and Puerto Rico $ 1,438 $ 1,269 $ 2,692 $ 2,380 China 122 114 219 202 Canada 99 92 189 176 Mexico 84 75 160 144 Poland 78 75 164 150 France 65 63 126 120 Japan 47 48 90 98 Germany 41 42 85 85 Russia 39 36 75 70 South Korea 34 23 64 45 United Kingdom 33 30 66 60 Spain 27 25 50 47 Italy 24 23 48 44 Other 272 252 528 490 $ 2,403 $ 2,167 $ 4,556 $ 4,111 |
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, 2024 2023 Cencora Inc. 18% 18% McKesson Corporation (including McKesson Specialty) 16% 14% Cardinal Health, Inc. 14% 13% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Jun. 30, 2024 country |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Number of countries in which entity operates | 90 |
Bausch + Lomb | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership percentage by parent | 88% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 01, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, outstanding (in shares) | 366,985,967 | 365,238,917 | |
Bausch + Lomb | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, outstanding (in shares) | 310,449,643 | ||
Percentage of shares held | 88% |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 1,939 | $ 1,910 |
Current period provisions | 3,365 | 2,852 |
Payments and credits | (3,172) | (2,904) |
Reserve ending balance | 2,132 | 1,858 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 191 | 188 |
Current period provisions | 325 | 297 |
Payments and credits | (339) | (315) |
Reserve ending balance | 177 | 170 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 380 | 427 |
Current period provisions | 89 | 79 |
Payments and credits | (79) | (103) |
Reserve ending balance | 390 | 403 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 1,108 | 1,023 |
Current period provisions | 1,802 | 1,364 |
Payments and credits | (1,607) | (1,372) |
Reserve ending balance | 1,303 | 1,015 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 216 | 196 |
Current period provisions | 1,002 | 989 |
Payments and credits | (1,039) | (1,004) |
Reserve ending balance | 179 | 181 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 44 | 76 |
Current period provisions | 147 | 123 |
Payments and credits | (108) | (110) |
Reserve ending balance | $ 83 | $ 89 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Cooperative advertising credits included in rebates | $ 2,132,000,000 | $ 1,858,000,000 | $ 2,132,000,000 | $ 1,858,000,000 | $ 1,939,000,000 | $ 1,910,000,000 | ||
Price appreciation credits | 2,403,000,000 | 2,167,000,000 | 4,556,000,000 | 4,111,000,000 | ||||
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 | $ 43,000,000 | $ 55,000,000 | $ 43,000,000 | $ 55,000,000 | $ 39,000,000 | $ 40,000,000 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 34 | $ 33 |
Provision for expected credit losses | 3 | 2 |
Write-offs charged against the allowance | (1) | (2) |
Recoveries of amounts previously written off | 0 | 3 |
Foreign exchange and other | (2) | (3) |
Ending balance | $ 34 | $ 33 |
LICENSING AGREEMENTS AND ACQU_2
LICENSING AGREEMENTS AND ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |||||
Sep. 29, 2023 | Jul. 06, 2023 | Jan. 17, 2023 | Jan. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 11,127 | $ 11,183 | $ 11,547 | ||||
Bausch + Lomb | Johnson & Johnson Vision, Blink Product Line Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid, asset acquisition | $ 107 | ||||||
Bausch + Lomb | XIIDRA Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 1,750 | ||||||
Recognized contingent consideration liability | $ 34 | ||||||
Fair value, consideration transferred | 1,753 | ||||||
Identifiable intangible assets | 1,600 | ||||||
Other assets | 130 | ||||||
Goodwill | $ 23 | ||||||
Bausch + Lomb | AcuFocus, Inc. Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration paid | $ 31 | ||||||
Consideration transferred | $ 35 | ||||||
Purchase price, repayment term | 18 months | ||||||
Contingent consideration, liability | $ 5 |
RESTRUCTURING, INTEGRATION AN_2
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cost-rationalization and integration initiatives | ||||
Separated-related costs | $ 832 | $ 711 | $ 1,626 | $ 1,436 |
Restructuring and Integration Costs | ||||
Cost-rationalization and integration initiatives | ||||
Costs incurred | 23 | 25 | ||
Separation and IPO Costs | ||||
Cost-rationalization and integration initiatives | ||||
Separated-related costs | $ 8 | $ 13 |
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, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Assets: | |||
Restricted cash | $ 28 | $ 15 | $ 9 |
Recurring basis | |||
Assets: | |||
Cash equivalents | 83 | 425 | |
Restricted cash | 28 | 15 | |
Liabilities: | |||
Acquisition-related contingent consideration | 269 | 292 | |
Recurring basis | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | |||
Liabilities: | |||
Derivative liabilities | 58 | 84 | |
Recurring basis | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 1 | 3 | |
Liabilities: | |||
Derivative liabilities | 2 | 6 | |
Recurring basis | Level 1 | |||
Assets: | |||
Cash equivalents | 77 | 417 | |
Restricted cash | 28 | 15 | |
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 | 6 | 8 | |
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 | 58 | 84 | |
Recurring basis | Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | |||
Assets: | |||
Foreign currency exchange contracts | 1 | 3 | |
Liabilities: | |||
Derivative liabilities | 2 | 6 | |
Recurring basis | Level 3 | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Liabilities: | |||
Acquisition-related contingent consideration | 269 | 292 | |
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, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | |
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 | $ 595 | $ 947 | $ 579 |
Bausch + Lomb | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 302 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 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) | $ (6,000,000) | |
Cross-currency swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Receipts in interest settlement of cross-currency swaps | $ 6,000,000 | $ 6,000,000 | |
Net Investment Hedging | Cross-currency swaps | 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, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ (58) | $ (84) |
Other non-current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | (64) | (90) |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in Other comprehensive loss | $ 6 | $ (17) | $ 26 | $ (23) |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain excluded from assessment of hedge effectiveness | $ 3 | $ 3 | $ 6 | $ 6 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Currency Exchange Contracts, Narrative (Details) | Jun. 30, 2024 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 | $ 634,000,000 |
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, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ (1) | $ (3) |
Accrued and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | 2 | 6 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ 1 | $ 3 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
(Loss) gain related to changes in fair value | $ (2) | $ 1 | $ 1 | $ 2 |
Gain related to settlements | $ 0 | $ 8 | $ 2 | $ 4 |
FAIR VALUE MEASUREMENTS AND _11
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Narrative (Details) - Recurring basis - Level 3 | Jun. 30, 2024 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, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance, beginning of period | $ 292 | $ 241 |
Acquisition-related contingent consideration | (6) | 15 |
Additions | 0 | 5 |
Payments/Settlements | (17) | (14) |
Foreign currency translation adjustment included in Other comprehensive loss | 0 | 1 |
Balance, end of period | 269 | 248 |
Current portion included in Accrued and other current liabilities | 39 | 50 |
Non-current portion included in Other non-current liabilities | $ 230 | $ 198 |
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 | $ 10 | $ 9 |
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 | $ (16) | $ 6 |
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, 2024 | Dec. 31, 2023 |
Nonrecurring adjustment | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 16,992 | $ 16,270 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 543 | $ 509 |
Work in process | 104 | 124 |
Finished goods | 965 | 911 |
Total Inventories | $ 1,612 | $ 1,544 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 27,198 | $ 27,262 |
Accumulated Amortization and Impairments | (22,998) | (22,509) |
Net Carrying Amount | 4,200 | 4,753 |
Total intangible assets | ||
Gross Carrying Amount | 28,901 | 28,965 |
Net Carrying Amount | 5,903 | 6,456 |
Acquired IPR&D | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 5 | 5 |
B&L Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 22,530 | 22,579 |
Accumulated Amortization and Impairments | (18,691) | (18,243) |
Net Carrying Amount | 3,839 | 4,336 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 979 | 985 |
Accumulated Amortization and Impairments | (667) | (633) |
Net Carrying Amount | 312 | 352 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,317 | 3,323 |
Accumulated Amortization and Impairments | (3,280) | (3,270) |
Net Carrying Amount | 37 | 53 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 159 | 161 |
Accumulated Amortization and Impairments | (159) | (161) |
Net Carrying Amount | 0 | 0 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 213 | 214 |
Accumulated Amortization and Impairments | (201) | (202) |
Net Carrying Amount | $ 12 | $ 12 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||||||||||
Asset impairments | $ 5,000,000 | $ 37,000,000 | $ 6,000,000 | $ 50,000,000 | ||||||
Finite-lived intangible assets | $ 4,200,000,000 | $ 4,753,000,000 | 4,200,000,000 | 4,200,000,000 | $ 4,753,000,000 | |||||
Goodwill impairment | 493,000,000 | |||||||||
Goodwill | 11,127,000,000 | 11,183,000,000 | 11,127,000,000 | 11,127,000,000 | 11,183,000,000 | $ 11,547,000,000 | ||||
Accumulated goodwill impairment charges | 5,497,000,000 | 5,497,000,000 | 5,497,000,000 | |||||||
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 | Bausch + Lomb | ||||||||||
Goodwill [Line Items] | ||||||||||
Reporting unit, impairment test, long-term growth rate | 0% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.75% | |||||||||
Goodwill impairment | $ 151,000,000 | |||||||||
Goodwill | 329,000,000 | 329,000,000 | $ 329,000,000 | 329,000,000 | ||||||
Neurology Reporting Unit | Bausch + Lomb | ||||||||||
Goodwill [Line Items] | ||||||||||
Reporting unit, impairment test, long-term growth rate | (2.50%) | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.50% | |||||||||
Goodwill impairment | $ 251,000,000 | |||||||||
Goodwill | 1,188,000,000 | 1,188,000,000 | $ 1,192,000,000 | 1,188,000,000 | ||||||
Generics Reporting Unit | ||||||||||
Goodwill [Line Items] | ||||||||||
Reporting unit, impairment test, long-term growth rate | 1% | 1% | ||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10.25% | 10.25% | ||||||||
Goodwill impairment | $ 91,000,000 | |||||||||
Goodwill | 227,000,000 | $ 227,000,000 | 227,000,000 | 227,000,000 | $ 227,000,000 | |||||
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 | $ 1,885,000,000 | $ 1,885,000,000 | $ 1,885,000,000 | |||||||
Finite lived intangible assets, useful life | 42 months | 42 months | 42 months | |||||||
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 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 528 | |
2025 | 991 | |
2026 | 869 | |
2027 | 831 | |
2028 | 234 | |
2029 | 215 | |
Thereafter | 532 | |
Net Carrying Amount | $ 4,200 | $ 4,753 |
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, 2024 | Dec. 31, 2023 | |
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 11,183 | $ 11,547 |
Additions | 31 | |
Impairment | (493) | |
Foreign exchange and other | (56) | 98 |
Balance at the end of the period | 11,127 | 11,183 |
Bausch + Lomb | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 5,314 | 5,246 |
Additions | 31 | |
Impairment | 0 | |
Foreign exchange and other | (37) | 37 |
Balance at the end of the period | 5,277 | 5,314 |
Salix | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 3,159 | 3,159 |
Additions | 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 | 862 | 789 |
Additions | 0 | |
Impairment | 0 | |
Foreign exchange and other | (30) | 73 |
Balance at the end of the period | 832 | 862 |
Solta Medical | ||
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | 115 | 115 |
Additions | 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 | 1,733 | 2,238 |
Additions | 0 | |
Impairment | (493) | |
Foreign exchange and other | 11 | (12) |
Balance at the end of the period | $ 1,744 | $ 1,733 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Product rebates | $ 1,260 | $ 1,069 |
Product returns | 390 | 380 |
Legal matters and related fees | 366 | 344 |
Employee compensation and benefit costs | 315 | 360 |
Interest | 224 | 236 |
Income taxes payable | 78 | 47 |
Other | 705 | 697 |
Accrued and other current liabilities | $ 3,338 | $ 3,133 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 29, 2023 |
Long-term debt, net of unamortized debt discount | |||
Principal Amount | $ 20,398,000,000 | $ 21,006,000,000 | |
Total long-term debt and other | 21,660,000,000 | 22,388,000,000 | |
Less: Current portion of long-term debt | 452,000,000 | 450,000,000 | |
Non-current portion of long-term debt and other | 21,208,000,000 | 21,938,000,000 | |
Term Loan B Facility Due February 2027 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 2,250,000,000 | 2,312,000,000 | |
Total long-term debt and other | $ 2,223,000,000 | 2,279,000,000 | |
Term Loan B Facility Due May 2027 | Bausch + Lomb | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 8.69% | ||
Principal Amount | $ 2,450,000,000 | 2,462,000,000 | |
Total long-term debt and other | $ 2,419,000,000 | 2,426,000,000 | |
Term Loan B Facility Due September 2028 | Bausch + Lomb | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 9.34% | ||
Principal Amount | $ 496,000,000 | 499,000,000 | $ 500,000,000 |
Total long-term debt and other | $ 486,000,000 | 487,000,000 | |
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 | $ 1,680,000,000 | 1,680,000,000 | |
Total long-term debt and other | $ 1,676,000,000 | 1,675,000,000 | |
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% | ||
Principal Amount | $ 1,000,000,000 | 1,000,000,000 | |
Total long-term debt and other | $ 992,000,000 | 990,000,000 | |
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 | $ 500,000,000 | 500,000,000 | |
Total long-term debt and other | $ 497,000,000 | 497,000,000 | |
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 | $ 1,600,000,000 | 1,600,000,000 | |
Total long-term debt and other | $ 1,588,000,000 | 1,586,000,000 | |
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 | $ 1,774,000,000 | 1,774,000,000 | |
Total long-term debt and other | $ 2,568,000,000 | 2,654,000,000 | |
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 | $ 352,000,000 | 352,000,000 | |
Total long-term debt and other | $ 644,000,000 | 666,000,000 | |
Secured Notes | 8.375% Senior Notes Due October 2028 | Bausch + Lomb | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 8.375% | 8.375% | |
Principal Amount | $ 1,400,000,000 | 1,400,000,000 | |
Total long-term debt and other | $ 1,380,000,000 | 1,377,000,000 | |
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 | $ 999,000,000 | 999,000,000 | |
Total long-term debt and other | $ 1,318,000,000 | 1,358,000,000 | |
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 | $ 535,000,000 | 955,000,000 | |
Total long-term debt and other | $ 533,000,000 | 950,000,000 | |
Unsecured Notes | 9.25% Senior Notes Due April 2026 | |||
Long-term debt, net of unamortized debt discount | |||
Stated interest rate on debt (as a percent) | 9.25% | ||
Principal Amount | $ 602,000,000 | 737,000,000 | |
Total long-term debt and other | $ 600,000,000 | 734,000,000 | |
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 | $ 643,000,000 | 643,000,000 | |
Total long-term debt and other | $ 643,000,000 | 644,000,000 | |
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 | $ 171,000,000 | 171,000,000 | |
Total long-term debt and other | $ 171,000,000 | 170,000,000 | |
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 | $ 433,000,000 | 433,000,000 | |
Total long-term debt and other | $ 431,000,000 | 430,000,000 | |
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 | $ 821,000,000 | 821,000,000 | |
Total long-term debt and other | $ 815,000,000 | 814,000,000 | |
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 | $ 452,000,000 | 452,000,000 | |
Total long-term debt and other | $ 448,000,000 | 448,000,000 | |
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 | $ 336,000,000 | 337,000,000 | |
Total long-term debt and other | $ 334,000,000 | 334,000,000 | |
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 | $ 779,000,000 | 779,000,000 | |
Total long-term debt and other | $ 773,000,000 | 773,000,000 | |
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 | $ 463,000,000 | 463,000,000 | |
Total long-term debt and other | 459,000,000 | 459,000,000 | |
Unsecured Notes | Other | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 12,000,000 | 12,000,000 | |
Total long-term debt and other | 12,000,000 | 12,000,000 | |
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 0 | 0 | |
Total long-term debt and other | 0 | 0 | |
Revolving Credit Facility | AR Credit Facility Due January 2028 | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 300,000,000 | 350,000,000 | |
Total long-term debt and other | 300,000,000 | 350,000,000 | |
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Bausch + Lomb | |||
Long-term debt, net of unamortized debt discount | |||
Principal Amount | 350,000,000 | 275,000,000 | |
Total long-term debt and other | $ 350,000,000 | $ 275,000,000 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Amount available for restricted payments | $ 10,400 |
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 - 2022 E
FINANCING ARRANGEMENTS - 2022 Exchange (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2024 | Sep. 30, 2022 | |
Unsecured Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Repurchased debt, aggregate principal amount | $ 555,000,000 | |||
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 | $ 1,405,000,000 | |||
Contractual interest paid | 167,000,000 | $ 155,000,000 | ||
Amortization of debt premium | $ 147,000,000 | $ 134,000,000 |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | Jun. 30, 2024 | Sep. 29, 2023 | May 10, 2022 | Dec. 31, 2023 | Jun. 01, 2018 |
Debt Instrument [Line Items] | |||||
Principal amount outstanding | $ 20,398,000,000 | $ 21,006,000,000 | |||
Amount drawn under credit facility | $ 21,660,000,000 | 22,388,000,000 | |||
Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Percentage of shares held | 88% | ||||
Bausch + Lomb | XIIDRA Acquisition | |||||
Debt Instrument [Line Items] | |||||
Cash consideration paid | $ 1,750,000,000 | ||||
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 | $ 2,250,000,000 | 2,312,000,000 | |||
Amount drawn under credit facility | 2,223,000,000 | 2,279,000,000 | |||
Annual amortization rate (as a percent) | 5% | ||||
Quarterly amortization payments | $ 125,000,000 | ||||
Remaining quarterly amortization payments | 313,000,000 | ||||
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% | ||||
Term Loan B Facility Due February 2027 | Federal Funds | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
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 | 7.60 | ||||
Term Loan B Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,500,000,000 | ||||
Principal amount outstanding | 2,450,000,000 | 2,462,000,000 | |||
Amount drawn under credit facility | 2,419,000,000 | 2,426,000,000 | |||
Annual amortization rate (as a percent) | 1% | ||||
Quarterly amortization payments | $ 25,000,000 | ||||
Remaining quarterly amortization payments | $ 69,000,000 | ||||
Term | 5 years | ||||
Stated interest rate on debt (as a percent) | 8.69% | ||||
Term Loan B Facility Due May 2027 | Base Rate Factor, SOFR | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Term Loan B 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 Loan B Facility Due May 2027 | Base Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.25% | ||||
Term Loan B Facility Due May 2027 | Base Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.50% | ||||
Term Loan B Due May 2027 And Term Loan B Due September 2028 | Base Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.015% | ||||
Term Loan B Due May 2027 And Term Loan B Due September 2028 | Base Rate | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.475% | ||||
Term Loan B Due May 2027 And Term Loan B Due September 2028 | SOFR, EURIBOR, and SONIA Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.015% | ||||
Term Loan B Due May 2027 And Term Loan B Due September 2028 | SOFR, EURIBOR, and SONIA Rate | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.475% | ||||
Term Loan B Facility Due September 2028 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Principal amount outstanding | $ 496,000,000 | $ 500,000,000 | 499,000,000 | ||
Amount drawn under credit facility | 486,000,000 | 487,000,000 | |||
Annual amortization rate (as a percent) | 1% | ||||
Quarterly amortization payments | $ 5,000,000 | ||||
Remaining quarterly amortization payments | $ 20,000,000 | ||||
Term | 5 years | ||||
Stated interest rate on debt (as a percent) | 9.34% | ||||
Term Loan B Facility Due September 2028 | SOFR Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4% | ||||
Term Loan B Facility Due September 2028 | SOFR Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Term Loan B Facility Due September 2028 | Base Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3% | ||||
Term Loan B Facility Due September 2028 | Base Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
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 | $ 0 | 0 | |||
Amount drawn under credit facility | 0 | 0 | |||
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 and EURIBOR Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | SOFR and EURIBOR Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 5.25% | ||||
Revolving Credit Facility | Term Loan B Due May 2027 And Term Loan B Due September 2028 | Bausch + Lomb | |||||
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% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Principal amount outstanding | 350,000,000 | 275,000,000 | |||
Amount drawn under credit facility | 350,000,000 | $ 275,000,000 | |||
Facility fee (as a percent) | 0.25% | ||||
Term | 5 years | ||||
Remaining borrowings | $ 121,000,000 | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.11% | ||||
Stated interest rate on debt (as a percent) | 8.18% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Maximum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.275% | ||||
Stated interest rate on debt (as a percent) | 8.19% | ||||
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 | Base Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Base Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Base 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, EURIBOR, and SONIA Rate | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR, EURIBOR, and SONIA Rate | Minimum | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | SOFR, EURIBOR, and SONIA Rate | 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 | $ 29,000,000 |
FINANCING ARRANGEMENTS - Accoun
FINANCING ARRANGEMENTS - Accounts Receivable Credit Facility (Details) - AR Credit Facility - Revolving Credit Facility - Line of Credit - USD ($) | Jun. 30, 2023 | Jun. 30, 2024 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000,000 | |
Variable rate (as a percent) | 6.65% | |
Commitment fee (as a percent) | 0.75% | |
Total lender's commitment fee (as a percent) | 50% | |
Amount outstanding | $ 300,000,000 | |
All-in interest rate | 11.98% |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | 6 Months Ended | |
Sep. 29, 2023 | Jun. 30, 2024 | |
Bausch + Lomb | XIIDRA Acquisition | ||
Debt Instrument [Line Items] | ||
Cash consideration paid | $ 1,750,000,000 | |
Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Redemption price percentage to change in control (as a percent) | 101% | |
Secured 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% | |
8.375% Senior Notes Due October 2028 | Secured Notes | Bausch + Lomb | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt (as a percent) | 8.375% | 8.375% |
Principal amount | $ 1,400,000,000 | |
Redemption price percentage to change in control | 101% | |
8.375% Senior Notes Due October 2028 | Secured Notes | Bausch + Lomb | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Redemption price (as a percent) | 108.375% | |
8.375% Senior Notes Due October 2028 | Secured Notes | Maximum | Bausch + Lomb | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Maximum percentage of principal amount that can be redeemed | 40% |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Redemption price percentage to change in control (as a percent) | 101% |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 8% | 8.05% |
FINANCING ARRANGEMENTS - Gain o
FINANCING ARRANGEMENTS - Gain on Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | $ 885,000,000 | $ 690,000,000 | |||
Gain (loss) on extinguishment of debt | $ 12,000,000 | $ 0 | $ 23,000,000 | $ 0 | |
Unsecured Notes | |||||
Debt Instrument [Line Items] | |||||
Repurchased debt, aggregate principal amount | $ 555,000,000 | ||||
Repayments of long-term debt | 530,000,000 | ||||
Gain (loss) on extinguishment of debt | $ 23,000,000 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 78 | |
2025 | 2,370 | |
2026 | 757 | |
2027 | 6,823 | |
2028 | 7,168 | |
2029 | 1,609 | |
Thereafter | 1,593 | |
Total debt obligations | 20,398 | $ 21,006 |
Unamortized premiums, discounts and issuance costs | 1,262 | |
Total long-term debt and other | $ 21,660 | $ 22,388 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||||
May 14, 2024 | Feb. 28, 2024 | Apr. 24, 2023 | May 05, 2022 | May 31, 2024 | Jun. 30, 2024 | May 31, 2014 | |
Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future grant (in shares) | 21,000,000 | ||||||
OPG PSUs | Bausch + Lomb | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Maximum payout percentage, if circumstances met | 50% | ||||||
OPG PSUs | Bausch + Lomb | Minimum | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 0% | ||||||
OPG PSUs | Bausch + Lomb | Maximum | Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 300% | ||||||
2014 Plan and 2022 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining unrecognized compensation expense related to non-vested awards | $ 236 | ||||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 14 days | ||||||
2014 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum shares authorized (in shares) | 18,000,000 | ||||||
Number of additional shares available for issuance (in shares) | 20,000,000 | ||||||
Number of shares available for future grant (in shares) | 31,250,000 | ||||||
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 | 52,000,000 | ||||
Number of additional shares available for issuance (in shares) | 10,000,000 | 14,000,000 | |||||
Remaining unrecognized compensation expense related to non-vested awards | $ 161 | ||||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 2 years 2 months 1 day | ||||||
2022 Omnibus Incentive Plan | Stock options | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, term | 10 years | ||||||
Vesting period | 3 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 36 | $ 33 | $ 69 | $ 74 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 2 | 2 | 5 | 5 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 34 | 31 | 64 | 69 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 3 | 4 | 6 | 10 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 33 | $ 29 | $ 63 | $ 64 |
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, 2024 | Jun. 30, 2023 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 0 | 999 |
Weighted-average exercise price (in usd per share) | $ 0 | $ 9.25 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 4.87 |
Stock options | Bausch + Lomb | ||
Stock options | ||
Granted (in shares) | 1,317 | 3,130 |
Weighted-average exercise price (in usd per share) | $ 16.85 | $ 18.16 |
Weighted-average grant date fair value (in usd per share) | $ 4.92 | $ 5.40 |
Time-based RSUs | ||
Other than Stock options | ||
Granted (in shares) | 4,626 | 4,667 |
Weighted-average grant date fair value (in usd per share) | $ 9.20 | $ 9.06 |
Adjusted Operating Cash Flow performance-based RSUs | ||
Other than Stock options | ||
Granted (in shares) | 1,232 | 647 |
Weighted-average grant date fair value (in usd per share) | $ 9.89 | $ 10.57 |
RSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 3,322 | 2,888 |
Weighted-average grant date fair value (in usd per share) | $ 16.74 | $ 17.97 |
TSR performance-based RSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 826 | 1,175 |
Weighted-average grant date fair value (in usd per share) | $ 21.21 | $ 27.65 |
Organic Revenue Growth PSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 379 | 142 |
Weighted-average grant date fair value (in usd per share) | $ 16.08 | $ 17.96 |
OPG PSUs | Bausch + Lomb | ||
Other than Stock options | ||
Granted (in shares) | 1,758 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 17.04 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ (227) | $ (174) | $ (82) | $ 271 | $ 145 | $ 260 |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (1,988) | (1,863) | ||||
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 | $ (2,007) | $ (1,917) | $ (1,881) | $ (1,902) | $ (1,989) | $ (2,056) |
RESEARCH AND DEVELOPMENT - Rese
RESEARCH AND DEVELOPMENT - Research and Development Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 153 | $ 148 | $ 299 | $ 284 |
Quality assurance | 3 | 8 | 8 | 15 |
Research and development | $ 156 | $ 156 | $ 307 | $ 299 |
OTHER EXPENSE (INCOME), NET - S
OTHER EXPENSE (INCOME), NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
Litigation and other matters | $ 21 | $ (71) | $ 27 | $ (79) |
Acquisition-related contingent consideration | (4) | (17) | (6) | 14 |
(Gain) Loss on sale of assets, net | (1) | 1 | (5) | 1 |
Acquisition-related transaction costs | 1 | 3 | 1 | 3 |
Other, net | 3 | 1 | 3 | 1 |
Other expense, net | $ 20 | $ (83) | $ 20 | $ (60) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) € in Millions | 3 Months Ended | 6 Months Ended | ||||
Nov. 08, 2022 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Income Tax Examination [Line Items] | ||||||
Income tax expense (benefit) from income taxes | $ 49,000,000 | $ 52,000,000 | $ 57,000,000 | $ 125,000,000 | ||
Income tax expense (benefit) on ordinary income (loss) | 68,000,000 | 39,000,000 | ||||
Income tax expense (benefit) for discrete items | (11,000,000) | 86,000,000 | ||||
Income tax expense (benefit) related to changes in uncertain tax positions | (12,000,000) | 21,000,000 | ||||
Income tax expense (benefit) from final and potential settlement of various tax audits | 41,000,000 | |||||
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 | |||||
Valuation allowance against deferred tax assets | 2,416,000,000 | 2,416,000,000 | $ 2,254,000,000 | |||
Unrecognized tax benefits including interest and penalties | 881,000,000 | 881,000,000 | 918,000,000 | |||
Unrecognized tax benefits related to interest and penalties | 54,000,000 | 54,000,000 | $ 51,000,000 | |||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 410,000,000 | 410,000,000 | ||||
Unrecognized tax benefit, amount possible to decrease in next twelve months | $ 27,000,000 | 27,000,000 | ||||
Luxembourg Inland Revenue | Tax Years 2018 and 2019 | ||||||
Income Tax Examination [Line Items] | ||||||
Estimate of possible loss, income tax examination | € | € 272 | |||||
Maximum | ||||||
Income Tax Examination [Line Items] | ||||||
Estimate of possible loss, income tax examination | $ 2,100,000,000 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ 10 | $ 26 | $ (54) | $ (175) |
Basic weighted-average common shares outstanding (in shares) | 367.9 | 364.8 | 367.4 | 364.1 |
Diluted effect of stock options and RSUs (in shares) | 2.3 | 2.3 | 0 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 370.2 | 367.1 | 367.4 | 364.1 |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 0.03 | $ 0.07 | $ (0.15) | $ (0.48) |
Diluted (in usd per share) | $ 0.03 | $ 0.07 | $ (0.15) | $ (0.48) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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) | 2,862 | 2,859 | ||
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) | 15,011 | 16,308 | 14,507 | 17,613 |
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) | 1,208 | 90 | 1,208 | 90 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal matters and related fees | $ 366 | $ 344 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities Class Actions and Related Matters (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | 23 Months Ended | |||||
Dec. 07, 2017 insurance_policy_period | Oct. 31, 2015 case | Jun. 30, 2024 group action | Dec. 31, 2015 case | Jun. 30, 2023 USD ($) | May 22, 2023 defendant | Jul. 20, 2021 insured | 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 | 37 | ||||||||
Number of claims dismissed | 16 | ||||||||
Number of groups of investors filing action, remain pending | 21 | ||||||||
Number of defendants fully dismissed | defendant | 0 | ||||||||
US Securities Litigation, Opt-Out Action | New Jersey | Unfavorable Regulatory Action | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of suits filed | case | 4 | ||||||||
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 | |||||||
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 | Settled 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. 01, 2024 proceeding | Jun. 20, 2024 | Apr. 05, 2024 | Sep. 10, 2021 | Mar. 26, 2020 | Oct. 31, 2023 | Jan. 31, 2023 | Apr. 30, 2021 | Mar. 31, 2021 defendant proceeding | Jun. 30, 2024 proceeding | |
Norwich I Xifaxan Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stay of approval, period | 30 months | 30 months | 30 months | |||||||
Norwich II Xifaxan Litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stay of approval, period | 30 months | |||||||||
Amneal Xifaxan 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 | |||||||||
PreserVision® AREDS Patent Litigation | Settled Litigation | Bausch + Lomb | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | 13 | |||||||||
PreserVision® AREDS Patent Litigation | Default Judgement | Bausch + Lomb | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | 2 | |||||||||
PreserVision® AREDS Patent Litigation | Pending Litigation | Bausch + Lomb | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | defendant | 19 | |||||||||
Number of proceedings | 16 | |||||||||
PreserVision® AREDS Patent Litigation | Pending Litigation | Bausch + Lomb | Subsequent Event | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of defendants | 1 | |||||||||
Lumify Paragraph I V Proceedings Slayback ANDA Litigation | Bausch + Lomb | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stay of approval, period | 30 months |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) | Jun. 30, 2024 case |
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 | 27 |
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 | 26 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | 1 Months Ended | |
Feb. 17, 2023 | 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 | |
Doctors Allergy Formula, LLC Litigation | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 23 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 | |
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 | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment reporting information | ||||
Revenues | $ 2,403 | $ 2,167 | $ 4,556 | $ 4,111 |
Operating income | 389 | 412 | 670 | 587 |
Amortization of intangible assets | (270) | (269) | (544) | (542) |
Asset impairments | (5) | (37) | (6) | (50) |
Restructuring, integration and separation costs | (12) | (16) | (24) | (26) |
Other expense (income), net | (20) | 83 | (20) | 60 |
Interest income | 8 | 7 | 17 | 13 |
Interest expense | (350) | (319) | (705) | (626) |
Gain on extinguishment of debt | 12 | 0 | 23 | 0 |
Foreign exchange and other | (11) | (21) | (26) | (31) |
Income (loss) before income taxes | 48 | 79 | (21) | (57) |
Salix | ||||
Segment reporting information | ||||
Revenues | 558 | 557 | 1,057 | 1,053 |
International | ||||
Segment reporting information | ||||
Revenues | 276 | 259 | 541 | 506 |
Solta Medical | ||||
Segment reporting information | ||||
Revenues | 102 | 88 | 190 | 161 |
Diversified | ||||
Segment reporting information | ||||
Revenues | 251 | 228 | 453 | 425 |
Bausch + Lomb | ||||
Segment reporting information | ||||
Revenues | 1,216 | 1,035 | 2,315 | 1,966 |
Operating Segment | ||||
Segment reporting information | ||||
Revenues | 2,403 | 2,167 | 4,556 | 4,111 |
Operating income | 950 | 881 | 1,762 | 1,626 |
Operating Segment | Salix | ||||
Segment reporting information | ||||
Revenues | 558 | 557 | 1,057 | 1,053 |
Operating income | 377 | 386 | 706 | 700 |
Operating Segment | International | ||||
Segment reporting information | ||||
Revenues | 276 | 259 | 541 | 506 |
Operating income | 86 | 68 | 173 | 145 |
Operating Segment | Solta Medical | ||||
Segment reporting information | ||||
Revenues | 102 | 88 | 190 | 161 |
Operating income | 47 | 45 | 87 | 81 |
Operating Segment | Diversified | ||||
Segment reporting information | ||||
Revenues | 251 | 228 | 453 | 425 |
Operating income | 166 | 138 | 280 | 245 |
Operating Segment | Bausch + Lomb | ||||
Segment reporting information | ||||
Revenues | 1,216 | 1,035 | 2,315 | 1,966 |
Operating income | 274 | 244 | 516 | 455 |
Corporate | ||||
Segment reporting information | ||||
Operating income | $ (254) | $ (230) | $ (498) | $ (481) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,403 | $ 2,167 | $ 4,556 | $ 4,111 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,085 | 946 | 2,022 | 1,769 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 547 | 496 | 1,059 | 975 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 490 | 461 | 925 | 855 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 258 | 243 | 502 | 469 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 23 | 21 | 48 | 43 |
Salix | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 558 | 557 | 1,057 | 1,053 |
Salix | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 557 | 558 | 1,056 | 1,054 |
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 | (1) | 1 | (1) |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 276 | 259 | 541 | 506 |
International | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 63 | 60 | 121 | 117 |
International | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 41 | 39 | 80 | 78 |
International | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 157 | 148 | 310 | 286 |
International | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15 | 12 | 30 | 25 |
Solta Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102 | 88 | 190 | 161 |
Solta Medical | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Solta Medical | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102 | 88 | 190 | 161 |
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 | 251 | 228 | 453 | 425 |
Diversified | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 220 | 194 | 391 | 356 |
Diversified | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2 | 1 | 3 | 3 |
Diversified | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25 | 27 | 50 | 54 |
Diversified | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4 | 6 | 9 | 12 |
Bausch + Lomb | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,216 | 1,035 | 2,315 | 1,966 |
Bausch + Lomb | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 245 | 134 | 454 | 242 |
Bausch + Lomb | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 445 | 408 | 869 | 814 |
Bausch + Lomb | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 447 | 421 | 842 | 774 |
Bausch + Lomb | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 76 | 68 | 142 | 129 |
Bausch + Lomb | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 3 | $ 4 | $ 8 | $ 7 |
SEGMENT INFORMATION - Narrati_2
SEGMENT INFORMATION - Narrative (Details) - product | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
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 | 48% | 47% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,403 | $ 2,167 | $ 4,556 | $ 4,111 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,438 | 1,269 | 2,692 | 2,380 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 122 | 114 | 219 | 202 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 99 | 92 | 189 | 176 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 84 | 75 | 160 | 144 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 78 | 75 | 164 | 150 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 65 | 63 | 126 | 120 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 47 | 48 | 90 | 98 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 41 | 42 | 85 | 85 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 39 | 36 | 75 | 70 |
South Korea | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 34 | 23 | 64 | 45 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 33 | 30 | 66 | 60 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 27 | 25 | 50 | 47 |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 24 | 23 | 48 | 44 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 272 | $ 252 | $ 528 | $ 490 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration Risk | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cencora Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 18% | 18% |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 16% | 14% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 14% | 13% |