Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-14956 | |
Entity Registrant Name | Bausch Health Companies Inc. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Address, Country | CA | |
Entity Tax Identification Number | 98-0448205 | |
Entity Address, Address Line One | 2150 St. Elzéar Blvd. West | |
Entity Address, City or Town | Laval | |
Entity Address, State or Province | QC | |
Entity Address, Postal Zip Code | H7L 4A8 | |
City Area Code | 514 | |
Local Phone Number | 744-6792 | |
Title of 12(b) Security | Common Shares, No Par Value | |
Trading Symbol | BHC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 361,868,131 | |
Entity Central Index Key | 0000885590 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 486 | $ 582 |
Restricted cash and other settlement deposits | 11 | 1,537 |
Trade receivables, net | 1,739 | 1,775 |
Inventories, net | 1,056 | 993 |
Prepaid expenses and other current assets | 718 | 720 |
Total current assets | 4,010 | 5,607 |
Property, plant and equipment, net | 1,507 | 1,598 |
Intangible assets, net | 6,024 | 6,948 |
Goodwill | 12,044 | 12,457 |
Deferred tax assets, net | 2,372 | 2,252 |
Other non-current assets | 341 | 340 |
Total assets | 26,298 | 29,202 |
Current liabilities: | ||
Accounts payable | 486 | 407 |
Accrued and other current liabilities | 2,934 | 4,791 |
Current portion of long-term debt | 411 | 0 |
Total current liabilities | 3,831 | 5,198 |
Acquisition-related contingent consideration | 189 | 202 |
Non-current portion of long-term debt | 20,804 | 22,654 |
Deferred tax liabilities, net | 422 | 529 |
Other non-current liabilities | 619 | 653 |
Total liabilities | 25,865 | 29,236 |
Commitments and contingencies (Note 18) | ||
Equity (Deficit) | ||
Common shares, no par value, unlimited shares authorized, 361,781,292 and 359,405,748 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 10,387 | 10,317 |
Additional paid-in capital | 129 | 462 |
Accumulated deficit | (8,776) | (8,961) |
Accumulated other comprehensive loss | (2,265) | (1,924) |
Total Bausch Health Companies Inc. shareholders’ deficit | (525) | (106) |
Noncontrolling interest | 958 | 72 |
Total equity (deficit) | 433 | (34) |
Total liabilities and equity (deficit) | $ 26,298 | $ 29,202 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common shares, issued (in shares) | 361,781,292 | 359,405,748 |
Common shares, outstanding (in shares) | 361,781,292 | 359,405,748 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Revenues | $ 2,046 | $ 2,111 | $ 5,931 | $ 6,238 |
Expenses | ||||
Selling, general and administrative | 661 | 653 | 1,959 | 1,944 |
Research and development | 133 | 121 | 387 | 348 |
Amortization of intangible assets | 290 | 338 | 902 | 1,055 |
Goodwill impairments | 119 | 0 | 202 | 469 |
Asset impairments, including loss on assets held for sale | 1 | 18 | 15 | 213 |
Restructuring, integration, separation and IPO costs | 10 | 8 | 58 | 29 |
Other expense (income), net | 4 | (183) | 6 | 329 |
Total expenses | 1,802 | 1,537 | 5,241 | 6,155 |
Operating income | 244 | 574 | 690 | 83 |
Interest income | 3 | 2 | 8 | 6 |
Interest expense | (385) | (351) | (1,157) | (1,083) |
Gain (loss) on extinguishment of debt | 570 | (12) | 683 | (62) |
Foreign exchange and other | 7 | 3 | 4 | 11 |
Income (loss) before income taxes | 439 | 216 | 228 | (1,045) |
(Provision for) benefit from income taxes | (36) | (25) | (30) | 36 |
Net income (loss) | 403 | 191 | 198 | (1,009) |
Net income attributable to noncontrolling interest | (4) | (3) | (13) | (8) |
Net income (loss) attributable to Bausch Health Companies Inc. | $ 399 | $ 188 | $ 185 | $ (1,017) |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 1.10 | $ 0.52 | $ 0.51 | $ (2.84) |
Diluted (in usd per share) | $ 1.10 | $ 0.52 | $ 0.51 | $ (2.84) |
Weighted-average common shares | ||||
Basic (in shares) | 362.5 | 359.6 | 361.8 | 358.5 |
Diluted (in shares) | 363.4 | 364 | 363.7 | 358.5 |
Product sales | ||||
Revenues | ||||
Revenues | $ 2,026 | $ 2,088 | $ 5,871 | $ 6,167 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | 578 | 574 | 1,691 | 1,742 |
Other revenues | ||||
Revenues | ||||
Revenues | 20 | 23 | 60 | 71 |
Expenses | ||||
Cost of goods sold (excluding amortization and impairments of intangible assets) and Cost of other revenues | $ 6 | $ 8 | $ 21 | $ 26 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 403 | $ 191 | $ 198 | $ (1,009) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (243) | (80) | (465) | (128) |
Pension and postretirement benefit plan adjustments, net of income taxes | (1) | (1) | 6 | (1) |
Other comprehensive loss | (244) | (81) | (459) | (129) |
Comprehensive income (loss) | 159 | 110 | (261) | (1,138) |
Comprehensive income attributable to noncontrolling interest | (23) | (3) | (32) | (9) |
Comprehensive income (loss) attributable to Bausch Health Companies Inc. | $ 136 | $ 107 | $ (293) | $ (1,147) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - 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, 2020 | 355,400,000 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 605 | $ 535 | $ 10,227 | $ 454 | $ (8,013) | $ (2,133) | $ 70 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 3,800,000 | ||||||
Common shares issued under share-based compensation plans | 21 | 21 | $ 85 | (64) | |||
Share-based compensation | 95 | 95 | 95 | ||||
Employee withholding taxes related to share-based awards | (48) | (48) | (48) | ||||
Release of foreign currency translation losses upon disposal of assets held for sale | 340 | 340 | 340 | ||||
Noncontrolling interest distributions | (10) | (10) | |||||
Net income (loss) | (1,009) | (1,017) | (1,017) | 8 | |||
Other comprehensive (loss) income | (129) | (130) | (130) | 1 | |||
Ending Balance (in shares) at Sep. 30, 2021 | 359,200,000 | ||||||
Ending Balance at Sep. 30, 2021 | (135) | (204) | $ 10,312 | 437 | (9,030) | (1,923) | 69 |
Beginning Balance (in shares) at Jun. 30, 2021 | 358,700,000 | ||||||
Beginning Balance at Jun. 30, 2021 | (611) | (687) | $ 10,300 | 413 | (9,218) | (2,182) | 76 |
Increase (Decrease) in Shareholders' Equity | |||||||
Common shares issued under share-based compensation plans (in shares) | 500,000 | ||||||
Common shares issued under share-based compensation plans | 6 | 6 | $ 12 | (6) | |||
Share-based compensation | 33 | 33 | 33 | ||||
Employee withholding taxes related to share-based awards | (3) | (3) | (3) | ||||
Release of foreign currency translation losses upon disposal of assets held for sale | 340 | 340 | 340 | ||||
Noncontrolling interest distributions | (10) | (10) | |||||
Net income (loss) | 191 | 188 | 188 | 3 | |||
Other comprehensive (loss) income | (81) | (81) | (81) | ||||
Ending Balance (in shares) at Sep. 30, 2021 | 359,200,000 | ||||||
Ending Balance at Sep. 30, 2021 | $ (135) | (204) | $ 10,312 | 437 | (9,030) | (1,923) | 69 |
Beginning Balance (in shares) at Dec. 31, 2021 | 359,405,748 | 359,400,000 | |||||
Beginning Balance at Dec. 31, 2021 | $ (34) | (106) | $ 10,317 | 462 | (8,961) | (1,924) | 72 |
Increase (Decrease) in Shareholders' Equity | |||||||
Proceeds from B+L initial public offering, net of costs (Note 2) | 675 | (190) | (327) | 137 | 865 | ||
Common shares issued under share-based compensation plans (in shares) | 2,400,000 | ||||||
Common shares issued under share-based compensation plans | 3 | 3 | $ 70 | (67) | |||
Share-based compensation | 91 | 91 | 91 | ||||
Employee withholding taxes related to share-based awards | (30) | (30) | (30) | ||||
Noncontrolling interest distributions | (11) | (11) | |||||
Net income (loss) | 198 | 185 | 185 | 13 | |||
Other comprehensive (loss) income | $ (459) | (478) | (478) | 19 | |||
Ending Balance (in shares) at Sep. 30, 2022 | 361,781,292 | 361,800,000 | |||||
Ending Balance at Sep. 30, 2022 | $ 433 | (525) | $ 10,387 | 129 | (8,776) | (2,265) | 958 |
Beginning Balance (in shares) at Jun. 30, 2022 | 361,600,000 | ||||||
Beginning Balance at Jun. 30, 2022 | 253 | (693) | $ 10,380 | 104 | (9,175) | (2,002) | 946 |
Increase (Decrease) in Shareholders' Equity | |||||||
Proceeds from B+L initial public offering, net of costs (Note 2) | 137 | ||||||
Common shares issued under share-based compensation plans (in shares) | 200,000 | ||||||
Common shares issued under share-based compensation plans | 0 | 0 | $ 7 | (7) | |||
Share-based compensation | 33 | 33 | 33 | ||||
Employee withholding taxes related to share-based awards | (1) | (1) | (1) | ||||
Noncontrolling interest distributions | (11) | (11) | |||||
Net income (loss) | 403 | 399 | 399 | 4 | |||
Other comprehensive (loss) income | $ (244) | (263) | (263) | 19 | |||
Ending Balance (in shares) at Sep. 30, 2022 | 361,781,292 | 361,800,000 | |||||
Ending Balance at Sep. 30, 2022 | $ 433 | $ (525) | $ 10,387 | $ 129 | $ (8,776) | $ (2,265) | $ 958 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 198 | $ (1,009) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of intangible assets | 1,034 | 1,189 |
Amortization and write-off of debt premiums, discounts and issuance costs | 86 | 42 |
Asset impairments, including loss on assets held for sale | 15 | 213 |
Goodwill impairments | 202 | 469 |
Acquisition-related contingent consideration | 2 | 8 |
Allowances for losses on trade receivable and inventories | 36 | 51 |
Deferred income taxes | (195) | (137) |
Net gain on sale of assets | (3) | (2) |
Adjustments to accrued legal settlements | 7 | 534 |
Payments of accrued legal settlements | (1,572) | (144) |
Share-based compensation | 91 | 95 |
Foreign exchange (gain) loss | (1) | 8 |
Gain excluded from hedge effectiveness | (3) | (17) |
(Gain) loss on extinguishment of debt | (683) | 62 |
Third party fees paid in connection with the Exchange Offer | (31) | 0 |
Payments of contingent consideration adjustments, including accretion | (1) | (16) |
Other | (11) | (33) |
Changes in operating assets and liabilities: | ||
Trade receivables | (26) | (177) |
Inventories | (194) | (62) |
Prepaid expenses and other current assets | (32) | 37 |
Accounts payable, accrued and other liabilities | (122) | 291 |
Net cash (used in) provided by operating activities | (1,203) | 1,402 |
Cash Flows From Investing Activities | ||
Purchases of property, plant and equipment | (152) | (191) |
Payments for intangible and other assets | (20) | (9) |
Purchases of marketable securities | (15) | (14) |
Proceeds from sale of marketable securities | 20 | 11 |
Proceeds from sale of assets and businesses, net of costs to sell | 0 | 669 |
Interest settlements from cross-currency swaps | 0 | 23 |
Net cash (used in) provided by investing activities | (167) | 489 |
Cash Flows From Financing Activities | ||
Issuance of long-term debt, net of discounts | 6,481 | 1,576 |
Repayments of long-term debt | (7,224) | (3,200) |
Proceeds from B+L initial public offering, net of costs | 675 | 0 |
Payments of employee withholding taxes related to share-based awards | (30) | (48) |
Payments of acquisition-related contingent consideration | (19) | (77) |
Payments of financing costs | (71) | (48) |
Other | (10) | 9 |
Net cash used in financing activities | (198) | (1,788) |
Effect of exchange rate changes on cash, cash equivalents and other | (54) | (15) |
Net (decrease) increase in cash, cash equivalents, restricted cash and other settlement deposits | (1,622) | 88 |
Cash, cash equivalents, restricted cash and other settlement deposits, beginning of period | 2,119 | 1,816 |
Cash, cash equivalents, restricted cash and other settlement deposits, end of period | 497 | 1,904 |
Cash and cash equivalents | 486 | 690 |
Restricted cash and other settlement deposits | 11 | 1,214 |
Cash, cash equivalents, restricted cash and other settlement deposits, end of period | $ 497 | $ 1,904 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | DESCRIPTION OF BUSINESS Bausch Health Companies Inc. (the “Company” or “Bausch Health”) is a multinational, specialty pharmaceutical and medical device company that develops, manufactures and markets, primarily in the therapeutic areas of gastroenterology (“GI”) and dermatology, a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and medical aesthetic devices and, through its approximately 89% ownership of Bausch + Lomb Corporation (“Bausch + Lomb”), branded, and branded generic pharmaceuticals, OTC products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment) in the therapeutic area of eye health. The Company’s products are marketed directly or indirectly in approximately 100 countries. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying unaudited Consolidated Financial Statements have been prepared by the Company in U.S. dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2022. The unaudited Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021. The unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Separation of the Bausch + Lomb Eye Health Business On August 6, 2020, the Company announced its intentions to separate its eye health business into an independent publicly traded entity from the remainder of Bausch Health (the “B+L Separation”). In January 2022, the Company completed the internal organizational design and structure of the new eye health entity, Bausch + Lomb, as previously announced. The registration statement related to the initial public offering (“IPO”) of Bausch + Lomb (the “B+L IPO”) was declared effective on May 5, 2022, and Bausch + Lomb’s common stock began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the ticker symbol “BLCO” on May 6, 2022. Prior to the effectiveness of the registration statement, Bausch + Lomb was an indirect wholly-owned subsidiary of the Company. On May 10, 2022, a wholly owned subsidiary of the Company (the “Selling Shareholder”) sold 35,000,000 common shares of Bausch + Lomb, at an offering price of $18.00 per share, pursuant to the B+L IPO. In addition, the Selling Shareholder granted the underwriters an option for a period of 30 days from the date of the B+L IPO to purchase up to an additional 5,250,000 common shares to cover over-allotments at the IPO price less underwriting commissions. On May 31, 2022, the underwriters partially exercised the over-allotment option granted by the Selling Shareholder and, on June 1, 2022, the Selling Shareholder sold an additional 4,550,357 common shares of Bausch + Lomb at an offering price of $18.00 per share (less applicable underwriting discount). The remainder of the over-allotment option granted to the underwriters expired. Upon the closing of the B+L IPO and after giving effect to the partial exercise of the over-allotment option, Bausch Health indirectly holds 310,449,643 Bausch + Lomb common shares, which represent approximately 89% of Bausch + Lomb’s outstanding common shares. The aggregate net proceeds from the B+L IPO and the partial exercise of the over-allotment option by the underwriters, after deducting underwriting commissions were approximately $675 million. The Company continues to believe that completing the B+L Separation makes strategic sense. The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of applicable shareholder and other necessary approvals. The Company continues to evaluate all factors and considerations related to completing the B+L Separation, including the effect of the Norwich Legal Decision (see “ Xifaxan ® Paragraph IV Proceedings ” of Note 18, “LEGAL PROCEEDINGS”) on the B+L Separation. The B+L IPO established two separate companies that include: (i) a diversified pharmaceutical company which includes the Company’s Salix, International (formerly International Rx), Diversified (dentistry, neurology, medical dermatology and generics pharmaceutical) products, and Solta aesthetic medical device businesses and (ii) a fully integrated eye health company which consists of the Bausch + Lomb Vision Care, Surgical and Ophthalmic Pharmaceuticals businesses. Other than the effects of the B+L IPO described above, these unaudited Consolidated Financial Statements do not include any adjustments to give effect to the B+L Separation. Impacts of COVID-19 Pandemic The unprecedented nature of the COVID-19 pandemic has had, and continues to have, an adverse impact on the global economy. The COVID-19 pandemic and the reactions of governments, private sector participants and the public in an effort to contain the spread of the COVID-19 virus and/or address its impacts have had significant direct and indirect effects on businesses and commerce. This includes, but is not limited to, disruption to supply chains, employee base and transactional activity, facilities closures and production suspensions. The extent to which these events may continue to impact the Company’s business, financial condition, cash flows and results of operations, in particular, will depend on future developments which are highly uncertain and many of which are outside the Company’s control. Such developments include the availability and effectiveness of vaccines for the COVID-19 virus, the ultimate geographic spread and duration of the pandemic, COVID-19 vaccine immunization rates, the extent and duration of a resurgence of the COVID-19 virus and variant strains thereof, such as the delta and omicron variants, new information concerning the severity of the COVID-19 virus, the effectiveness and intensity of measures to contain the COVID-19 virus and the economic impact of the pandemic and the reactions to it. Such developments, among others, depending on their nature, duration and intensity, could have a significant adverse effect on the Company’s business, financial condition, cash flows and results of operations. To date, the Company has been able to continue its operations with limited disruptions in supply and manufacturing. Although it is difficult to predict the broad macroeconomic effects that the COVID-19 pandemic will have on industries or individual companies, the Company has assessed the possible effects and outcomes of the pandemic on, among other things, its supply chain, customers and distributors, discounts and rebates, employee base, product sustainability, research and development efforts, product pipeline and consumer demand and currently believes that its estimates are reasonable. Initial Public Offering of Solta Medical Business On August 3, 2021, the Company announced its intentions to conduct an IPO of its aesthetic medical device business, Solta Medical (formerly Global Solta) (the “Solta IPO”). In January 2022, the Company completed the internal organizational design and structure of the new Solta Medical entity, Solta Medical Corporation (“Solta” or “Solta Medical”). On June 16, 2022, as a result of challenging market conditions and other factors, the Company announced it was suspending its plans for the Solta IPO. Solta will remain part of Bausch Health, as the Company plans to revisit alternate paths for its Solta medical aesthetic devices business. Use of Estimates In preparing the unaudited Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that the COVID-19 pandemic will have on its operations and cash flows. The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates and the differences could be material. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. Principles of Consolidation The unaudited Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. Changes in Reportable Segments Commencing in the first quarter of 2022, the Company operates in the following reportable segments: (i) Salix, (ii) International (formerly International Rx), (iii) Solta Medical, (iv) Diversified Products and (v) Bausch + Lomb. Prior to the first quarter of 2022, the Company operated in the following reportable segments: (i) Salix, (ii) International Rx, (iii) Ortho |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, principally in the therapeutic areas of GI, 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 primarily in the areas of dermatology and topical medication. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 19, “SEGMENT INFORMATION” for the disaggregation of revenue which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by the economic factors of each category of customer contracts. Product Sales Provisions As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at reported net product sales. The transaction price for product sales is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers. Provisions for variable consideration are established to reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks, and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company’s products. These judgments include the potential impact of the COVID-19 pandemic on, among other things, unemployment and related changes in customer health insurance levels, customer behaviors during the COVID-19 pandemic and government stimulus bills that focus on ensuring availability and access to lifesaving drugs during a public health crisis. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or require an adjustment related to past sales, or both. If the trend in actual amounts of variable consideration varies from the Company’s prior estimates, the Company adjusts these estimates when such trend is believed to be sustainable. At that time, the Company would record the necessary adjustments which would affect net product revenue and earnings reported in the current period. The Company applies this method consistently for contracts with similar characteristics. Over the last several years, the Company has increased its focus on maximizing operational efficiencies and continues to take actions to reduce product returns, including, but not limited to: (i) monitoring and reducing customer inventory levels, (ii) instituting disciplined pricing policies and (iii) improving contracting. These actions have had the effect of improving the sales return experience, primarily related to branded and generic products. Sales return provisions for the nine months ended September 30, 2022 and 2021 were $84 million and $94 million, respectively, and include reductions in variable consideration for sales return provisions related to past sales of approximately $21 million and $28 million for the three months ended September 30, 2022 and 2021, respectively. The following tables present the activity and ending balances of the Company’s variable consideration provisions for the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 427 84 1,911 1,558 165 4,145 Payments and credits (452) (145) (1,847) (1,532) (88) (4,064) Reserve balances, September 30, 2022 $ 197 $ 421 $ 1,008 $ 196 $ 122 $ 1,944 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $43 million and $36 million as of September 30, 2022 and January 1, 2022, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits during the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2021 $ 190 $ 575 $ 779 $ 184 $ 85 $ 1,813 Current period provisions 472 94 1,842 1,487 167 4,062 Payments and credits (448) (167) (1,619) (1,524) (166) (3,924) Reserve balances, September 30, 2021 $ 214 $ 502 $ 1,002 $ 147 $ 86 $ 1,951 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $38 million and $32 million as of September 30, 2021 and January 1, 2021, respectively. Included as a reduction of Distribution fees in the table above are price appreciation credits of approximately $1 million during the nine months ended September 30, 2021. Contract Assets and Contract Liabilities There are no contract assets for any period presented. Contract liabilities consist of deferred revenue, the balance of which is not material to any period presented. Allowance for Credit Losses An allowance is maintained for potential credit losses. The Company estimates the current expected credit loss on its receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of 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 nine months ended September 30, 2022 and 2021 is as follows. (in millions) 2022 2021 Balance, beginning of period $ 35 $ 39 Provision for expected credit losses (2) (1) Write-offs charged against the allowance — (3) Recoveries of amounts previously written off 4 2 Foreign exchange and other (3) — Balance, end of period $ 34 $ 37 |
LICENSING AGREEMENTS AND DIVEST
LICENSING AGREEMENTS AND DIVESTITURE | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
LICENSING AGREEMENTS AND DIVESTITURE | LICENSING AGREEMENTS AND DIVESTITURE Licensing Agreements In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions. Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated. Divestiture of Amoun Pharmaceutical Company S.A.E. (“Amoun”) On March 31, 2021, the Company announced that it and certain of its affiliates had entered into a definitive agreement to sell all of its equity interests in Amoun for total gross consideration of approximately $740 million (including the assignment to the purchasing entity of an intercompany loan granted by the Company to Amoun), subject to certain adjustments (the “Amoun Sale”). The Amoun Sale closed on July 26, 2021. As part of the Amoun Sale, cash generated by Amoun during the period from the locked-box date of January 1, 2021 through closing was for the benefit of the purchasing entity, subject to working capital during such period. Amoun manufactures, markets and distributes branded generics of human and animal health products. The Amoun business was part of the International segment (previously included within the former Bausch + Lomb/International Rx segment) and was reclassified as held for sale as of December 31, 2020. As a result of meeting the criteria for held for sale classification, the carrying value of the Amoun business was adjusted to its estimated fair value, less costs to sell, and the Company recognized an impairment loss of $88 million during the nine months ended September 30, 2021, included within Asset impairments, including loss on assets held for sale in the Consolidated Statements of Operations. In connection with completing the Amoun Sale, the Company recognized an additional loss of $26 million during the three months ended September 30, 2021, included within Other (income) expense, net in the Combined Statements of Operations. Revenues associated with Amoun were $20 million and $157 million for the three and nine months ended September 30, 2021, respectively. |
RESTRUCTURING, INTEGRATION, SEP
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS | RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS Restructuring and Integration Costs The Company evaluates opportunities to improve its operating results and 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 liability associated with restructuring and integration costs as of September 30, 2022 was $13 million. The Company incurred $28 million and $9 million of restructuring and integration costs and made payments of $37 million and $13 million during the nine months ended September 30, 2022 and 2021, respectively. Separation Costs, Separation-related Costs, IPO Costs and IPO-related Costs The Company has incurred, and expects to continue to incur costs associated with activities relating to the B+L Separation. The Company also incurred costs associated with activities relating to the Solta IPO, which was suspended in June 2022. These B+L Separation and Solta IPO activities include: (i) separating the Bausch + Lomb and Solta Medical businesses from the remainder of the Company, (ii) completing the B+L IPO and preparing for the suspended Solta IPO and (iii) the actions necessary for Bausch + Lomb to become an independent publicly traded entity. Separation and IPO costs are incremental costs directly related to the ongoing B+L Separation and the suspended Solta IPO and include, but are not limited to: (i) legal, audit and advisory fees, (ii) talent acquisition costs and (iii) costs associated with establishing a new board of directors and related board committees for the Bausch + Lomb and Solta Medical entities. Included in Restructuring, integration, separation and IPO costs for the nine months ended September 30, 2022 and 2021 are separation and IPO costs of $30 million and $20 million, respectively. The Company has also incurred, and expects to continue to incur with respect to the B+L Separation, separation-related and IPO-related costs which are incremental costs indirectly related to the B+L Separation and the suspended Solta IPO including, but are not limited to: (i) IT infrastructure and software licensing costs, (ii) rebranding costs and (iii) costs associated with facility relocation and/or modification. Included in Selling, general and administrative for the nine months ended September 30, 2022 and 2021 are separation-related and IPO-related costs of $84 million and $91 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 | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: September 30, 2022 December 31, 2021 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 24 $ 13 $ 11 $ — $ 76 $ 58 $ 18 $ — Restricted cash and other settlement deposits $ 11 $ 11 $ — $ — $ 1,537 $ 1,537 $ — $ — Foreign currency exchange contracts $ 3 $ — $ 3 $ — $ 1 $ — $ 1 $ — Cross-currency swaps $ 14 $ — $ 14 $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ 224 $ — $ — $ 224 $ 241 $ — $ — $ 241 Foreign currency exchange contracts $ 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 Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature. Cash, cash equivalents and restricted cash and other settlements as presented in the Consolidated Balance Sheet as of September 30, 2022 includes $297 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 operations, investing and financing activities of Bausch + Lomb, is expected to be retained by Bausch + Lomb entities and are generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders. As of December 31, 2021, Restricted cash and other settlement deposits included $1,210 million of payments into an escrow fund under the terms of the Securities Class Action Settlement (as defined in Note 18, “LEGAL PROCEEDINGS”), which was subject to one objector’s appeal of the final court approval of the agreement. The period to file a petition for an appeal with the U.S. Supreme Court expired on August 10, 2022 and the objector did not file such a petition. The expiration of this deadline means the Securities Class Action Settlement has become “final”, as no more appeals can be filed. As a result, the Company's rights to the funds in escrow were extinguished and the Company reduced Restricted cash and other settlement deposits with a corresponding reduction to liabilities for legal settlements, included in Accrued and other current liabilities on the Company's Consolidated Balance Sheets, by $1,210 million in the three months ended September 30, 2022. See “U.S. Securities Litigation - Opt -Out Litigation” of Note 18, “LEGAL PROCEEDINGS” for additional details. There were no transfers into or out of Level 3 assets or liabilities during the nine months ended September 30, 2022. Cross-currency Swaps During the third quarter of 2022, Bausch + Lomb entered into cross-currency swaps, with aggregate notional amounts of $1,000 million, to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements from fluctuation in exchange rates. The euro-denominated net investment being hedged is Bausch + Lomb’s investment in certain Bausch + Lomb euro-denominated subsidiaries. The accounting for changes in the fair value of a derivative instrument depends on whether the instrument has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. For derivative instruments designated and qualifying as hedging instruments, the hedging instrument must be designated, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of the foreign currency exposure of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the Consolidated Statements of Operations during the current period. 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 fair value is determined via a mark-to-market analysis, using observable (Level 2) inputs. These inputs may include: (i) the foreign currency exchange spot rate between the euro and U.S. dollar, (ii) the interest rate yield curves in the euro and U.S. dollar and (iii) the credit risk rating for each applicable counterparty. The net change in fair value of cross-currency swaps is reported as a gain or loss in the Consolidated Statements of Comprehensive Income (Loss) as part of Foreign currency translation adjustment to the extent they are effective, and remain in Accumulative Comprehensive Income until either the sale or complete, or substantially complete, liquidation of the subsidiary. No portion of the cross-currency swaps were ineffective for the periods presented. Bausch + Lomb uses the spot method of assessing hedge effectiveness. Bausch + Lomb has elected to amortize amounts excluded from the assessment of effectiveness over the term of its cross-currency swaps as Interest expense in the Consolidated Statements of Operations. The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Consolidated Balance Sheet as of September 30, 2022 are as follows: (in millions) Other non-current assets $ 11 Prepaid expenses and other current assets $ 3 Net fair value $ 14 During 2019, the Company entered into cross-currency swaps, with aggregate notional amounts of $1,250 million, to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its Consolidated Financial Statements from fluctuation in exchange rates. The euro-denominated net investment being hedged was the Company’s investment in certain euro-denominated subsidiaries. The Company unwound these cross-currency swaps during November 2021. As a result, there were no assets or liabilities related to the cross-currency swaps included in the Consolidated Balance Sheets as of December 31, 2021. The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Gain recognized in Other comprehensive loss $ 11 $ 28 $ 11 $ 57 Gain excluded from assessment of hedge effectiveness $ 3 $ 6 $ 3 $ 17 Location of gain of excluded component Interest Expense Interest Expense Interest settlement of the 2022 cross-currency swaps occurs in January and July each year, with the first settlement in January 2023. Future settlements of the 2022 cross-currency swaps will be reported as investing activities in the Consolidated Statements of Cash Flows. During the nine months ended September 30, 2022 and 2021, the Company received $0 and $23 million, respectively, in interest settlements which are reported as investing activities in the Consolidated Statements of Cash Flows. Foreign Currency Exchange Contracts As of September 30, 2022, the Company's outstanding foreign currency exchange contracts had an aggregate notional amount of $394 million. The Company’s foreign currency exchange contracts are remeasured at each reporting date to reflect changes in their fair values determined using forward rates, which are observable market inputs, multiplied by the notional amount. The Company’s foreign currency exchange contracts are economically hedging the foreign exchange exposure on certain of the Company’s intercompany balances. These contracts have not been designated as an accounting hedge, and therefore the net change in their fair value is reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other. Settlements of the Company’s foreign currency exchange contracts are reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other and reported as operating activities in the Consolidated Statements of Cash Flows. The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are as follows: (in millions) September 30, December 31, Accrued and other current liabilities $ (6) $ — Prepaid expenses and other current assets $ 3 $ 1 Net fair value $ (3) $ 1 The following table presents the effect of the Company’s foreign exchange contracts on the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Gain (loss) related to changes in fair value $ 7 $ 2 $ (3) $ 7 Loss related to settlements $ (18) $ (5) $ (21) $ (14) Acquisition-related Contingent Consideration Obligations The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At September 30, 2022, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 6% to 18%, and a weighted average risk-adjusted discount rate of 7%. The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at September 30, 2022. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021: September 30, (in millions) 2022 2021 Balance, beginning of period $ 241 $ 328 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 12 $ 12 Fair value adjustments due to changes in estimates of other future payments (10) (4) Acquisition-related contingent consideration 2 8 Payments/Settlements (19) (93) Foreign currency translation adjustment included in other comprehensive loss — 1 Balance, end of period 224 244 Current portion included in Accrued and other current liabilities 35 37 Non-current portion $ 189 $ 207 Fair Value of Long-term Debt The fair value of long-term debt as of September 30, 2022 and December 31, 2021 was $13,450 million and $22,689 million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2) . |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consist of: (in millions) September 30, December 31, Raw materials $ 302 $ 279 Work in process 120 112 Finished goods 634 602 $ 1,056 $ 993 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The major components of intangible assets consist of: September 30, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,748 $ (16,902) $ 3,846 $ 20,842 $ (16,169) $ 4,673 Corporate brands 892 (520) 372 902 (473) 429 Product rights/patents 3,305 (3,197) 108 3,321 (3,174) 147 Partner relationships 135 (135) — 158 (158) — Technology and other 191 (191) — 207 (206) 1 Total finite-lived intangible assets 25,271 (20,945) 4,326 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 26,969 $ (20,945) $ 6,024 $ 27,128 $ (20,180) $ 6,948 Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Asset impairments in the Consolidated Statement of Operations. The Company continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are present. Asset impairments, including loss on assets held for sale, for the nine months ended September 30, 2022 were $15 million and include: (i) impairments of $10 million, in aggregate, due to decreases in forecasted sales of certain product lines and (ii) impairments of $5 million, in aggregate, related to the discontinuance of certain product lines. Xifaxan ® intangible assets included in the unaudited Consolidated Balance Sheets had a carrying value of $2,828 million and an estimated remaining useful life of 63 months as of September 30, 2022. On August 10, 2022, a court held, that among other findings, that certain U.S. patents protecting the composition and use of Xifaxan ® for treating inflammatory bowel syndrome with diarrhea (“IBS-D”) were invalid (the “Norwich Legal Decision”). On August 16, 2022, the Company appealed the Norwich Legal Decision and intends to vigorously defend its Xifaxan ® intellectual property. See “ Xifaxan ® Paragraph IV Proceedings ” of Note 18, “LEGAL PROCEEDINGS” for details of this litigation matter and the Company’s response. Xifaxan ® revenues were $1,216 million and $1,194 million for the nine months ended September 30, 2022 and 2021, respectively. As the ultimate outcome of the Norwich Legal Decision and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® , the Company determined that the ruling in the Norwich Legal Decision constituted an event requiring assessment of the Xifaxan ® intangible assets for potential impairment. The Company performed this assessment using a probability-weighted undiscounted cash flow analysis, with a base case representing the Company’s most recent cash flow projections as revised in the third quarter of 2022, as well as different scenarios representing a range of different outcomes which address, among other things, the timing of when a competitor or competitors will be able to successfully launch a generic version to Xifaxan ® , if they are able to launch one at all. This assessment resulted in no impairment of the carrying value of the Xifaxan ® intangible assets as of September 30, 2022. The Company also determined that no change to the remaining useful lives of its Xifaxan ® intangible assets was required as of September 30, 2022. It is possible that the Norwich Legal Decision and other potential future developments: (i) may adversely impact the estimated future cash flows associated with these products, which could result in an impairment of the value of these intangible assets in one or more future periods and (ii) may result in shortened useful lives of the Xifaxan ® intangible assets, which would increase amortization expense in future periods. Any such impairment or shortening of the useful lives of Xifaxan ® could be material to the results of operations of the Company in the period or periods in which they were to occur. Asset impairments, including loss on assets held for sale, for the nine months ended September 30, 2021 were $213 million and include: (i) $105 million, in aggregate, due to decreases in forecasted sales of certain product lines, (ii) an adjustment of $88 million due to the loss on assets held for sale in connection with the Amoun Sale and (iii) impairments of $20 million, in aggregate, related to the discontinuance of certain product lines. Estimated amortization expense of finite-lived intangible assets for the remainder of 2022 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2022 2023 2024 2025 2026 2027 Thereafter Total Amortization $ 274 $ 1,018 $ 897 $ 792 $ 664 $ 627 $ 54 $ 4,326 Amortization expense related to Xifaxan ® intangible assets amounts to approximately $539 million annually through 2027. Goodwill The changes in the carrying amounts of goodwill during the nine months ended September 30, 2022 and the year ended December 31, 2021 were as follows: (in millions) Bausch + Lomb/ International Bausch + Lomb Salix International Ortho Dermatologics Solta Medical Diversified Products Total Balance, January 1, 2021 $ 5,704 $ — $ 3,159 $ — $ 1,267 $ — $ 2,914 $ 13,044 Realignment of segment goodwill (5,704) 5,395 — 887 — — (578) — Impairment — — — — (469) — — (469) Foreign exchange and other — (77) — (62) — — 21 (118) Balance, December 31, 2021 — 5,318 3,159 825 798 — 2,357 12,457 Realignment of segment goodwill — — — — (798) 115 683 — Impairments — — — — — — (202) (202) Foreign exchange and other — (164) — (99) — — 52 (211) Balance, September 30, 2022 $ — $ 5,154 $ 3,159 $ 726 $ — $ 115 $ 2,890 $ 12,044 Goodwill is not amortized but is tested for impairment at least annually on October 1st at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. The Company performs its annual impairment test by first assessing qualitative factors. Where the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed for that reporting unit (Step 1). The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants. The Company estimates the fair value of a reporting unit using a discounted cash flow model which utilizes Level 3 unobservable inputs. The discounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, projected working capital needs, selling, general and administrative expenses, research and development expenses, capital expenditures, income tax rates, discount rates and terminal growth rates. To estimate fair value, the Company discounts the forecasted cash flows of each reporting unit. The discount rate the Company uses represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. The quantitative fair value test is performed utilizing long-term growth rates and discount rates applied to the estimated cash flows in estimation of fair value. To estimate cash flows beyond the final year of its model, the Company estimates a terminal value by applying an in-perpetuity growth assumption and discount factor to determine the reporting unit’s terminal value. To forecast a reporting unit’s cash flows the Company takes into consideration economic conditions and trends, estimated future operating results, management’s and a market participant’s view of growth rates and product lives, and anticipates future economic conditions. Revenue growth rates inherent in these forecasts are based on input from internal and external market research that compare factors such as growth in global economies, recent industry trends and product life-cycles. Macroeconomic factors such as changes in economies, changes in the competitive landscape including the unexpected loss of exclusivity to the Company’s product portfolio, changes in government legislation, product life-cycles, industry consolidations and other changes beyond the Company’s control could have a positive or negative impact on achieving its targets. Accordingly, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future and such change could be material. First Quarter 2021 - Realignment of Segments Commencing in the first quarter of 2021, the Company began operating in the following reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International, (iv) Ortho Dermatologics and (v) Diversified Products. The Bausch + Lomb segment consisted of the: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units. The Salix segment consisted of the Salix reporting unit. The International segment consisted of the International (formerly International Rx) reporting unit. The Ortho Dermatologics segment consisted of the: (i) Ortho Dermatologics and (ii) Global Solta reporting units. The Diversified Products segment consisted of the: (i) Neurology and Other, (ii) Generics and (iii) Dentistry reporting units. This realignment in segment structure resulted in a change in the Company’s former International reporting unit, which was divided between the International Bausch + Lomb reporting unit and International reporting unit. In addition, as part of the realignment of segment structure, certain products historically included in the Generics reporting unit were included in the U.S. Bausch + Lomb reporting unit. As a result of this realignment, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. Goodwill previously reported in the former International reporting unit was reassigned to the International Bausch + Lomb and International reporting units, and a portion of goodwill previously reported in the former Generics reporting unit was reassigned to the U.S. Bausch + Lomb reporting unit. Immediately prior to the change in reporting units, the Company performed a qualitative fair value assessment for its former: (i) International and (ii) Generics reporting units. Based on the qualitative fair value assessment performed, management believed that it was more likely than not that the carrying values of its former: (i) International and (ii) Generics reporting units were less than their respective fair values and therefore, concluded a quantitative assessment was not required. Immediately following the change in reporting units, as a result of the change in composition of the net assets for its: (i) International Bausch + Lomb, (ii) International and (iii) Generics reporting units, the Company performed a quantitative fair value test. The quantitative fair value test utilized a range of long-term growth rates of 1.0% to 3.0% and a range of discount rates between 11.0% and 12.25%, in estimation of the fair value of the reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 40%, and, therefore, there was no impairment to goodwill. In addition, as the U.S. Bausch + Lomb reporting unit had a change in composition of its net assets related to certain products historically included in the Generics reporting unit now being included in the U.S. Bausch + Lomb reporting unit, the Company performed a qualitative assessment of this reporting unit. Based on the qualitative fair value assessment performed, management believed that it was more likely than not that the carrying value of its current U.S. Bausch + Lomb reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required. 2021 Interim Goodwill Impairment Testing During the interim periods of 2021, with the exception of the Ortho Dermatologics reporting unit, no events occurred, or circumstances changed that would indicate that the fair value of any other reporting unit might be below its carrying value and therefore, no impairments were recorded. During the three months ended March 31, 2021, management identified launches of certain Ortho Dermatologics products which were not going to achieve their trajectories as forecasted once the social restrictions associated with the COVID-19 pandemic began to ease in the U.S. and offices of health care professionals could reopen. In addition, insurance coverage pressures within the U.S. continued to persist limiting patient access to topical acne and psoriasis products. In light of these developments, during the first quarter of 2021, the Company began taking steps to: (i) redirect its R&D spend to eliminate projects it had identified as high cost and high risk, (ii) redirect a portion of its marketing and product development outside the U.S. to geographies where there is better patient access and (iii) reduce its cost structure to be more competitive. As a result, during the three months ended March 31, 2021, the Company revised its long-term forecasts for the Ortho Dermatologics reporting unit. Management believed that these events were indicators that there was less headroom as of March 31, 2021 as compared to the headroom calculated on the date goodwill was last tested for impairment (October 1, 2020). Therefore, a quantitative fair value test for the Ortho Dermatologics reporting unit was performed. The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the first quarter of 2021 to reflect the business changes previously discussed, including a range of potential outcomes, along with a long-term growth rate of 1.0% and a range of discount rates between 9.0% and 10.0%. Based on the quantitative fair value test, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value at March 31, 2021, and the Company recognized a goodwill impairment of $469 million. Second Quarter 2021 - Realignment of Bausch + Lomb Reporting Units Commencing in the second quarter of 2021, the Company changed the way it reviews the financial information of its Bausch + Lomb segment. Beginning in the second quarter of 2021, management no longer reviews the financial information of its Bausch + Lomb segment on a geographic basis, but instead reviews this financial information on a business line basis. This change created a change in the reporting units of the Bausch + Lomb segment. After the change, under its business line view, the Bausch + Lomb segment consisted of the global: (i) Vision Care / Consumer Products, (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units. Prior to the second quarter of 2021, under the geographic view, the Bausch + Lomb segment consisted of the former: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units. As a result of the realignment, goodwill was reassigned to each of the aforementioned reporting units using a relative fair value approach. The change in Bausch + Lomb reporting units did not impact the reported revenues and segment profits of the Bausch + Lomb segment for any prior periods. Immediately prior to the change in its Bausch + Lomb reporting units, the Company performed a qualitative fair value assessment for its former reporting units. Based on the qualitative fair value assessment, management believed that it was more likely than not that the carrying values of its former: (i) U.S. Bausch + Lomb and (ii) International Bausch + Lomb reporting units were less than their respective fair values and, therefore, concluded a quantitative assessment was not required. As a result of the change in composition of net assets, the Company performed a quantitative fair value test of its new: (i) Vision Care / Consumer Products, (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units immediately following the change in the Bausch + Lomb segment. The quantitative fair value test utilized long-term growth rates of 2.0% and 3.0% and a range of discount rates between 7.0% and 10.0%, in estimation of the fair value of the reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 45%, and, therefore, there was no impairment to goodwill. 2021 Annual Goodwill Impairment Test The Company conducted its annual goodwill impairment test as of October 1, 2021 by first assessing qualitative factors. Based on its qualitative assessment as of October 1, 2021, management believed that, with the exception of the Ortho Dermatologics reporting unit, it was more likely than not that the carrying amounts of its reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for those reporting units was not required. As part of its qualitative assessment of the Ortho Dermatologics reporting unit as of October 1, 2021, the Company considered, among other matters, the limited headroom as a result of the impairment to the goodwill of the Ortho Dermatologics reporting unit when last tested (March 31, 2021) and macroeconomic factors such as higher than expected inflation for many commodities, volatility in many of the equity markets and pressures on market interest rates. The Company believed that these facts and circumstances may suggest that it was more likely than not that the fair value of the Ortho Dermatologics reporting unit was less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The Company performed a quantitative fair value test for the Ortho Dermatologics reporting unit as of October 1, 2021, utilizing a long-term growth rate of 1.0% and a discount rate of 9.0%, in estimation of the fair value of this reporting unit. Based on the quantitative fair value test, the fair value of the Ortho Dermatologics reporting unit was approximately 10% greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit. First Quarter 2022 - Realignment of Segments Commencing in the first quarter of 2022, the Company began operating in the following reportable segments: (i) Salix, (ii) International, (iii) Diversified Products, (iv) Solta Medical and (v) Bausch + Lomb. The Salix segment consists of the Salix reporting unit. The International segment consists of the International reporting unit. The Diversified Products segment consists of the: (i) Neurology and Other, (ii) Generics, (iii) Ortho Dermatologics and (iv) Dentistry reporting units. The Solta Medical segment consists of the Solta reporting unit. The Bausch + Lomb segment consists of the: (i) Vision Care (formerly Vision Care / Consumer Products), (ii) Ophthalmic Pharmaceuticals and (iii) Surgical reporting units. As such, the new segment structure does not impact the Company’s reporting units but realigns the two reporting units of the former Ortho Dermatologics segment whereby the Ortho Dermatologics reporting unit is now part of the current Diversified Products segment and the Solta reporting unit is now its own operating and reportable segment, and therefore management concluded that a quantitative fair value test was not required. See Note 19, “SEGMENT INFORMATION” for additional information. March 31, 2022 Interim Assessment of Goodwill During the three months ended March 31, 2022, macroeconomic factors had impacted interest rates and the U.S. inflation rate was higher than previously expected. Given the limited headroom of the Ortho Dermatologics reporting unit as calculated on October 1, 2021, the Company believed that these facts and circumstances suggested the fair value of the Ortho Dermatologics reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the first quarter of 2022 and utilized a long-term growth rate of 1% and a discount rate of 9%. The discount rate contemplated changes in the current macroeconomic conditions noting certain inputs such as the risk free rate increased over the three months ended March 31, 2022, and was offset by decreases in other reporting unit specific risks during the same period. Based on the quantitative fair value test, the fair value of the Ortho Dermatologics reporting unit was less than 2% greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit. June 30, 2022 Interim Assessment of Goodwill Ortho Dermatologics During the three months ended June 30, 2022, increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S. and other macroeconomic factors impacted key assumptions used to value the Ortho Dermatologics reporting unit at March 31, 2022 (the last time goodwill of the Ortho Dermatologics reporting unit was tested). Given the limited headroom of the Ortho Dermatologics reporting unit as calculated on March 31, 2022, the Company believed that these facts and circumstances suggested the fair value of the Ortho Dermatologics reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the second quarter of 2022 which reflected current market conditions and current trends in business performance. The Company’s latest discounted cash flow model for the Ortho Dermatologics reporting unit included a range of potential outcomes for, among other matters, macroeconomic factors such as higher than expected inflation for many commodities, volatility in many of the equity markets and pressures on market interest rates. The quantitative fair value test utilized a long-term growth rate of 1% and a discount rate of 10%. The discount rate had increased 1% since the assessment performed at March 31, 2022, as a result of changes in macroeconomic conditions, including an increase in the risk free rate during the three months ended June 30, 2022. Based on the quantitative fair value test, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value at June 30, 2022, and the Company recognized a goodwill impairment of $83 million. Bausch + Lomb Reporting Units During the period May 6, 2022 (the time Bausch + Lomb’s stock began trading publicly) through June 30, 2022, equity and bond markets were negatively impacted by various macroeconomic and geopolitical factors including, but not limited to: rising inflation rates in the U.S. and abroad, uncertainties created by the Russia/Ukraine conflict, interest rate volatility, COVID-19 related lockdowns and supply issues. The decline in the equity markets negatively impacted the market price for Bausch + Lomb’s common stock which at June 30, 2022 was trading below its IPO offering price. The Company believed that these facts and circumstances suggest the fair value of the three reporting units of the Bausch + Lomb segment could be less than their respective carrying amounts. Therefore, separate quantitative fair value tests were performed for the Vision Care, Surgical and Ophthalmic reporting units of the Bausch + Lomb segment. The quantitative fair value tests utilized Bausch + Lomb’s most recent cash flow projections for each of the reporting units and utilized long-term growth rates of 2% and 3% and discount rates of 9.0% and 11.5%. After completing the testing, the fair value of each of these reporting units exceeded their respective carrying values by more than 25%, and, therefore, there was no impairment to goodwill. During the interim periods of 2022, with the exception of the Ortho Dermatologics reporting unit and the reporting units of the Bausch + Lomb segment, no events occurred, or circumstances changed that would indicate that the fair value of any other reporting unit might be below its carrying value and therefore, no impairment to those reporting units was recorded. September 30, 2022 Interim Assessment of Goodwill Ortho Dermatologics During the third quarter of 2022, the Company continued to monitor the market conditions impacting the Ortho Dermatologics reporting unit. Continued increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S. and other macroeconomic factors impacted key assumptions used to value the Ortho Dermatologics reporting unit at June 30, 2022 (the last time goodwill of the Ortho Dermatologics reporting unit was tested). Based on the impairment of goodwill recognized in the second quarter of 2022 for the Ortho Dermatologics reporting unit, the reporting unit had no headroom as calculated on June 30, 2022, and as such, the Company believed that these facts and circumstances suggested the fair value of the Ortho Dermatologics reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The quantitative fair value test utilized the Company’s most recent cash flow projections which reflect current market conditions and current trends in business performance. The Company’s latest discounted cash flow model for the Ortho Dermatologics reporting unit includes a range of potential outcomes for, among other matters, volatility in many of the equity markets and pressures on market interest rates and macroeconomic factors such as changes in inflation for many commodities. The quantitative fair value test utilized a long-term growth rate of 1% and the discount rate increased from 10.0% at June 30, 2022 to 10.5% at September 30, 2022, which reflects the increases in market interest rates. Based on the quantitative fair value test, the carrying value of the Ortho Dermatologics reporting unit exceeded its fair value at September 30, 2022, and the Company recognized a goodwill impairment of $119 million for the three months ended September 30, 2022. Salix On August 10, 2022, the Norwich Legal Decision was issued that held, among other matters, that certain U.S. Patents protecting the composition and use of Xifaxan ® for treating IBS-D were invalid. On August 16, 2022, the Company appealed the Norwich Legal Decision and intends to vigorously defend its Xifaxan ® intellectual property. See “ Xifaxan ® Paragraph IV Proceedings ” of Note 18, “LEGAL PROCEEDINGS” for details of this litigation matter and the Company’s response. Xifaxan ® revenues represent approximately 80% of the Salix reporting unit’s revenue. The ultimate outcome of the Norwich Legal Decision and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® . As such, the Company believes that the uncertainty of the possible outcomes of the Norwich Legal Decision and the potential impact on Xifaxan ® revenues are indicators that the Salix reporting unit’s fair value could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit. The Company performed its quantitative fair value test using a probability-weighted discounted cash flow analysis, with a base case representing the Company’s most recent cash flow projections as revised in the third quarter of 2022, as well as different scenarios representing a range of different outcomes which address, among other things, the range of possible outcomes of the Norwich Legal Decision and the timing of when a competitor or competitors could be able to successfully launch a generic version of Xifaxan ® , if they are able to launch one at all. The forecasted cash flows under each set of outcomes were discounted utilizing a long-term growth rate of 2.5% and discount rates of 9.75% and 10.0%. The Company assigned a probability weighting to each scenario reflecting its best estimate of likelihood of the outcome resulting in each scenario, and calculated a weighted average of the valuations derived from the discounted cash flows under each scenario using this probability weighting. As of September 30, 2022, the carrying value of the Salix reporting unit was less than its fair value as determined by the Company’s probability-weighted discount valuation model and therefore no impairment was recorded as of September 30, 2022. However, as the Company’s probability-weighted discount valuation includes certain scenarios under which the Company does not retain market exclusivity for Xifaxan ® through January 2028, these probability-weighted fair values of the Salix reporting unit exceeded its carrying value by less than 5%. It is possible that the Norwich Legal Decision and other potential future developments may adversely impact the estimated fair value of the Salix segment in one or more future periods. Any such impairment could be material to the Company’s results of operations in the period in which it were to occur. Other Reporting Units No other events occurred or circumstances changed during the period of October 1, 2021 (the last time goodwill was tested for all other reporting units) through September 30, 2022 that would indicate that the fair value of any reporting unit, other than the Ortho Dermatologics and Salix reporting units and the reporting units of the Bausch + Lomb segment, might be below its carrying value. Accumulated goodwill impairment charges through September 30, 2022 were $4,382 million. |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of: (in millions) September 30, December 31, Legal matters and related fees $ 323 $ 1,890 Product rebates 965 908 Product returns 421 482 Interest 208 328 Employee compensation and benefit costs 279 336 Income taxes payable 66 98 Other 672 749 $ 2,934 $ 4,791 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: September 30, 2022 December 31, 2021 (in millions) Maturity Principal Amount Net of Premiums, Discounts and Issuance Costs Principal Amount Net of Premiums, Discounts and Issuance Costs Senior Secured Credit Facilities: 2018 Restated Credit Agreement 2023 Revolving Credit Facility June 2023 $ — $ — $ 285 $ 285 June 2025 Term Loan B Facility June 2025 — — 2,829 2,772 November 2025 Term Loan B Facility November 2025 — — 994 984 2022 Amended Credit Agreement 2027 Revolving Credit Facility February 2027 450 450 — — February 2027 Term Loan B Facility February 2027 2,469 2,419 — — B+L Credit Facilities B+L Revolving Credit Facility May 2027 — — — — B+L Term Facility May 2027 2,494 2,442 — — Senior Secured Notes: 5.50% Secured Notes November 2025 1,750 1,741 1,750 1,739 6.125% Secured Notes February 2027 1,000 986 — — 5.75% Secured Notes August 2027 500 496 500 495 4.875% Secured Notes June 2028 1,600 1,582 1,600 1,580 11.00% First Lien Secured Notes September 2028 1,774 2,826 — — 14.00% Second Lien Secured Notes October 2030 352 711 — — 9.00% Intermediate Holdco Secured Notes January 2028 999 1,423 — — Senior Unsecured Notes: 6.125% April 2025 — — 2,650 2,640 9.00% December 2025 959 950 1,500 1,482 9.25% April 2026 748 743 1,500 1,489 8.50% January 2027 651 652 1,750 1,754 7.00% January 2028 208 207 750 743 5.00% January 2028 466 462 1,250 1,238 6.25% February 2029 866 857 1,500 1,483 5.00% February 2029 463 459 1,000 990 7.25% May 2029 372 369 750 742 5.25% January 2030 869 861 1,250 1,237 5.25% February 2031 572 567 1,000 989 Other Various 12 12 12 12 Total long-term debt $ 19,574 21,215 $ 22,870 22,654 Less: Current portion of long-term debt 411 — Non-current portion of long-term debt $ 20,804 $ 22,654 Covenant Compliance The Senior Secured Credit Facilities (as defined below), the B+L Credit Facilities (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 September 30, 2022, the amount available for restricted payments under the “builder basket” in the Company’s most restrictive indentures (as defined by those indentures) was approximately $12,000 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 September 30, 2022, the Company was in compliance with its financial maintenance covenant related to its debt obligations. The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations over that same period. The Company continues to take steps to improve its operating results to seek to ensure continual compliance with its financial maintenance covenant and may take other actions to reduce its debt levels to align with the Company’s long-term strategy, including divesting other businesses, refinancing debt and issuing equity or equity-linked securities as deemed appropriate. Exchange Offer On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “Exchange Offer”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $5,594 million as set forth in the table below (collectively, the “Existing Unsecured Senior Notes”) for $3,125 million in aggregate principal balance of newly issued secured notes, a reduction of outstanding principal of $2,469 million. The secured notes issued in the Exchange Offer consist of: (i) $1,774 million in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 (the “11.00% First Lien Secured Notes”) issued by the Company, (ii) $352 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030 (the “14.00% Second Lien Secured Notes” and, together with the 11.00% First Lien Secured Notes, the “New BHC Secured Notes”) issued by the Company and (iii) $999 million in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 (the “9.00% Intermediate Holdco Secured Notes” and, together with the New BHC Secured Notes, the “New Secured Notes”) issued by 1375209 B.C. Ltd. (“Intermediate Holdco”), an existing indirect wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb. The aggregate principal amounts of the Existing Unsecured Senior Notes that were validly tendered and accepted by the Company in the Exchange Offer are set forth below: (in millions) 9.00% Senior Notes due 2025 $ 541 9.25% Senior Notes due 2026 752 8.50% Senior Notes due 2027 1,099 7.00% Senior Notes due 2028 540 5.00% Senior Notes due 2028 710 7.25% Senior Notes due 2029 373 6.25% Senior Notes due 2029 540 5.00% Senior Notes due 2029 371 5.25% Senior Notes due 2030 332 5.25% Senior Notes due 2031 336 Total $ 5,594 In connection with the Exchange Offer and following receipt of the requisite number of consents from noteholders, the Company and the applicable notes trustee, executed supplemental indentures to amend each of the indentures governing the 9.25% Senior Notes due 2026, 8.50% Senior Notes due 2027, 5.00% Senior Notes due 2028, 7.00% Senior Notes due 2028 and 7.25% Senior Notes due 2029, which amendments eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions applicable to such series of notes. The Company performed an assessment of the Exchange Offer and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60. For each series of the Existing Unsecured Senior Notes exchanged, the undiscounted cash flows associated with the New Secured Notes issued were compared to the carrying value of the Existing Unsecured Senior Notes exchanged for such New Secured Notes and the applicable exchange was accounted for as follows: (i) to the extent the undiscounted cash flows of the New Secured Notes in question were lower than the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable New Secured Notes was established at the total of these undiscounted cash flows, with a gain recorded for the remaining difference between this value and the carrying value of the applicable Existing Senior Unsecured Notes (as such, no interest expense will be recorded for the applicable New Secured Notes prospectively) and (ii) to the extent the undiscounted cash flows of the New Secured Notes in question exceeded the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable New Secured Notes was established at the carrying value of the applicable Existing Senior Unsecured Notes, and the Company established new effective interest rates based on the carrying value of the applicable Existing Unsecured Senior Notes prior to the Exchange Offer. The difference between the principal amount of the New Secured Notes and their carrying value as calculated above has been recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet, which will be reduced as the Company makes stated interest payments on the New Secured Notes. For the three months ended September 30, 2022, the Company recorded a gain of $570 million, net of third party fees of $25 million, in connection with the Exchange Offer. As of September 30, 2022, the premium recorded on the New Secured Notes was $1,835 million, which will be reduced as stated interest payments are made on the New Secured Notes. Further details of the New Secured Notes are discussed below. 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”) with a syndicate of financial institutions and investors as lenders. 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, maturing on the earlier of June 1, 2023 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company and Bausch Health Americas, Inc. (“BHA”) in an aggregate principal amount in excess of $1,000 million (the “2023 Revolving Credit Facility”) and term loan facilities of original principal amounts of $4,565 million and $1,500 million, maturing in June 2025 (the “June 2025 Term Loan B Facility”) and November 2025 (the “November 2025 Term Loan B Facility”), respectively. 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 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 September 30, 2022, the Company had drawn $450 million on the 2027 Revolving Credit Facility. Borrowings under the 2027 Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either: (a) a forward-looking term rate determined by reference to the financing rate for borrowing U.S. dollars overnight collateralized by U.S. Treasury securities (“term SOFR rate”) for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of: (i) the prime rate (as defined in the 2022 Amended Credit Agreement), (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the term SOFR rate for a period of one month plus 1.00% (or if such rate shall not be ascertainable, 1.50%) (provided, however that the term SOFR rate with respect to the 2027 Term Loan B Facility shall at no time be less than 0.50% per annum), in each case, plus an applicable margin. Borrowings under the 2027 Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at the Company’s option, either: (a) the term SOFR rate (subject to a floor of 0.00% per annum) or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at the Company’s option, either: (a) a Canadian dollar offer rate or (b) a Canadian dollar prime and (iii) euros bear interest at a rate per annum equal to a term benchmark rate determined by reference to the cost of funds for euro deposits (“EURIBOR”) for the interest period relevant to such borrowing (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. Term SOFR rate loans are subject to a credit spread adjustment ranging from 0.10%-0.25%. The applicable interest rate margin for borrowings under the 2027 Term Loan B Facility is 5.25% for term SOFR rate loans and 4.25% for U.S. dollar base rate loans. The applicable interest rate margin for borrowings under the 2027 Revolving Credit Facility ranges from 4.75% to 5.25% for term SOFR rate loans, BA rate loans and EURIBOR loans and 3.75% to 4.25% for U.S. dollar base rate loans and Canadian prime rate loans. In addition, the Company is required to pay commitment fees of 0.25%-0.50% per annum with respect to the unutilized commitments under the 2027 Revolving Credit Facility, payable quarterly in arrears. The Company also is required to pay: (i) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on term SOFR rate borrowings under the 2027 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, (ii) customary fronting fees for the issuance of letters of credit and (iii) agency fees. Subject to certain exceptions and customary baskets set forth in the 2022 Amended Credit Agreement, the Company is required to make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights and net proceeds thresholds), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the 2022 Amended Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the 2022 Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales (subject to reinvestment rights and net proceeds thresholds). These mandatory prepayments may be used to satisfy future amortization. The amortization rate for the 2027 Term Loan B Facility is 5.00% per annum, or $125 million, payable in quarterly installments beginning on September 30, 2022. The Company may direct that prepayments be applied to such amortization payments in order of maturity. As of September 30, 2022, the remaining mandatory quarterly amortization payments for the 2027 Term Loan B Facility were $531 million through December 2026. The 2022 Amended Credit Agreement permits the incurrence of incremental credit facility borrowings up to the greater of $1,000 million and 40% of Consolidated Adjusted EBITDA (non-GAAP) (as defined in the 2022 Amended Credit Agreement), subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to, in the case of secured debt, a secured leverage ratio of not greater than 3.50:1.00, and, in the case of unsecured debt, either a total leverage ratio of not greater than 6.50:1.00 or an interest coverage ratio of not less than 2.00:1.00. The 2022 Amended Credit Agreement provides that Bausch + Lomb shall initially be a “restricted” subsidiary subject to the terms of the 2022 Amended Credit Agreement covenants, but does not require Bausch + Lomb to guarantee the obligations under the 2022 Amended Credit Agreement. The 2022 Amended Credit Agreement permits the Company to designate Bausch + Lomb as an “unrestricted” subsidiary under the 2022 Amended Credit Agreement and no longer subject to the terms of the covenants thereunder provided that no event of default is continuing or will result from such designation and the total leverage ratio of Remainco (as defined in the 2022 Amended Credit Agreement) will not be greater than 7.60:1.00 on a pro forma basis. The Credit Agreement Refinancing contains provisions designed to facilitate the B+L Separation. Senior Secured Credit Facilities under the B+L Credit Agreement On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Credit Agreement”, and the credit facilities thereunder, the “B+L Credit Facilities”) providing for a term loan of $2,500 million with a five-year term to maturity (the “B+L Term Facility”) and a five-year revolving credit facility of $500 million (the “B+L Revolving Credit Facility” and such financing, the “B+L Debt Financing”). The B+L Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions. The term loan is denominated in U.S. dollars, and borrowings under the revolving credit facility will be made available in U.S. dollars, euros, pounds sterling and Canadian dollars. As of September 30, 2022, the principal amount outstanding under the B+L Term Facility was $2,494 million and $2,442 million net of issuance costs. The B+L Revolving Credit Facility remained undrawn. 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 Bausch Health. Borrowings under the B+L Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a term Secured Overnight Financing Rate (“SOFR”)-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a Canadian Dollar Offered Rate (“CDOR”) or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to EURIBOR and (iv) pounds sterling bear interest at a rate per annum equal to Sterling Overnight Index Average (“SONIA”) (provided, however, that the term SOFR-based rate, CDOR, EURIBOR and SONIA shall be no less than 0.00% per annum at any time and the U.S. dollar base rate and the Canadian dollar prime rate shall be no less than 1.00% per annum at any time), in each case, plus an applicable margin. Term SOFR-based loans are subject to a credit spread adjustment of 0.10%. The applicable interest rate margins for borrowings under the B+L Revolving Credit Facility are: (i) between 0.75% to 1.75% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between 1.75% to 2.75% with respect to SOFR, EURIBOR, SONIA or CDOR borrowings based on Bausch + Lomb’s total net leverage ratio and (ii) after: (x) Bausch + Lomb’s senior unsecured non-credit-enhanced long term indebtedness for borrowed money receives an investment grade rating from at least two of S&P, Moody’s and Fitch and (y) the B+L Term Facility has been repaid in full in cash (the “IG Trigger”), between 0.015% to 0.475% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between 1.015% to 1.475% with respect to SOFR, EURIBOR, SONIA or CDOR borrowings based on Bausch + Lomb’s debt rating. In addition, Bausch + Lomb is required to pay commitment fees of 0.25% per annum in respect of the unutilized commitments under the B+L Revolving Credit Facility, payable quarterly in arrears until the IG Trigger and a facility fee between 0.110% to 0.275% of the total revolving commitments, whether used or unused, based on Bausch + Lomb’s debt rating and payable quarterly in arrears. Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the B+L Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees. Borrowings under the B+L Term Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either (i) a term SOFR-based rate, plus an applicable margin of 3.25% or (ii) a U.S. dollar base rate, plus an applicable margin of 2.25% (provided, however, that the term SOFR-based rate shall be no less than 0.50% per annum at any time and the U.S. dollar base rate shall not be lower than 1.50% per annum at any time). Term SOFR-based loans are subject to a credit spread adjustment of 0.10%. The stated rate of interest under the Term Facility at September 30, 2022 was 6.10% per annum. Subject to certain exceptions and customary baskets set forth in the B+L Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the B+L Term Facility under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the B+L Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold). These mandatory prepayments may be used to satisfy future amortization. The amortization rate for the B+L Term Facility is 1.00% per annum, or $25 million, payable in quarterly installments. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of September 30, 2022, the remaining mandatory quarterly amortization payments for the B+L Term Facility were $113 million through March 2027, with the remaining term loan balance being due in May 2027. Senior Secured Notes The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the 2022 Amended Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). In connection with the closing of the B+L IPO, the redemption of the Company’s 6.125% Senior Unsecured Notes due 2025 (the “April 2025 Unsecured Notes” and the related indenture, the “April 2025 Unsecured Notes Indenture”) (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. 4.875% Senior Secured Notes due 2028 - June 2021 Refinancing Transactions On June 8, 2021, the Company issued $1,600 million aggregate principal amount of 4.875% Senior Secured Notes due June 2028 (the “June 2028 Secured Notes”) in a private placement. The proceeds and cash on hand were used to: (i) repurchase a portion and redeem the remainder of $1,600 million of 7.00% Senior Secured Notes due 2024 (the “March 2024 Secured Notes”), representing the remaining outstanding principal balance of the March 2024 Secured Notes and (ii) pay all fees and expenses associated with these transactions (collectively, the “June 2021 Refinancing Transactions”). The June 2021 Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $38 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Interest on the June 2028 Secured Notes is payable semi-annually in arrears on each June 1 and December 1. The June 2028 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after June 1, 2024, at the redemption prices set forth in the June 2028 Secured Notes indenture. The Company may redeem some or all of the June 2028 Secured Notes prior to June 1, 2024 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of the redemption plus a “make-whole” premium. In addition, at any time prior to June 1, 2024, the Company may redeem up to 40% of the aggregate principal amount of the June 2028 Secured Notes using the net proceeds of certain equity offerings at the redemption price set forth in the June 2028 Secured Notes indenture. 6.125% Senior Secured Notes due 2027 - February 2022 Financing On February 10, 2022, the Company issued $1,000 million aggregate principal amount of 6.125% Senior Secured Notes due February 2027 (the “February 2027 Secured Notes”). The proceeds from the February 2027 Secured Notes, along with proceeds from the B+L IPO, the 2027 Term Loans and the B+L Debt Financing and cash on hand, were used to redeem the April 2025 Unsecured Notes and the Credit Agreement Refinancing as discussed below. The February 2027 Secured Notes accrue interest at a rate of 6.125% per year, payable semi-annually in arrears on each February and August. The February 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after February 2024, at the redemption prices set forth in the indenture. The Company may redeem some or all of the February 2027 Secured Notes prior to February 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to February 2024, the Company may redeem up to 40% of the aggregate principal amount of the February 2027 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture. New BHC Secured Notes The 11.00% First Lien Secured Notes mature on September 30, 2028, and accrue interest at 11.00% per year, payable semi-annually in arrears on each March 30 and September 30. The 11.00% First Lien Secured Notes are redeemable, in whole or in part, at any time at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 11.00% First Lien Secured Notes indenture. The 14.00% Second Lien Secured Notes mature on October 15, 2030, and accrue interest at 14.00% per year, payable semi-annually in arrears on each April 15 and October 15. The 14.00% Second Lien Secured Notes will be redeemable, in whole or in part, at any time on or after October 15, 2025 at the applicable redemption prices set forth in the 14.00% Second Lien Secured Notes indenture. In addition, some or all of the 14.00% Second Lien Secured Notes may be redeemed prior to October 15, 2025 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 14.00% Second Lien Secured Notes indenture. At any time prior to October 15, 2025, up to 40% of the aggregate principal amount of the 14.00% Second Lien Secured Notes may be redeemed with the net proceeds of certain equity offerings at the redemption price set forth in the 14.00% Second Lien Secured Notes indenture. 9.00% Intermediate Holdco Senior Secured Notes The 9.00% Intermediate Holdco Secured Notes mature on January 30, 2028, and accrue interest at 9.00% per year, payable semi-annually in arrears on each January 30 and July 30. The 9.00% Intermediate Holdco Secured Notes are redeemable at the option of Intermediate Holdco, in whole or in part, at any time, at the redemption prices set forth in the 9.00% Intermediate Holdco Secured Notes indenture. The 9.00% Intermediate Holdco Secured Notes are general senior secured obligations of Intermediate Holdco and secured by first priority liens (subject to permitted liens and certain other exceptions) on substantially all of the assets of Intermediate Holdco, which as of September 30, 2022 were comprised of 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation. The 9.00% Intermediate Holdco Secured Notes and Intermediate Holdco’s other obligations under the indenture governing such notes are not obligations or responsibilities of, or guaranteed by, the Company, Bausch + Lomb or any of their respective affiliates or subsidiaries (other than the issuer Intermediate Holdco). The sole recourse of the holders of the 9.00% Intermediate Holdco Secured Notes under the 9.00% Intermediate Holdco Secured Notes and the indenture governing such notes is limited to Intermediate Holdco and its assets. Senior Unsecured Notes The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the 2022 Amended Credit Agreement. The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the 2022 Amended Credit Agreement. Future subsidiaries of the Company and BHA, if any, may be required to guarantee certain of the Senior Unsecured Notes. In connection with the closing of the B+L IPO, the discharge of the April 2025 Unsecured Notes Indenture and the related release in respect of the 2018 Restated Credit Agreement, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released. If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series |
PENSION AND POSTRETIREMENT EMPL
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS | PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS The Company sponsors defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan, which covers certain U.S. employees and employees in certain other countries. Net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the nine months ended September 30, 2022 and 2021 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2022 2021 2022 2021 2022 2021 Service cost $ 1 $ — $ 3 $ 3 $ — $ — Interest cost 3 3 3 3 1 — Expected return on plan assets (7) (8) (4) (4) — — Amortization of prior service credit and other — — (1) (1) (2) (2) Amortization of net loss — — 1 1 — — Net periodic (benefit) cost $ (3) $ (5) $ 2 $ 2 $ (1) $ (2) |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
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 equal to 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered 20,000,000 common shares for issuance under the 2014 Plan. The 2014 Plan was amended and restated effective April 30, 2018 and April 28, 2020 to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan. Effective June 21, 2022, 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 11,500,000 common shares, among other things. Approximately 18,328,000 common shares were available for future grants under the Amended and Restated 2014 Plan as of September 30, 2022. 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 improving its tangible capital usage and allocation while maintaining focus on improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based restricted share units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that: (i) vest upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”), (ii) vest upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”) and (iii) vest fully or partially upon attainment of certain goals that are linked to the B+L Separation. In order to retain and incentivize certain members of the Company’s senior leadership team, on September 5, 2022, the Talent and Compensation Committee of the Board of Directors approved a retention program for certain executive officers and other members of leadership. Under the retention program, certain executive officers and other members of leadership were granted a one-time award of restricted stock units (the “Retention RSU Grant”) under the Amended and Restated 2014 Plan. The Retention RSU Grants will generally vest in 1/3 installments on each of the first three Bausch + Lomb Long-Term Incentive Plan Prior to May 5, 2022, Bausch + Lomb participated in Bausch Health’s long-term incentive program. Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “B+L Plan”). A total of 28,000,000 common shares of Bausch + Lomb are authorized under the B+L Plan. The B+L Plan provides for the grant of various types of awards including RSUs, 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. On May 5, 2022, in connection with the B+L IPO, Bausch + Lomb granted certain awards to certain eligible recipients (the “IPO Founder Grants”). Eligible recipients are individuals employed by Bausch + Lomb or employed by an affiliate of Bausch + Lomb. Approximately 3,900,000 IPO Founder Grants were issued to Bausch + Lomb executive officers and were awarded 50% in the form of stock options and 50% in the form of RSUs. Additionally, Bausch + Lomb granted approximately 5,700,000 stock options and RSUs to non-executive eligible recipients, of which approximately 4,300,000 were B+L IPO Founder Grants. The IPO Founder options have a three-year graded vesting period and the IPO Founder RSUs vest 50% in the second year and 50% in the third year after the grant. With the exception of the separation agreement and retention program, as discussed below, vesting of the IPO Founder Grants are linked to the completion of the B+L Separation and expense recognition will begin near the time of the B+L Separation. On July 19, 2022, Bausch + Lomb entered into a separation agreement in connection with the departure of its Chief Executive Officer (“CEO”). Under the terms of the separation agreement, the CEO’s IPO Founder Grants in the form of RSUs will vest upon his termination of service date (pro rated based on his period of service relative to the original three-year vesting period associated with such grants), but the shares received upon settlement will remain fully restricted and nontransferable until the earliest to occur of the distribution date, a change in control, the date the Board determines that Bausch Health will no longer pursue a distribution, and the two-year anniversary of the CEO’s termination of service date. Under the terms of the separation agreement, the CEO’s IPO Founder Grants in the form of stock options will vest and become exercisable (pro-rated based on his period of service relative to the original three-year vesting period associated with such grants) upon the earliest to occur of the distribution date, a change in control, the date the Board determines that Bausch Health will no longer pursue a distribution, and the two-year anniversary of the CEO’s termination of service date and remain exercisable for two years following this date. During the third quarter of 2022, the Talent and Compensation Committee of the Bausch + Lomb Board of Directors approved a retention program that includes Bausch + Lomb’s named executive officers (other than the CEO) and certain other employees. This program provides the Executive Officers (other than the CEO), among other benefits, pro-rata vesting of the IPO Founder Grants previously issued to these named executives, subject to certain restrictions, in the event of an involuntary termination of employment by Bausch + Lomb without “cause” or the executive’s resignation for “good reason”, in each case through the one-year anniversary of Bausch + Lomb’s appointment of the successor to the CEO (pro-rated based on the period of service relative to the original three-year vesting period associated with such grants). Additionally, these named executive officers (other than the CEO) and certain other employees were granted a one-time award of approximately 850,000 RSUs under the retention program pursuant to Bausch + Lomb’s 2022 Omnibus Incentive Plan. The retention grant will generally vest in 1/3 installments on each of the first three Bausch + Lomb. Approximately 17,500,000 Bausch + Lomb common shares were available for future grants as of September 30, 2022 under the B+L Plan. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. 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 nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Stock options $ 3 $ 4 $ 10 $ 11 RSUs 30 29 81 84 $ 33 $ 33 $ 91 $ 95 Research and development expenses $ 3 $ 2 $ 9 $ 7 Selling, general and administrative expenses 30 31 82 88 $ 33 $ 33 $ 91 $ 95 Share-based awards granted for the nine months ended September 30, 2022 and 2021 consist of: 2022 2021 Bausch Health Share-Based Awards Stock options Granted 2,570,000 1,497,000 Weighted-average exercise price $ 23.95 $ 32.44 Weighted-average grant date fair value $ 6.60 $ 11.11 Time-based RSUs Granted 6,151,000 3,119,000 Weighted-average grant date fair value $ 11.76 $ 31.93 TSR performance-based RSUs Granted — 400,000 Weighted-average grant date fair value $ — $ 56.04 ROTC performance-based RSUs Granted 369,000 413,000 Weighted-average grant date fair value $ 9.40 $ 31.72 B+L Separation performance-based RSUs Granted — 222,000 Weighted-average grant date fair value $ — $ 28.49 Bausch+ Lomb Share-Based Awards Stock options Granted 6,455,000 — Weighted-average exercise price $ 18.00 $ — Weighted-average grant date fair value $ 4.55 $ — Time-based RSUs Granted 4,205,000 — Weighted-average grant date fair value $ 17.22 $ — As of September 30, 2022, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $152 million, which will be amortized over a weighted-average period of 1.77 years. As of September 30, 2022, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the B+L Plan amounted to $72 million, which will be amortized over a weighted-average period of 1.64 years. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of: (in millions) September 30, December 31, Foreign currency translation adjustment $ (2,252) $ (1,905) Pension and postretirement benefit plan adjustments, net of income taxes (13) (19) $ (2,265) $ (1,924) Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently reinvested. As a result of the change in the Company’s ownership interest in Bausch + Lomb, the carrying amount of accumulated other comprehensive income was adjusted to reflect the change in the ownership interest in Bausch + Lomb through a corresponding credit of $137 million to equity attributable to the Company. |
RESEARCH AND DEVELOPMENT
RESEARCH AND DEVELOPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT Included in Research and development are costs related to product development and quality assurance programs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards. Research and development costs consist of: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Product related research and development $ 125 $ 114 $ 366 $ 328 Quality assurance 8 7 21 20 $ 133 $ 121 $ 387 $ 348 |
OTHER EXPENSE (INCOME), NET
OTHER EXPENSE (INCOME), NET | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE (INCOME), NET | OTHER EXPENSE (INCOME), NET Other expense (income), net consists of: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Litigation and other matters $ — $ (212) $ 7 $ 320 Acquisition-related contingent consideration 4 8 2 8 (Gain) loss on sale of assets, net — 21 (3) (2) Acquired in-process research and development costs — — 1 3 Other, Net — — (1) — $ 4 $ (183) $ 6 $ 329 (Gain) loss on sale of assets, net for the nine months ended September 30, 2021, includes $25 million related to the achievement of a milestone related to a certain product and a $26 million loss upon completion of the Amoun Sale during the three months ended September 30, 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against a company’s ordinary income. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of the Company’s income tax provision requires the use of management forecasts and other estimates, application of statutory income tax rates, and an evaluation of valuation allowances. The Company’s estimated annual effective income tax rate may be revised, if necessary, in each interim period. Provision for income taxes for the nine months ended September 30, 2022 was $30 million and included: (i) $42 million of income tax expense for the Company’s ordinary income for the nine months ended September 30, 2022 and (ii) $9 million of net income tax benefit for discrete items, which includes: (a) $37 million of net income tax benefit recognized for changes in uncertain tax positions, (b) a $22 million tax provision associated with filing certain tax returns and (c) a $5 million tax provision associated with stock compensation. Benefit from income taxes for the nine months ended September 30, 2021 was $36 million and included: (i) $34 million of income tax benefit for the Company’s ordinary loss for the nine months ended September 30, 2021 and (ii) $2 million of net income tax provision for discrete items, which includes: (a) a $54 million of net income tax benefit associated with certain legal settlements, (b) a $46 million tax provision related to potential and recognized withholding tax on intercompany dividends, (c) an $11 million tax provision recognized for changes in uncertain tax provisions, (d) an $8 million tax benefit related to a deduction for stock compensation and (e) a $3 million tax provision associated with the filing of certain tax returns. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was $1,931 million and $2,222 million as of September 30, 2022 and December 31, 2021, respectively. The decrease was primarily due to the utilization of net operating losses against debt forgiveness income in Canada associated with the Exchange Offer. The Company will continue to assess the need for a valuation allowance on an ongoing basis. On October 8, 2021, the Organisation for Economic Co-operation and Development (“OECD”)/G20 inclusive framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform originally agreed on July 1, 2021, and a timetable for implementation by 2023. The timetable for implementation has since been extended to 2024. The Inclusive Framework plan has now been agreed to by 141 OECD members, including several countries which did not agree to the initial plan. Under pillar one, taxing rights over multinational businesses with global turnover above €20 billion and a profit margin above 10% will generally be re-allocated to market jurisdictions. Under pillar two, the Inclusive Framework has agreed on a global minimum corporate tax rate of 15% for companies with revenue above €750 million, calculated on a country-by-country basis. On October 30, 2021, the G20 formally endorsed the new global minimum corporate tax rate rules. The Inclusive Framework agreement must now be implemented by the OECD Members who have agreed to the plan, effective in 2023. On December 20, 2021, the OECD published model rules to implement the pillar two rules, which are generally consistent with agreements reached by the Inclusive Framework in October 2021. Some further guidance on the plan and rules has been published, with additional guidance expected to be published in 2023. The Company will continue to monitor the implementation of the Inclusive Framework agreement by the countries in which it operates. While the Company is unable to predict when and how the Inclusive Framework agreement will be enacted into law in these countries, it is possible that the implementation of the Inclusive Framework agreement, including the global minimum corporate tax rate could have a material effect on the Company’s liability for corporate taxes and the Company’s consolidated effective tax rate. On August 16, 2022, President Biden signed the Inflation Reduction Act into law, which includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The corporate alternative minimum tax (“CAMT”) imposes a minimum tax on the adjusted financial statement income (“AFSI”) for “applicable corporations” with average annual AFSI over a three-year period in excess of $1 billion. A corporation that is a member of a foreign-parented multinational group, as defined, must include the AFSI (with certain modifications) of all members of the group in applying the $1 billion test, but would only be subject to CAMT if the three-year average AFSI of its U.S. members, US trades or business of foreign group members that are not subsidiaries of U.S. members, and foreign subsidiaries of U.S. members exceeds $100 million. The Company currently does not believe this will have a significant impact on its tax results, but will continue to evaluate the law and its provisions. As detailed in Note 10, “FINANCING ARRANGEMENTS”, during the three months ended September 30, 2022, the Company undertook a restructuring of its third-party debt resulting in extinguishment of debt income in the US and Canada for tax purposes. As of September 30, 2022 and December 31, 2021, the Company had $937 million and $927 million, respectively, of unrecognized tax benefits, which included $45 million and $41 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of September 30, 2022, $164 million would reduce the Company’s effective tax rate, if recognized. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at September 30, 2022 could decrease by approximately $13 million in the next 12 months as a result of the resolution of certain tax audits and other events. The Company continues to be under examination by the Canada Revenue Agency. The Company’s position as of September 30, 2022 with regard to proposed audit adjustments was updated to reflect an updated assessment received for 2015 which would primarily result in a loss of tax attributes that are subject to a full valuation allowance. In 2017, the Company undertook an internal restructuring in the form of what is commonly known as a Granite Trust transaction, which resulted in a recorded capital loss (the “2017 capital loss”). In the U.S., the 2014 tax year remains open to the extent of the portion of the 2017 capital loss carried back to that year. The Internal Revenue Service (“IRS”) is continuing its examination of the Company’s annual tax filings for 2015 and 2016 and the Company’s short period tax return for the period ended September 8, 2017, which was filed as a result of the Company’s internal restructuring efforts during 2017. In 2021, the Company received a notice of proposed adjustment from the IRS that would disallow the 2017 capital loss. The Company intends to contest any proposed tax deficiency through the IRS administrative appeals process, and if necessary, appropriate litigation. If the Company were ultimately unsuccessful in defending its position, and all or a substantial portion of the 2017 capital loss deduction were disallowed, the Company estimates, in a worst-case scenario, that it could be liable for additional income taxes (excluding penalties and interest) of up to $2,100 million, which could have an adverse effect on the Company’s financial condition and results of operations. The Company intends to vigorously defend its position, including through appropriate litigation, if necessary, and ultimately believes it will sustain its deduction of the 2017 capital loss, and, accordingly, no income tax provision has been recorded. The Company has been accepted into the IRS's fast track mediation program and mediation meetings are scheduled for early 2023. The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through 2021. The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2016. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Consolidated Financial Statements. The Company settled its audit with the Australian Taxation Office for various years beginning in 2011 through 2017 with no material adjustments. Certain affiliates of the Company in regions outside of Canada, the U.S., Germany and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Consolidated Financial Statements. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Bausch Health Companies Inc. $ 399 $ 188 $ 185 $ (1,017) Basic weighted-average common shares outstanding 362.5 359.6 361.8 358.5 Diluted effect of stock options and RSUs 0.9 4.4 1.9 — Diluted weighted-average common shares outstanding $ 363.4 $ 364.0 $ 363.7 $ 358.5 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 1.10 $ 0.52 $ 0.51 $ (2.84) Diluted $ 1.10 $ 0.52 $ 0.51 $ (2.84) During the three and nine months ended September 30, 2021, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been approximately 1,906,000 and 5,221,000 common shares for the nine months ended September 30, 2022 and 2021, respectively. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGSFrom time to time, the Company becomes involved in various legal and administrative proceedings, which include product liability, intellectual property, commercial, tax, antitrust, governmental and regulatory investigations, related private litigation and ordinary course employment-related issues. From time to time, the Company also initiates actions or files counterclaims. The Company could be subject to counterclaims or other suits in response to actions it may initiate. The Company believes that the prosecution of these actions and counterclaims is important to preserve and protect the Company, its reputation and its assets. Certain of these proceedings and actions are described in Note 20, “LEGAL PROCEEDINGS,” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC and the CSA on February 23, 2022. Except as described below, there have been no material updates or developments with respect to any such proceedings or actions during the nine months ended September 30, 2022. On a quarterly basis, the Company evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued. As of September 30, 2022, the Company’s Consolidated Balance Sheets includes accrued current loss contingencies of $323 million related to matters which are both probable and reasonably estimable. For all other matters, unless otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline. Governmental and Regulatory Inquiries As referenced above, during the three months ended September 30, 2022, there have been no material updates or developments with respect to certain other proceedings or actions as described under “Governmental and Regulatory Inquiries” in Note 20, “LEGAL PROCEEDINGS,” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC and the CSA on February 23, 2022. These matters include: Investigation by the U.S. Attorney’s Office for the District of Massachusetts - re OraPharma In August 2019, the Company received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts (Department of Justice), requesting materials including documents concerning the sales, marketing, coverage and reimbursement of Arestin ® , including related support services, and other matters. In October 2022, the Company and the Department of Justice reached an agreement in principle to resolve the investigation as to the Company for an immaterial settlement payment plus payment of applicable interest and other related costs. Any final resolution would be subject to certain material contingencies, including, without limitation, the parties negotiating mutually satisfactory civil settlement documents and final approvals by the Department of Justice and the Company. While the Company has reached an agreement in principle with the Department of Justice, there can be no assurance that a settlement will be agreed to and finalized, nor the timing of any such potential resolution. Securities and RICO Class Actions and Related Matters U.S. Securities Litigation - Opt-Out Litigation On December 16, 2019, the Company announced that it had agreed to settle, subject to final court approval, the consolidated securities class action filed in the U.S. District Court for the District of New Jersey (In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 15-cv-07658) (the “Securities Class Action Settlement”). On January 31, 2021, the District Court issued an order granting final approval of this settlement. On February 4, 2021, Timber Hill LLC (“Timber Hill”) filed a notice of appeal of the Court’s final approval order, which overruled its objections to the allocation of settlement proceeds as between common stock and options. On March 1, 2021, Cathy Lochridge filed a notice of appeal of the Court’s final approval order, which overruled her objections as to the attorneys’ fees awarded to class counsel. On October 14, 2021, Timber Hill dismissed its appeal of the final approval order. On December 20, 2021, the Third Circuit denied Lochridge’s appeal. On January 3, 2022, Lochridge filed a petition for rehearing of the appeal en banc. On May 12, 2022, the Third Circuit denied Lochridge’s petition for rehearing en banc. The deadline for Lochridge to file a petition for a writ of certiorari with the U.S. Supreme Court was August 10, 2022 and no petition was filed. As such, the deadline for further appeals has passed and the 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 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 (“Philidor”). On May 31, 2016, the court entered an order consolidating the four actions under the caption In re Valeant Pharmaceuticals International, Inc. Securities Litigation, Case No. 15-cv-07658. On December 16, 2019, the Company, the current or former officers and directors, ValueAct, and the underwriters announced that they agreed to resolve the securities action for $1,210 million, subject to final court approval. This settlement received final approval from the court on January 31, 2021 and resolved and discharged all claims against the Company in the class action. As part of the settlement, the Company and the other settling defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. The settlement was subject to appeal of the final court approval (as such appeal is further described above). In order to qualify for a settlement payment all persons and entities that purchased or otherwise acquired the Company securities during the class period must have submitted a proof of claim and release form by May 6, 2020. The settlement payments have been paid into an escrow account in accordance with the payment schedule outlined in the settlement agreement. The Company's rights to the funds previously paid into the escrow account have been extinguished in accordance with the settlement agreement. On June 6, 2018, a putative class action was filed in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. This action, captioned Timber Hill LLC, v. Valeant Pharmaceuticals International, Inc., et al., (Case No. 18-cv-10246), asserts securities fraud claims under Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased call options or sold put options on the Company’s common stock during the period January 4, 2013 through August 11, 2016. On June 11, 2018, this action was consolidated with In re Valeant Pharmaceuticals International, Inc. Securities Litigation, (Case No. 15-cv-07658). On January 14, 2019, the defendants filed a motion to dismiss the Timber Hill complaint. Briefing on that motion was completed on February 13, 2019. On August 15, 2019, the Court denied the motion to dismiss the Timber Hill action, holding that this complaint was a legal nullity as a result of the June 11, 2018 consolidation order. In addition to the consolidated putative class action, thirty-seven groups of individual investors in the Company’s stock and debt securities have chosen to opt out of the consolidated putative class action and filed securities actions in the U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors. These actions were captioned previously in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022. Sixteen of the thirty-seven opt-out actions have been dismissed; and the total number of remaining opt-out actions pending in the District of New Jersey is twenty-one actions. These individual shareholder actions assert claims under Sections 10(b) and 20(a) of the Exchange Act. Certain of these individual actions assert additional claims, including claims under Section 18 of the Exchange Act, Sections 11, 12(a)(2) and 15 of the Securities Act, common law fraud, negligent misrepresentation, and claims under the New Jersey Racketeer Influenced and Corrupt Organizations Act. These claims are based on alleged purchases of Company stock, options, and/or debt at various times between January 3, 2013 and August 10, 2016. The allegations in the complaints are similar to those made by plaintiffs in the putative class action. Motions to dismiss 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 Healthcare Master Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-02286) opt-out action, closing the case. On September 10, 2019, the Court granted defendants’ motion to dismiss all claims in the Bahaa Aly v. Valeant Pharmaceuticals International, Inc. (“Aly”) (Case No. 18-cv-17393) opt-out action. On October 9, 2019, the Aly Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit. On June 16, 2021, the Court of Appeals granted plaintiffs’ appeal in the Aly action. This action has been remanded to the District Court. On June 19, 2020, the Court entered stipulations of voluntary dismissal in the Catalyst, Mississippi, Connecticut and Delaware actions. On July 13, 2020, the Court entered a stipulation of voluntary dismissal in the NYCERS action. On December 30, 2020, the Court entered a stipulation of voluntary dismissal in the BlueMountain action. On February 18, 2021, and March 10, 2021, the Court entered stipulations of voluntary dismissal in the T. Rowe, BloombergSen, Principal Funds, Pentwater, Lord Abbett, Equity Trustees and UC Regents actions. On April 30, 2021, the Court entered a stipulation of voluntary dismissal in the Florida SBA action. On July 20, 2021, the Court entered a stipulation of voluntary dismissal in the Janus action. Discovery in the opt-out actions has concluded. Motions for summary judgment were filed on August 1, 2022. Trial dates have not been set in any of the opt-out actions. The Company disputes the claims against it in the remaining individual opt-out complaints and intends to defend itself vigorously. Canadian Securities Litigation In 2015, six putative class actions were filed and served against the Company and certain current or former officers and directors in Canada in the provinces of British Columbia, Ontario and Quebec. The Company is also aware of two additional putative class actions that were filed with the applicable court but which have not been served on the Company and the factual allegations made in these actions are substantially similar to those outlined herein. These actions were captioned previously in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022. The actions generally allege violations of Canadian provincial securities legislation on behalf of putative classes of persons who purchased or otherwise acquired securities of the Company for periods commencing as early as January 1, 2013 and ending as late as November 16, 2015. The alleged violations relate to the same matters described in the U.S. Securities Litigation description above. Each of these putative class actions, other than the Catucci action in the Quebec Superior Court, was discontinued. In the Catucci action, on August 29, 2017, the judge granted the plaintiffs leave to proceed with their claims under the Quebec Securities Act and authorized the class proceeding. On October 26, 2017, the plaintiffs issued their Judicial Application Originating Class Proceedings. After a hearing on November 11, 2019, the court approved a settlement in the Catucci action between the class members and the Company’s auditors and the action was dismissed as against them. On August 4, 2020, the Company entered into a settlement agreement with the plaintiffs in Catucci, on behalf of the class, pursuant to which it agreed to resolve the Catucci action for the amount of CAD 94,000,000 plus payment of an additional amount to cover notice and settlement administration costs and disbursements. As part of the settlement, the Company and the other defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. Court approval of the settlement was granted after a hearing on November 16, 2020. The Catucci action has now been dismissed against the Company, its current and former directors and officers, its underwriters and its insurers. In addition to the class proceedings described above, on April 12, 2018, the Company was served with an application for leave filed in the Quebec Superior Court of Justice to pursue an action under the Quebec Securities Act against the Company and certain current or former officers and directors. This proceeding is captioned BlackRock Asset Management Canada Limited et al. v. Valeant, et al. (Court File No. 500-11-054155-185). The allegations in the proceeding are similar to those made by plaintiffs in the Catucci class action. On June 18, 2018, the same BlackRock entities filed an originating application (Court File No. 500-17-103749-183) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations. The Company is aware that certain other members of the Catucci class exercised their opt-out rights prior to the June 19, 2018 deadline. On February 15, 2019, one of the entities which exercised its opt-out rights, the California State Teachers’ Retirement System (“CalSTRS”), served the Company with an application in the Quebec Superior Court of Justice for leave to pursue an action under the Quebec Securities Act against the Company, certain current or former officers and directors of the Company and its auditor. That proceeding is captioned California State Teachers’ Retirement System v. Bausch Health Companies Inc. et al. (Court File No. 500-11-055722-181). The allegations in the proceeding are similar to those made by the plaintiffs in the Catucci class action and in the BlackRock opt-out proceedings. On that same date, CalSTRS also served the Company with proceedings (Court File No. 500-17-106044-186) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations. On February 3, 2020, the Quebec Superior Court granted the applications of CalSTRS and BlackRock for leave to pursue their respective actions asserting claims under the Quebec Securities Act. On June 16, 2020, the Quebec Court of Appeal granted the defendants leave to appeal that decision. The appeal was heard on September 29, 2021 and, by judgment dated October 29, 2021, the appeals were dismissed. On October 8 and 9, 2020, respectively, CalSTRS amended its proceedings to, among other things, include a new alleged misrepresentation concerning the accounting treatment of “price appreciation credits” in respect of Glumetza ® during the period covered by the claims. A hearing was held on February 17, 2021 with respect to whether CalSTRS would be permitted to file the proposed amended proceedings. On June 9, 2021, the Quebec Superior Court granted the Company’s application to strike the new allegations from its Quebec Securities Act claim, but permitted the amendments to its claim under the Quebec Civil Code. On December 8, 2021, CalSTRS delivered its amended pleadings. On March 17, 2021, four additional opt-outs from the Catucci class issued a Statement of Claim in the Ontario Superior Court of Justice. That proceeding is captioned The Bank of Korea et al. v. Valeant Pharmaceuticals International Inc. et al. (Court File No. 21-006589666-0000). In addition, these plaintiffs also served and filed a motion for leave to pursue claims under the Ontario Securities Act. The allegations in this proceeding are similar to those made by the plaintiffs in the Catucci class action and the plaintiffs in the opt-out actions described above. The Company believes that it has viable defenses in each of these actions. In each case, the Company intends to defend itself vigorously. Other Securities and RICO Class Actions and Related Matters As referenced above, during the three months ended September 30, 2022, there have been no material updates or developments with respect to certain other proceedings or actions as described under “Securities and RICO Class Actions and Related Matters” in Note 20, “LEGAL PROCEEDINGS,” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC and the CSA on February 23, 2022. Such matters include: RICO Class Actions Between May 27, 2016 and September 16, 2016, three actions were filed in the U.S. District Court for the District of New Jersey against the Company and various third-parties (these actions were subsequently consolidated), alleging claims under the federal Racketeer Influenced Corrupt Organizations Act (“RICO”) on behalf of a putative class of certain third-party payors that paid claims submitted by Philidor for certain Company-branded drugs between January 2, 2013 and November 9, 2015. The consolidated complaint alleges, among other things, that the defendants committed predicate acts of mail and wire fraud by submitting or causing to be submitted prescription reimbursement requests that misstated or omitted facts regarding: (1) the identity and licensing status of the dispensing pharmacy; (2) the resubmission of previously denied claims; (3) patient co-pay waivers; (4) the availability of generic alternatives; and (5) the insured’s consent to renew the prescription. The complaint further alleges that these acts constitute a pattern of racketeering or a racketeering conspiracy in violation of the RICO statute and caused plaintiffs and the putative class unspecified damages, which may be trebled under the RICO statute. On August 4, 2021, the Company executed a stipulation of settlement for this action and, on August 17, 2021, the Court preliminarily approved the settlement. On December 6, 2021 the Special Master overseeing this litigation issued a report and recommendation recommending final approval of the settlement, and on February 22, 2022 the settlement was approved by the district court. The time to appeal the district court’s final approval order expired on March 24, 2022, and the settlement has resolved and discharged all claims against the Company in this action. Insurance Coverage Lawsuit On December 7, 2017, the Company filed a lawsuit against its insurance companies that issued insurance policies covering claims made against the Company, its subsidiaries, and its directors and officers during two distinct policy periods, (i) 2013-14 and (ii) 2015-16. The lawsuit is currently pending in the United States District Court for the District of New Jersey (Valeant Pharmaceuticals International, Inc., et al. v. AIG Insurance Company of Canada, et al.; Case No. 3:18-CV-00493). In the lawsuit, the Company seeks coverage for: (i) the costs of defending and resolving claims brought by former shareholders and debtholders of Allergan, Inc. in In re Allergan, Inc. Proxy Violation Securities Litigation and Timber Hill LLC, individually and on behalf of all others similarly situated v. Pershing Square Capital Management, L.P., et al. (the “Allergan Securities Litigation”) (under the 2013-2014 coverage period) and (ii) costs incurred and to be incurred in connection with the securities class actions and opt-out cases described in this section and the SEC Investigation and certain of the other investigations described under “Complete or Inactive Matters” in Note 20, “LEGAL PROCEEDINGS,” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC and the CSA on February 24, 2021 and under “Governmental and Regulatory Inquiries” and “Complete or Inactive Matters” in Note 21, “LEGAL PROCEEDINGS,” to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC and the CSA on February 19, 2020 (under the 2015-2016 coverage period). On July 20, 2021, the Company entered into settlement agreements with the insurers in the 2015-2016 coverage period in which the Company agreed to resolve its claims for insurance coverage in connection with the U.S. Securities Litigation and the Canadian Securities Litigation and related opt-out litigation and related investigations matters described above. On that same day, the Company entered into settlement agreements with two of its insurers in the 2013-2014 coverage period in which the Company agreed to resolve its claims against those two insurers only for insurance coverage in connection with the Allergan Securities Litigation. As a result of all of the settlement agreements entered into with the insurers on July 20, 2021, the Company has received an aggregate sum of $213 million. The Company’s insurance claims with respect to the Allergan Securities Litigation against the remaining insurers in the 2013-2014 coverage period remain pending. Hound Partners Lawsuit In October 2018, Hound Partners Offshore Fund, LP, Hound Partners Long Master, LP and Hound Partners Concentrated Master, LP, filed a lawsuit against the Company in the Superior Court of New Jersey Law Division/Mercer County that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act. The Company disputes the claims and intends to vigorously defend this matter. Antitrust Glumetza Antitrust Litigation Between August 2019 and July 2020, eight (8) putative antitrust class actions and four (4) non-class complaints naming the Company, Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc. and Santarus, Inc. (for purposes of this subsection, collectively, the “Company”), among other defendants, were filed or transferred to the Northern District of California. Three (3) of the class actions were filed by plaintiffs seeking to represent a class of direct purchasers. The purported classes of direct purchasers filed a consolidated first amended complaint and a motion for class certification in April 2020. The court certified a direct purchaser class in August 2020. The putative class action complaints filed by end payer purchasers have all been voluntarily dismissed. Three (3) of the non-class complaints were filed by direct purchasers. The fourth non-class complaint, asserting claims based on both direct and indirect purchases, was filed by an insurer plaintiff in July 2020 and subsequently amended in September 2020. In December 2020, the court denied the Company’s motion to dismiss as to the insurer plaintiff’s direct claims but dismissed the insurer plaintiff’s indirect claims. On February 2, 2021, the insurer plaintiff’s motion for leave to amend its complaint was denied. These actions were consolidated and coordinated in In re Glumetza Antitrust Litigation , Case No. 3:19-cv-05822-WHA (the “ In re Glumetza Antitrust Litigation ”). The lawsuits alleged that a 2012 settlement of a patent litigation regarding Glumetza ® delayed generic entry in exchange for an agreement not to launch an authorized generic of Glumetza ® or grant any other company a license to do so. The complaints alleged that the settlement agreement resulted in higher prices for Glumetza ® and its generic equivalent both prior to and after generic entry. Both the class and non-class plaintiffs sought damages under federal antitrust laws for claims based on direct purchases. On February 8, 2021, the insurer plaintiff filed an action asserting its indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others (the “State Court Action”) (discussed in further detail below, see Glumetza State-Law Insurer Litigations ). On July 26, 2021, the Company reached an agreement in principle and, thereafter, on September 14, 2021, executed a final settlement agreement to resolve the class plaintiffs’ claims for $300 million, subject to court approval. On August 1, 2021, the Company also reached an agreement in principle to resolve the non-class direct purchaser plaintiffs’ claims, described above, for additional consideration. A final settlement agreement with the non-class direct purchaser plaintiffs was executed on August 6, 2021. As part of the settlements, the Company admitted no liability as to the claims against it and denied all allegations of wrongdoing. On September 20, 2021, the insurer plaintiff voluntarily dismissed its claims in the consolidated federal action. By stipulation, the insurer plaintiff has asserted its direct opt-out claims in the State Court Action, resulting in the consolidation of all of its opt-out claims in the State Court Action. On September 22, 2021, the court granted preliminary approval of the class settlement agreement and vacated the October 2021 trial date and all other pre-trial deadlines in the consolidated actions. On February 3, 2022, the court granted final approval of the class settlement and ordered dismissal of the class plaintiffs’ claims. The deadline to appeal the final approval of the class settlement has now passed, and the settlements have resolved and discharged all asserted class and direct purchaser non-class claims against the Company in the In re Glumetza Antitrust Litigation . Generic Pricing Antitrust Litigation The Company’s subsidiaries, Oceanside Pharmaceuticals, Inc. (“Oceanside”), Bausch Health US, LLC (formerly Valeant Pharmaceuticals North America LLC) (“Bausch Health US”) and Bausch Health Americas, Inc. (formerly Valeant Pharmaceuticals International) (“Bausch Health Americas”) (for the purposes of this paragraph, collectively, the “Company”), are defendants in multidistrict antitrust litigation (“MDL”) entitled In re: Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the United States District Court for the Eastern District of Pennsylvania (MDL 2724, 16- MD-2724). The lawsuits seek damages under federal and state antitrust laws, state consumer protection and unjust enrichment laws and allege that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals. The lawsuits, which have been brought as putative class actions by direct purchasers, end payers, and indirect resellers, and as direct actions by direct purchasers, end payers, insurers, States, and various Counties, Cities, and Towns, have been consolidated into the MDL. There are also additional, separate complaints which have been consolidated in the same MDL that do not name the Company or any of its subsidiaries as a defendant. There are cases pending in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, but no complaint has been filed in the cases. The cases have been placed in deferred status. The Company disputes the claims against it and continues to defend itself vigorously. Additionally, Bausch Health Companies Inc. and certain U.S. and Canadian subsidiaries (for the purposes of this paragraph, collectively the “Company”) have been named as defendants in a proposed class proceeding entitled Kathryn Eaton v. Teva Canada Limited, et al. in the Federal Court in Toronto, Ontario, Canada (Court File No. T-607-20). The plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private sector, alleging that the Company and other defendants violated the Competition Act by conspiring to allocate the market, fix prices, and maintain the supply of generic drugs, and seeking damages under federal law. The proposed class action contains similar allegations to the In re: Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States Court for the Eastern District of Pennsylvania. The Company disputes the claims against it and intends to defend itself vigorously. These lawsuits cover products of both Bausch + Lomb and the Company’s businesses. It is anticipated that Bausch + Lomb and the Company will split the fees and expenses associated with defending these claims, as well as any potential damages or other liabilities awarded in or otherwise arising from these claims, in the manner set forth in the Master Separation Agreement between Bausch Health and Bausch + Lomb. 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. Trial is scheduled to begin on August 25, 2023. On April 5, 2022, Health Care Service Corporation filed an action with similar substantive allegations and similar indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others. Defendants’ answers were filed on June 17, 2022. On October 4, 2022, Defendants filed a motion to consolidate this action with the State Court Action. The Company disputes the claims and intends to vigorously defend these matters. Intellectual Property Patent Litigation/Paragraph IV Matters From time to time, the Company (and/or certain of its affiliates) is also party to certain patent infringement proceedings in the United States and Canada, including as arising from claims filed by the Company (or that the Company anticipates filing within the required time periods) in connection with Notices of Paragraph IV Certification (in the United States) and Notices of Allegation (in Canada) received from third-party generic manufacturers respecting their pending applications for generic versions of certain products sold by or on behalf of the Company, including Xifaxan ® 550mg, Bryhali ® , Duobrii ® , Trulance ® , Lumify ® , Relistor ® Injection, Arazlo ® , Nuvessa ® and Colazal ® in the United States and Jublia ® in Canada, or other similar suits. Xifaxan ® Paragraph IV Proceedings On Feb |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Reportable Segments In connection with the Company’s previously announced plan to separate its Solta business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc., the Company had begun managing its operations in a manner which was consistent with the organizational structure of the two separate entities as proposed by the Solta IPO. As a result, during the first quarter of 2022, the Company’s CEO, who is the Company’s Chief Operating Decision Maker, commenced managing the business differently through changes in its operating and reportable segments, which necessitated a realignment of the Company’s historical segment structure. This realignment is consistent with how the Company’s CEO currently: (i) assesses operating performance on a regular basis, (ii) makes resource allocation decisions and (iii) designates responsibilities of his direct reports. Pursuant to these changes, effective in the first quarter of 2022, the Company operates in the following reportable segments: (i) Salix, (ii) International (formerly International Rx), (iii) Solta Medical, (iv) Diversified Products and (v) Bausch + Lomb. The new segment structure does not impact the Company’s reporting units but realigns the two reporting units of the former Ortho Dermatologics segment whereby its medical dermatology reporting unit (Ortho Dermatologics) is now part of the current Diversified Products segment and the Solta reporting unit is now the sole reporting unit of the new Solta Medical segment. Prior period presentation of segment revenues and segment profits has been recast to conform to the current segment reporting structure. On June 16, 2022, the Company announced it was suspending plans for the Solta IPO; however, the Company is continuing to manage and operate the business in its current reportable segment structure. See Note 2, “SIGNIFICANT ACCOUNTING POLICIES” for additional information. The following is a brief description of the Company’s segments: • The Salix segment consists of sales in the U.S. of GI products. Sales of the Xifaxan ® product line represented approximately 80% of the Salix segment’s revenues for each of the three and nine month periods ended September 30, 2022. • The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta aesthetic medical devices, outside the U.S. and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical products and OTC products. • The Solta Medical segment consists of global sales of Solta aesthetic medical devices. • The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) generic products, (iii) Ortho Dermatologics (dermatological) products and (iv) dentistry products. • The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Surgical and Ophthalmic Pharmaceuticals products. Segment profit is based on operating income after the elimination of intercompany transactions, including between Bausch + Lomb and other segments. Certain costs, such as Amortization of intangible assets, Asset impairments, Goodwill impairments, Restructuring, integration, separation and IPO costs and Other (income) expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and incurs certain expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments. In assessing segment performance and managing operations, management does not review segment assets. Furthermore, a portion of share-based compensation is considered a corporate cost, since the amount of such expense depends on company-wide performance rather than the operating performance of any single segment. Segment Revenues and Profits Segment revenues and profits were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Revenues: Salix $ 544 $ 527 $ 1,509 $ 1,515 International 250 271 727 890 Solta Medical 72 74 201 219 Diversified Products 238 290 722 850 Bausch + Lomb 942 949 2,772 2,764 $ 2,046 $ 2,111 $ 5,931 $ 6,238 Segment profits: Salix $ 391 $ 377 $ 1,067 $ 1,074 International 85 92 242 304 Solta Medical 33 40 88 120 Diversified Products 151 185 450 547 Bausch + Lomb 226 247 640 699 886 941 2,487 2,744 Corporate (218) (186) (614) (566) Amortization of intangible assets (290) (338) (902) (1,055) Goodwill impairments (119) — (202) (469) Asset impairments, including loss on assets held for sale (1) (18) (15) (213) Restructuring, integration, separation and IPO costs (10) (8) (58) (29) Other income (expense), net (4) 183 (6) (329) Operating income 244 574 690 83 Interest income 3 2 8 6 Interest expense (385) (351) (1,157) (1,083) Gain (loss) on extinguishment of debt 570 (12) 683 (62) Foreign exchange and other 7 3 4 11 Income (loss) before income taxes $ 439 $ 216 $ 228 $ (1,045) Revenues by Segment and Product Category Revenues by segment and product category were as follows: (in millions) Salix International Solta Medical Diversified Products Bausch + Lomb Total Three Months Ended September 30, 2022 Pharmaceuticals $ 543 $ 72 $ — $ 206 $ 121 $ 942 Devices — — 72 — 390 462 OTC — 38 — 2 362 402 Branded and Other Generics — 131 — 24 65 220 Other revenues 1 9 — 6 4 20 $ 544 $ 250 $ 72 $ 238 $ 942 $ 2,046 Three Months Ended September 30, 2021 Pharmaceuticals $ 525 $ 61 $ — $ 234 $ 121 $ 941 Devices — — 74 — 395 469 OTC — 41 — 3 365 409 Branded and Other Generics — 161 — 47 61 269 Other revenues 2 8 — 6 7 23 $ 527 $ 271 $ 74 $ 290 $ 949 $ 2,111 Nine Months Ended September 30, 2022 Pharmaceuticals $ 1,508 $ 206 $ — $ 608 $ 348 $ 2,670 Devices — — 201 — 1,168 1,369 OTC — 111 — 5 1,061 1,177 Branded and Other Generics — 386 — 91 178 655 Other revenues 1 24 18 17 60 $ 1,509 $ 727 $ 201 $ 722 $ 2,772 $ 5,931 Nine Months Ended September 30, 2021 Pharmaceuticals $ 1,509 $ 187 $ — $ 699 $ 380 $ 2,775 Devices — — 219 — 1,174 1,393 OTC — 98 — 7 1,010 1,115 Branded and Other Generics — 579 — 125 180 884 Other revenues 6 26 — 19 20 71 $ 1,515 $ 890 $ 219 $ 850 $ 2,764 $ 6,238 The top ten products for the nine months ended September 30, 2022 and 2021 represented 48% and 45% of total revenues for the nine months ended September 30, 2022 and 2021, respectively. Geographic Information Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 U.S. and Puerto Rico $ 1,219 $ 1,251 $ 3,524 $ 3,629 China 116 121 293 350 Canada 92 84 258 247 Poland 65 70 204 203 Mexico 70 66 200 191 France 44 50 159 160 Japan 47 57 148 172 Germany 55 64 112 116 United Kingdom 22 19 85 83 Russia 42 36 122 106 Spain 17 20 61 62 Italy 17 20 60 58 South Korea 19 18 58 58 Other 221 235 647 803 $ 2,046 $ 2,111 $ 5,931 $ 6,238 Certain reclassifications have been made and are reflected in the table above. Major Customers Customers that accounted for 10% or more of total revenues were as follows: Nine Months Ended September 30, 2022 2021 AmerisourceBergen Corporation 16% 18% McKesson Corporation (including McKesson Specialty) 13% 16% Cardinal Health, Inc. 11% 12% |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Use of Estimates The accompanying unaudited Consolidated Financial Statements have been prepared by the Company in U.S. dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) on February 23, 2022. The unaudited Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021. The unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. |
Use of Estimates | Use of Estimates In preparing the unaudited Consolidated Financial Statements, management is required to make estimates and assumptions. This includes estimates and assumptions regarding the nature, timing and extent of the impacts that the COVID-19 pandemic will have on its operations and cash flows. The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates and the differences could be material. On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted. |
Principles of Consolidation | Principles of Consolidation The unaudited Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
Revenue Recognition | REVENUE RECOGNITION The Company’s revenues are primarily generated from product sales, principally in the therapeutic areas of GI, 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 primarily in the areas of dermatology and topical medication. Contract service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 19, “SEGMENT INFORMATION” for the disaggregation of revenue which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by the economic factors of each category of customer contracts. Product Sales Provisions As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at reported net product sales. The transaction price for product sales is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers. Provisions for variable consideration are established to reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks, and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities. The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company’s products. These judgments include the potential impact of the COVID-19 pandemic on, among other things, unemployment and related changes in customer health insurance levels, customer behaviors during the COVID-19 pandemic and government stimulus bills that focus on ensuring availability and access to lifesaving drugs during a public health crisis. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or require an adjustment related to past sales, or both. If the trend in actual amounts of variable consideration varies from the Company’s prior estimates, the Company adjusts these estimates when such trend is believed to be sustainable. At that time, the Company would record the necessary adjustments which would affect net product revenue and earnings reported in the current period. The Company applies this method consistently for contracts with similar characteristics. Over the last several years, the Company has increased its focus on maximizing operational efficiencies and continues to take actions to reduce product returns, including, but not limited to: (i) monitoring and reducing customer inventory levels, (ii) instituting disciplined pricing policies and (iii) improving contracting. These actions have had the effect of improving the sales return experience, primarily related to branded and generic products. Sales return provisions for the nine months ended September 30, 2022 and 2021 were $84 million and $94 million, respectively, and include reductions in variable consideration for sales return provisions related to past sales of approximately $21 million and $28 million for the three months ended September 30, 2022 and 2021, respectively. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of variable consideration provisions | The following tables present the activity and ending balances of the Company’s variable consideration provisions for the nine months ended September 30, 2022 and 2021. Nine Months Ended September 30, 2022 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2022 $ 222 $ 482 $ 944 $ 170 $ 45 $ 1,863 Current period provisions 427 84 1,911 1,558 165 4,145 Payments and credits (452) (145) (1,847) (1,532) (88) (4,064) Reserve balances, September 30, 2022 $ 197 $ 421 $ 1,008 $ 196 $ 122 $ 1,944 Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $43 million and $36 million as of September 30, 2022 and January 1, 2022, respectively, which are reflected as a reduction of Trade receivables, net in the Consolidated Balance Sheets. There were no price appreciation credits during the nine months ended September 30, 2022. Nine Months Ended September 30, 2021 (in millions) Discounts Returns Rebates Chargebacks Distribution Total Reserve balances, January 1, 2021 $ 190 $ 575 $ 779 $ 184 $ 85 $ 1,813 Current period provisions 472 94 1,842 1,487 167 4,062 Payments and credits (448) (167) (1,619) (1,524) (166) (3,924) Reserve balances, September 30, 2021 $ 214 $ 502 $ 1,002 $ 147 $ 86 $ 1,951 |
Summary of activity in allowance for credit losses | The activity in the allowance for credit losses for trade receivables for the nine months ended September 30, 2022 and 2021 is as follows. (in millions) 2022 2021 Balance, beginning of period $ 35 $ 39 Provision for expected credit losses (2) (1) Write-offs charged against the allowance — (3) Recoveries of amounts previously written off 4 2 Foreign exchange and other (3) — Balance, end of period $ 34 $ 37 |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of components and classification of financial assets and liabilities measured at fair value | The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis: September 30, 2022 December 31, 2021 (in millions) Carrying Level 1 Level 2 Level 3 Carrying Level 1 Level 2 Level 3 Assets: Cash equivalents $ 24 $ 13 $ 11 $ — $ 76 $ 58 $ 18 $ — Restricted cash and other settlement deposits $ 11 $ 11 $ — $ — $ 1,537 $ 1,537 $ — $ — Foreign currency exchange contracts $ 3 $ — $ 3 $ — $ 1 $ — $ 1 $ — Cross-currency swaps $ 14 $ — $ 14 $ — $ — $ — $ — $ — Liabilities: Acquisition-related contingent consideration $ 224 $ — $ — $ 224 $ 241 $ — $ — $ 241 Foreign currency exchange contracts $ 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 Consolidated Balance Sheet as of September 30, 2022 are as follows: (in millions) Other non-current assets $ 11 Prepaid expenses and other current assets $ 3 Net fair value $ 14 The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 are as follows: (in millions) September 30, December 31, Accrued and other current liabilities $ (6) $ — Prepaid expenses and other current assets $ 3 $ 1 Net fair value $ (3) $ 1 |
Schedule of effect of hedging instruments on financial statements | The following table presents the effect of hedging instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Gain recognized in Other comprehensive loss $ 11 $ 28 $ 11 $ 57 Gain excluded from assessment of hedge effectiveness $ 3 $ 6 $ 3 $ 17 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 Consolidated Statements of Operations and the Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Gain (loss) related to changes in fair value $ 7 $ 2 $ (3) $ 7 Loss related to settlements $ (18) $ (5) $ (21) $ (14) |
Schedule of reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021: September 30, (in millions) 2022 2021 Balance, beginning of period $ 241 $ 328 Adjustments to Acquisition-related contingent consideration: Accretion for the time value of money $ 12 $ 12 Fair value adjustments due to changes in estimates of other future payments (10) (4) Acquisition-related contingent consideration 2 8 Payments/Settlements (19) (93) Foreign currency translation adjustment included in other comprehensive loss — 1 Balance, end of period 224 244 Current portion included in Accrued and other current liabilities 35 37 Non-current portion $ 189 $ 207 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories, net | Inventories, net consist of: (in millions) September 30, December 31, Raw materials $ 302 $ 279 Work in process 120 112 Finished goods 634 602 $ 1,056 $ 993 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of indefinite-lived intangible assets | The major components of intangible assets consist of: September 30, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,748 $ (16,902) $ 3,846 $ 20,842 $ (16,169) $ 4,673 Corporate brands 892 (520) 372 902 (473) 429 Product rights/patents 3,305 (3,197) 108 3,321 (3,174) 147 Partner relationships 135 (135) — 158 (158) — Technology and other 191 (191) — 207 (206) 1 Total finite-lived intangible assets 25,271 (20,945) 4,326 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 26,969 $ (20,945) $ 6,024 $ 27,128 $ (20,180) $ 6,948 |
Schedule of finite-lived intangible assets | The major components of intangible assets consist of: September 30, 2022 December 31, 2021 (in millions) Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Product brands $ 20,748 $ (16,902) $ 3,846 $ 20,842 $ (16,169) $ 4,673 Corporate brands 892 (520) 372 902 (473) 429 Product rights/patents 3,305 (3,197) 108 3,321 (3,174) 147 Partner relationships 135 (135) — 158 (158) — Technology and other 191 (191) — 207 (206) 1 Total finite-lived intangible assets 25,271 (20,945) 4,326 25,430 (20,180) 5,250 Bausch + Lomb Trademark 1,698 — 1,698 1,698 — 1,698 $ 26,969 $ (20,945) $ 6,024 $ 27,128 $ (20,180) $ 6,948 |
Schedule of estimated aggregate amortization expense for each of the five succeeding years | Estimated amortization expense of finite-lived intangible assets for the remainder of 2022 and each of the five succeeding years ending December 31 and thereafter is as follows: (in millions) Remainder of 2022 2023 2024 2025 2026 2027 Thereafter Total Amortization $ 274 $ 1,018 $ 897 $ 792 $ 664 $ 627 $ 54 $ 4,326 |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amounts of goodwill during the nine months ended September 30, 2022 and the year ended December 31, 2021 were as follows: (in millions) Bausch + Lomb/ International Bausch + Lomb Salix International Ortho Dermatologics Solta Medical Diversified Products Total Balance, January 1, 2021 $ 5,704 $ — $ 3,159 $ — $ 1,267 $ — $ 2,914 $ 13,044 Realignment of segment goodwill (5,704) 5,395 — 887 — — (578) — Impairment — — — — (469) — — (469) Foreign exchange and other — (77) — (62) — — 21 (118) Balance, December 31, 2021 — 5,318 3,159 825 798 — 2,357 12,457 Realignment of segment goodwill — — — — (798) 115 683 — Impairments — — — — — — (202) (202) Foreign exchange and other — (164) — (99) — — 52 (211) Balance, September 30, 2022 $ — $ 5,154 $ 3,159 $ 726 $ — $ 115 $ 2,890 $ 12,044 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued and other current liabilities | Accrued and other current liabilities consist of: (in millions) September 30, December 31, Legal matters and related fees $ 323 $ 1,890 Product rebates 965 908 Product returns 421 482 Interest 208 328 Employee compensation and benefit costs 279 336 Income taxes payable 66 98 Other 672 749 $ 2,934 $ 4,791 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following: September 30, 2022 December 31, 2021 (in millions) Maturity Principal Amount Net of Premiums, Discounts and Issuance Costs Principal Amount Net of Premiums, Discounts and Issuance Costs Senior Secured Credit Facilities: 2018 Restated Credit Agreement 2023 Revolving Credit Facility June 2023 $ — $ — $ 285 $ 285 June 2025 Term Loan B Facility June 2025 — — 2,829 2,772 November 2025 Term Loan B Facility November 2025 — — 994 984 2022 Amended Credit Agreement 2027 Revolving Credit Facility February 2027 450 450 — — February 2027 Term Loan B Facility February 2027 2,469 2,419 — — B+L Credit Facilities B+L Revolving Credit Facility May 2027 — — — — B+L Term Facility May 2027 2,494 2,442 — — Senior Secured Notes: 5.50% Secured Notes November 2025 1,750 1,741 1,750 1,739 6.125% Secured Notes February 2027 1,000 986 — — 5.75% Secured Notes August 2027 500 496 500 495 4.875% Secured Notes June 2028 1,600 1,582 1,600 1,580 11.00% First Lien Secured Notes September 2028 1,774 2,826 — — 14.00% Second Lien Secured Notes October 2030 352 711 — — 9.00% Intermediate Holdco Secured Notes January 2028 999 1,423 — — Senior Unsecured Notes: 6.125% April 2025 — — 2,650 2,640 9.00% December 2025 959 950 1,500 1,482 9.25% April 2026 748 743 1,500 1,489 8.50% January 2027 651 652 1,750 1,754 7.00% January 2028 208 207 750 743 5.00% January 2028 466 462 1,250 1,238 6.25% February 2029 866 857 1,500 1,483 5.00% February 2029 463 459 1,000 990 7.25% May 2029 372 369 750 742 5.25% January 2030 869 861 1,250 1,237 5.25% February 2031 572 567 1,000 989 Other Various 12 12 12 12 Total long-term debt $ 19,574 21,215 $ 22,870 22,654 Less: Current portion of long-term debt 411 — Non-current portion of long-term debt $ 20,804 $ 22,654 |
Schedule of aggregate principal amounts of debt validly tendered and subsequently accepted | The aggregate principal amounts of the Existing Unsecured Senior Notes that were validly tendered and accepted by the Company in the Exchange Offer are set forth below: (in millions) 9.00% Senior Notes due 2025 $ 541 9.25% Senior Notes due 2026 752 8.50% Senior Notes due 2027 1,099 7.00% Senior Notes due 2028 540 5.00% Senior Notes due 2028 710 7.25% Senior Notes due 2029 373 6.25% Senior Notes due 2029 540 5.00% Senior Notes due 2029 371 5.25% Senior Notes due 2030 332 5.25% Senior Notes due 2031 336 Total $ 5,594 |
Schedule of long-term debt maturities | Maturities of debt obligations for the remainder of 2022, the five succeeding years ending December 31 and thereafter are as follows: (in millions) Remainder of 2022 $ 38 2023 150 2024 150 2025 2,859 2026 898 2027 6,926 Thereafter 8,553 Total debt obligations 19,574 Unamortized premiums, discounts and issuance costs 1,641 Total long-term debt and other $ 21,215 |
PENSION AND POSTRETIREMENT EM_2
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | Net periodic (benefit) cost for the Company’s defined benefit pension plans and postretirement benefit plan for the nine months ended September 30, 2022 and 2021 consists of: Pension Benefit Plans Postretirement U.S. Plan Non-U.S. Plans (in millions) 2022 2021 2022 2021 2022 2021 Service cost $ 1 $ — $ 3 $ 3 $ — $ — Interest cost 3 3 3 3 1 — Expected return on plan assets (7) (8) (4) (4) — — Amortization of prior service credit and other — — (1) (1) (2) (2) Amortization of net loss — — 1 1 — — Net periodic (benefit) cost $ (3) $ (5) $ 2 $ 2 $ (1) $ (2) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the components and classification of share-based compensation expense | The following table summarizes the components and classification of the Company's share-based compensation expenses related to stock options and RSUs for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Stock options $ 3 $ 4 $ 10 $ 11 RSUs 30 29 81 84 $ 33 $ 33 $ 91 $ 95 Research and development expenses $ 3 $ 2 $ 9 $ 7 Selling, general and administrative expenses 30 31 82 88 $ 33 $ 33 $ 91 $ 95 |
Summary of share-based awards | Share-based awards granted for the nine months ended September 30, 2022 and 2021 consist of: 2022 2021 Bausch Health Share-Based Awards Stock options Granted 2,570,000 1,497,000 Weighted-average exercise price $ 23.95 $ 32.44 Weighted-average grant date fair value $ 6.60 $ 11.11 Time-based RSUs Granted 6,151,000 3,119,000 Weighted-average grant date fair value $ 11.76 $ 31.93 TSR performance-based RSUs Granted — 400,000 Weighted-average grant date fair value $ — $ 56.04 ROTC performance-based RSUs Granted 369,000 413,000 Weighted-average grant date fair value $ 9.40 $ 31.72 B+L Separation performance-based RSUs Granted — 222,000 Weighted-average grant date fair value $ — $ 28.49 Bausch+ Lomb Share-Based Awards Stock options Granted 6,455,000 — Weighted-average exercise price $ 18.00 $ — Weighted-average grant date fair value $ 4.55 $ — Time-based RSUs Granted 4,205,000 — Weighted-average grant date fair value $ 17.22 $ — |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Schedule of the components of Accumulated other comprehensive loss | Accumulated other comprehensive loss consists of: (in millions) September 30, December 31, Foreign currency translation adjustment $ (2,252) $ (1,905) Pension and postretirement benefit plan adjustments, net of income taxes (13) (19) $ (2,265) $ (1,924) |
RESEARCH AND DEVELOPMENT (Table
RESEARCH AND DEVELOPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Research and Development [Abstract] | |
Summary of research and development | Research and development costs consist of: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Product related research and development $ 125 $ 114 $ 366 $ 328 Quality assurance 8 7 21 20 $ 133 $ 121 $ 387 $ 348 |
OTHER EXPENSE (INCOME), NET (Ta
OTHER EXPENSE (INCOME), NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense (income), net | Other expense (income), net consists of: Three Months Ended Nine Months Ended (in millions) 2022 2021 2022 2021 Litigation and other matters $ — $ (212) $ 7 $ 320 Acquisition-related contingent consideration 4 8 2 8 (Gain) loss on sale of assets, net — 21 (3) (2) Acquired in-process research and development costs — — 1 3 Other, Net — — (1) — $ 4 $ (183) $ 6 $ 329 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of earnings (loss) per share | Earnings (loss) per share attributable to Bausch Health Companies Inc. were calculated as follows: Three Months Ended Nine Months Ended (in millions, except per share amounts) 2022 2021 2022 2021 Net income (loss) attributable to Bausch Health Companies Inc. $ 399 $ 188 $ 185 $ (1,017) Basic weighted-average common shares outstanding 362.5 359.6 361.8 358.5 Diluted effect of stock options and RSUs 0.9 4.4 1.9 — Diluted weighted-average common shares outstanding $ 363.4 $ 364.0 $ 363.7 $ 358.5 Earnings (loss) per share attributable to Bausch Health Companies Inc. Basic $ 1.10 $ 0.52 $ 0.51 $ (2.84) Diluted $ 1.10 $ 0.52 $ 0.51 $ (2.84) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment revenues and profit | Segment revenues and profits were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 Revenues: Salix $ 544 $ 527 $ 1,509 $ 1,515 International 250 271 727 890 Solta Medical 72 74 201 219 Diversified Products 238 290 722 850 Bausch + Lomb 942 949 2,772 2,764 $ 2,046 $ 2,111 $ 5,931 $ 6,238 Segment profits: Salix $ 391 $ 377 $ 1,067 $ 1,074 International 85 92 242 304 Solta Medical 33 40 88 120 Diversified Products 151 185 450 547 Bausch + Lomb 226 247 640 699 886 941 2,487 2,744 Corporate (218) (186) (614) (566) Amortization of intangible assets (290) (338) (902) (1,055) Goodwill impairments (119) — (202) (469) Asset impairments, including loss on assets held for sale (1) (18) (15) (213) Restructuring, integration, separation and IPO costs (10) (8) (58) (29) Other income (expense), net (4) 183 (6) (329) Operating income 244 574 690 83 Interest income 3 2 8 6 Interest expense (385) (351) (1,157) (1,083) Gain (loss) on extinguishment of debt 570 (12) 683 (62) Foreign exchange and other 7 3 4 11 Income (loss) before income taxes $ 439 $ 216 $ 228 $ (1,045) |
Schedule of revenues by segment and product category | Revenues by segment and product category were as follows: (in millions) Salix International Solta Medical Diversified Products Bausch + Lomb Total Three Months Ended September 30, 2022 Pharmaceuticals $ 543 $ 72 $ — $ 206 $ 121 $ 942 Devices — — 72 — 390 462 OTC — 38 — 2 362 402 Branded and Other Generics — 131 — 24 65 220 Other revenues 1 9 — 6 4 20 $ 544 $ 250 $ 72 $ 238 $ 942 $ 2,046 Three Months Ended September 30, 2021 Pharmaceuticals $ 525 $ 61 $ — $ 234 $ 121 $ 941 Devices — — 74 — 395 469 OTC — 41 — 3 365 409 Branded and Other Generics — 161 — 47 61 269 Other revenues 2 8 — 6 7 23 $ 527 $ 271 $ 74 $ 290 $ 949 $ 2,111 Nine Months Ended September 30, 2022 Pharmaceuticals $ 1,508 $ 206 $ — $ 608 $ 348 $ 2,670 Devices — — 201 — 1,168 1,369 OTC — 111 — 5 1,061 1,177 Branded and Other Generics — 386 — 91 178 655 Other revenues 1 24 18 17 60 $ 1,509 $ 727 $ 201 $ 722 $ 2,772 $ 5,931 Nine Months Ended September 30, 2021 Pharmaceuticals $ 1,509 $ 187 $ — $ 699 $ 380 $ 2,775 Devices — — 219 — 1,174 1,393 OTC — 98 — 7 1,010 1,115 Branded and Other Generics — 579 — 125 180 884 Other revenues 6 26 — 19 20 71 $ 1,515 $ 890 $ 219 $ 850 $ 2,764 $ 6,238 |
Schedule of revenue attributed to a geographic region | Revenues are attributed to a geographic region based on the location of the customer and were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2022 2021 2022 2021 U.S. and Puerto Rico $ 1,219 $ 1,251 $ 3,524 $ 3,629 China 116 121 293 350 Canada 92 84 258 247 Poland 65 70 204 203 Mexico 70 66 200 191 France 44 50 159 160 Japan 47 57 148 172 Germany 55 64 112 116 United Kingdom 22 19 85 83 Russia 42 36 122 106 Spain 17 20 61 62 Italy 17 20 60 58 South Korea 19 18 58 58 Other 221 235 647 803 $ 2,046 $ 2,111 $ 5,931 $ 6,238 |
Schedule of customers that accounted for 10% or more of total revenue | Customers that accounted for 10% or more of total revenues were as follows: Nine Months Ended September 30, 2022 2021 AmerisourceBergen Corporation 16% 18% McKesson Corporation (including McKesson Specialty) 13% 16% Cardinal Health, Inc. 11% 12% |
DESCRIPTION OF BUSINESS - Narra
DESCRIPTION OF BUSINESS - Narrative (Details) | Sep. 30, 2022 country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates | 100 |
Bausch + Lomb | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Ownership percentage by parent | 89% |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 01, 2022 | May 10, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, outstanding (in shares) | 361,781,292 | 359,405,748 | ||
Bausch + Lomb | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common shares, outstanding (in shares) | 310,449,643 | |||
Percentage of shares held | 89% | |||
IPO and Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold, net proceeds | $ 675 | |||
B+L IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold (in shares) | 35,000,000 | |||
Price of shares sold (in usd per share) | $ 18 | |||
Over-Allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares sold (in shares) | 4,550,357 | |||
Price of shares sold (in usd per share) | $ 18 | |||
Underwriters option to purchase additional shares, term | 30 days | |||
Number of additional shares available for issuance (in shares) | 5,250,000 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Sales return provisions | $ 4,145,000,000 | $ 4,062,000,000 | ||||||
Cooperative advertising credits included in rebates | $ 1,944,000,000 | $ 1,951,000,000 | 1,944,000,000 | 1,951,000,000 | $ 1,863,000,000 | $ 1,813,000,000 | ||
Price appreciation credits | 2,046,000,000 | 2,111,000,000 | 5,931,000,000 | 6,238,000,000 | ||||
Price Appreciation Credit | ||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Price appreciation credits | 0 | 1,000,000 | ||||||
Returns | ||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Sales return provisions | 84,000,000 | 94,000,000 | ||||||
Reduction in variable consideration provision, adjustment | 21,000,000 | 28,000,000 | ||||||
Cooperative advertising credits included in rebates | 421,000,000 | 502,000,000 | 421,000,000 | 502,000,000 | $ 482,000,000 | $ 575,000,000 | ||
Rebates, Advertising Credits Portion | ||||||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||||||
Cooperative advertising credits included in rebates | $ 43,000,000 | $ 38,000,000 | $ 43,000,000 | $ 38,000,000 | $ 36,000,000 | $ 32,000,000 |
REVENUE RECOGNITION - Variable
REVENUE RECOGNITION - Variable Consideration Provisions (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | $ 1,863 | $ 1,813 |
Current period provisions | 4,145 | 4,062 |
Payments and credits | (4,064) | (3,924) |
Reserve ending balance | 1,944 | 1,951 |
Discounts and Allowances | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 222 | 190 |
Current period provisions | 427 | 472 |
Payments and credits | (452) | (448) |
Reserve ending balance | 197 | 214 |
Returns | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 482 | 575 |
Current period provisions | 84 | 94 |
Payments and credits | (145) | (167) |
Reserve ending balance | 421 | 502 |
Rebates | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 944 | 779 |
Current period provisions | 1,911 | 1,842 |
Payments and credits | (1,847) | (1,619) |
Reserve ending balance | 1,008 | 1,002 |
Chargebacks | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 170 | 184 |
Current period provisions | 1,558 | 1,487 |
Payments and credits | (1,532) | (1,524) |
Reserve ending balance | 196 | 147 |
Distribution Fees | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Reserve beginning balance | 45 | 85 |
Current period provisions | 165 | 167 |
Payments and credits | (88) | (166) |
Reserve ending balance | $ 122 | $ 86 |
REVENUE RECOGNITION - Activity
REVENUE RECOGNITION - Activity in Allowance for Credit Losses (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 35 | $ 39 |
Provision for expected credit losses | (2) | (1) |
Write-offs charged against the allowance | 0 | (3) |
Recoveries of amounts previously written off | 4 | 2 |
Foreign exchange and other | (3) | 0 |
Ending balance | $ 34 | $ 37 |
LICENSING AGREEMENTS AND DIVE_2
LICENSING AGREEMENTS AND DIVESTITURE - Narrative (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Amoun - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Cash proceeds from divestiture | $ 740 | ||
Impairment of long-lived assets | $ 26 | ||
Revenue associated with products for disposal | 20 | $ 157 | |
Asset impairments, including loss on assets held for sale | |||
Business Acquisition [Line Items] | |||
Impairment of long-lived assets | $ 88 | ||
Other (income) expense, net | |||
Business Acquisition [Line Items] | |||
Impairment of long-lived assets | $ 26 |
RESTRUCTURING, INTEGRATION, S_2
RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost-rationalization and integration initiatives | ||||
Separation and IPO-related costs included in selling, general and administrative expenses | $ 661 | $ 653 | $ 1,959 | $ 1,944 |
Restructuring and Integration Costs | ||||
Cost-rationalization and integration initiatives | ||||
Liabilities associated with restructuring, integration and separation costs | $ 13 | 13 | ||
Costs incurred | 28 | 9 | ||
Restructuring payments | 37 | 13 | ||
Separation and IPO Costs | ||||
Cost-rationalization and integration initiatives | ||||
Restructuring, integration, separation, and IPO costs | 30 | 20 | ||
Separation and IPO-related costs included in selling, general and administrative expenses | $ 84 | $ 91 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring basis - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents | $ 24 | $ 76 |
Restricted cash and other settlement deposits | 11 | 1,537 |
Liabilities: | ||
Acquisition-related contingent consideration | 224 | 241 |
Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative assets | 3 | 1 |
Liabilities: | ||
Foreign currency exchange contracts | 6 | 0 |
Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | Bausch + Lomb | ||
Assets: | ||
Derivative assets | 14 | 0 |
Level 1 | ||
Assets: | ||
Cash equivalents | 13 | 58 |
Restricted cash and other settlement deposits | 11 | 1,537 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Level 1 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Foreign currency exchange contracts | 0 | 0 |
Level 1 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | Bausch + Lomb | ||
Assets: | ||
Derivative assets | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash equivalents | 11 | 18 |
Restricted cash and other settlement deposits | 0 | 0 |
Liabilities: | ||
Acquisition-related contingent consideration | 0 | 0 |
Level 2 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative assets | 3 | 1 |
Liabilities: | ||
Foreign currency exchange contracts | 6 | 0 |
Level 2 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | Bausch + Lomb | ||
Assets: | ||
Derivative assets | 14 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Restricted cash and other settlement deposits | 0 | 0 |
Liabilities: | ||
Acquisition-related contingent consideration | 224 | 241 |
Level 3 | Foreign currency exchange contracts | Not Designated as Hedging Instrument | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Foreign currency exchange contracts | 0 | 0 |
Level 3 | Cross-currency swaps | Designated as Hedging Instrument | Net Investment Hedging | Bausch + Lomb | ||
Assets: | ||
Derivative assets | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS AND F_4
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis, Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 16, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) appeal | Sep. 30, 2021 USD ($) | |
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 | $ 486 | $ 486 | $ 582 | $ 690 | |
Bausch + Lomb | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | 297 | $ 297 | |||
US Securities Litigation | Settled Litigation | NEW JERSEY | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Settlement, escrow fund included in restricted cash and other settlement deposits | $ 1,210 | $ 1,210 | |||
Settlement, escrow fund included in restricted cash, number of objectors' appeals | appeal | 1 | ||||
Decrease in restricted cash and other settlement deposits | 1,210 | ||||
Decrease in accrued and other current liabilities | $ 1,210 |
FAIR VALUE MEASUREMENTS AND F_5
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Cross-currency Swaps, Narrative (Details) - Net Investment Hedging - Cross-currency swaps - Designated as Hedging Instrument - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Aggregate notional amounts | $ 1,250,000,000 | ||
Payments or receipts in settlement of cross-currency swaps | $ 0 | $ 23,000,000 | |
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 $ in Millions | Sep. 30, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Net fair value | $ 14 |
Other non-current assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Net fair value | 11 |
Prepaid expenses and other current assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Net fair value | $ 3 |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain recognized in Other comprehensive loss | $ 11 | $ 28 | $ 11 | $ 57 |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain excluded from assessment of hedge effectiveness | $ 3 | $ 6 | $ 3 | $ 17 |
FAIR VALUE MEASUREMENTS AND F_8
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Foreign Currency Exchange Contracts, Narrative (Details) | Sep. 30, 2022 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 | $ 394,000,000 |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ (3) | $ 1 |
Accrued and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | (6) | 0 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Net fair value | $ (3) | $ (1) |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) related to changes in fair value | $ 7 | $ 2 | $ (3) | $ 7 |
Loss related to settlements | $ (18) | $ (5) | $ (21) | $ (14) |
FAIR VALUE MEASUREMENTS AND _11
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Narrative (Details) - Recurring basis - Level 3 | Sep. 30, 2022 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 | 0.18 |
Measurement Input, Weighted Average Risk-Adjusted Discount Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, contingent consideration obligations, discount rate | 0.07 |
FAIR VALUE MEASUREMENTS AND _12
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - Acquisition-related Contingent Consideration Obligations, Reconciliation of Contingent Consideration Obligations (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance, beginning of period | $ 241 | $ 328 |
Acquisition-related contingent consideration | 2 | 8 |
Payments/Settlements | (19) | (93) |
Foreign currency translation adjustment included in other comprehensive loss | 0 | 1 |
Balance, end of period | 224 | 244 |
Current portion included in Accrued and other current liabilities | 35 | 37 |
Non-current portion | 189 | 207 |
Accretion for the time value of money | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | 12 | 12 |
Fair value adjustments due to changes in estimates of other future payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Acquisition-related contingent consideration | $ (10) | $ (4) |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Nonrecurring adjustment | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 13,450 | $ 22,689 |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 302 | $ 279 |
Work in process | 120 | 112 |
Finished goods | 634 | 602 |
Total Inventories | $ 1,056 | $ 993 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Major Components of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,271 | $ 25,430 |
Accumulated Amortization and Impairments | (20,945) | (20,180) |
Net Carrying Amount | 4,326 | 5,250 |
Total intangible assets | ||
Gross Carrying Amount | 26,969 | 27,128 |
Net Carrying Amount | 6,024 | 6,948 |
Bausch + Lomb Trademark | ||
Indefinite-lived intangible assets: | ||
Net Carrying Amount | 1,698 | 1,698 |
Product brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 20,748 | 20,842 |
Accumulated Amortization and Impairments | (16,902) | (16,169) |
Net Carrying Amount | 3,846 | 4,673 |
Corporate brands | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 892 | 902 |
Accumulated Amortization and Impairments | (520) | (473) |
Net Carrying Amount | 372 | 429 |
Product rights/patents | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 3,305 | 3,321 |
Accumulated Amortization and Impairments | (3,197) | (3,174) |
Net Carrying Amount | 108 | 147 |
Partner relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 135 | 158 |
Accumulated Amortization and Impairments | (135) | (158) |
Net Carrying Amount | 0 | 0 |
Technology and other | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 191 | 207 |
Accumulated Amortization and Impairments | (191) | (206) |
Net Carrying Amount | $ 0 | $ 1 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 01, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) reporting_unit | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) reporting_unit | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) reporting_unit | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |||||||||||
Asset impairments, including loss on assets held for sale | $ 1,000,000 | $ 18,000,000 | $ 15,000,000 | $ 213,000,000 | |||||||
Impairment of intangible assets | 213,000,000 | ||||||||||
Finite-lived intangible assets | 4,326,000,000 | 4,326,000,000 | $ 5,250,000,000 | ||||||||
Revenues | 2,046,000,000 | 2,111,000,000 | 5,931,000,000 | 6,238,000,000 | |||||||
Fair value of reporting value, greater than its carrying value | 45% | 40% | |||||||||
Goodwill impairment | $ 0 | $ 0 | 202,000,000 | 469,000,000 | |||||||
Accumulated goodwill impairment charges | 4,382,000,000 | 4,382,000,000 | |||||||||
Bausch + Lomb | |||||||||||
Goodwill [Line Items] | |||||||||||
Number of reporting units | reporting_unit | 3 | ||||||||||
Ortho Dermatologics | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill impairment | $ 0 | 469,000,000 | |||||||||
Number of reporting units | reporting_unit | 2 | 2 | |||||||||
Salix | |||||||||||
Goodwill [Line Items] | |||||||||||
Revenues | $ 544,000,000 | $ 527,000,000 | $ 1,509,000,000 | 1,515,000,000 | |||||||
Goodwill impairment | $ 0 | 0 | |||||||||
Reporting Units Excluding Ortho Dermatologics | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill impairment | 0 | ||||||||||
Ortho Dermatologics Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 1% | 1% | 1% | 1% | 1% | 1% | 1% | ||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9% | 10% | 10.50% | 10% | 9% | 10.50% | |||||
Fair value of reporting value, greater than its carrying value | 10% | 2% | |||||||||
Goodwill impairment | $ 0 | $ 469,000,000 | $ 119,000,000 | $ 83,000,000 | $ 0 | ||||||
Reporting unit, impairment test, estimated cash flows, change in discount rate | 1% | 1% | |||||||||
Vision Care, Surgical And Ophthalmic Reporting Units | Bausch + Lomb | |||||||||||
Goodwill [Line Items] | |||||||||||
Fair value of reporting value, greater than its carrying value | 25% | 25% | |||||||||
Goodwill impairment | $ 0 | ||||||||||
All Reporting Units, Excluding Ortho Dermatologics, Vision Care, Surgical and Ophthalmic | |||||||||||
Goodwill [Line Items] | |||||||||||
Goodwill impairment | $ 0 | ||||||||||
Salix Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 2.50% | 2.50% | |||||||||
Fair value of reporting value, greater than its carrying value | 5% | 5% | |||||||||
Goodwill impairment | $ 0 | ||||||||||
Minimum | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 2% | 1% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 7% | 11% | |||||||||
Minimum | Ortho Dermatologics Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9% | ||||||||||
Minimum | Vision Care, Surgical And Ophthalmic Reporting Units | Bausch + Lomb | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 2% | 2% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9% | 9% | |||||||||
Minimum | Salix Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 9.75% | 9.75% | |||||||||
Maximum | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 3% | 3% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10% | 12.25% | |||||||||
Maximum | Ortho Dermatologics Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10% | ||||||||||
Maximum | Vision Care, Surgical And Ophthalmic Reporting Units | Bausch + Lomb | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, long-term growth rate | 3% | 3% | |||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 11.50% | 11.50% | |||||||||
Maximum | Salix Reporting Unit | |||||||||||
Goodwill [Line Items] | |||||||||||
Reporting unit, impairment test, estimated cash flows, discount rate | 10% | 10% | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amoun | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment of intangible assets | 88,000,000 | ||||||||||
Xifaxan Branded Products | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment of intangible assets | $ 0 | ||||||||||
Finite-lived intangible assets | $ 2,828,000,000 | $ 2,828,000,000 | |||||||||
Finite lived intangible assets, useful life | 63 months | ||||||||||
Revenues | $ 1,216,000,000 | 1,194,000,000 | |||||||||
Finite lived intangible assets, annual amortization expense | $ 539,000,000 | ||||||||||
Xifaxan Branded Products | Salix | Revenue from Contract with Customer, Segment Benchmark | Product Concentration Risk | |||||||||||
Goodwill [Line Items] | |||||||||||
Concentration risk percentage | 80% | 80% | |||||||||
Product brands | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment of intangible assets | $ 10,000,000 | 105,000,000 | |||||||||
Finite-lived intangible assets | $ 3,846,000,000 | 3,846,000,000 | $ 4,673,000,000 | ||||||||
Discontinued Product Lines | |||||||||||
Goodwill [Line Items] | |||||||||||
Impairment of intangible assets | $ 5,000,000 | $ 20,000,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization Expense (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 274 | |
2023 | 1,018 | |
2024 | 897 | |
2025 | 792 | |
2026 | 664 | |
2027 | 627 | |
Thereafter | 54 | |
Net Carrying Amount | $ 4,326 | $ 5,250 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Amount of Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | $ 12,457,000,000 | $ 13,044,000,000 | ||
Realignment of segment goodwill | 0 | 0 | ||
Impairments | $ 0 | $ 0 | (202,000,000) | (469,000,000) |
Foreign exchange and other | (211,000,000) | (118,000,000) | ||
Balance at the end of the period | 12,044,000,000 | 12,457,000,000 | ||
Bausch + Lomb/ International | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 0 | 5,704,000,000 | ||
Realignment of segment goodwill | 0 | (5,704,000,000) | ||
Impairments | 0 | 0 | ||
Foreign exchange and other | 0 | 0 | ||
Balance at the end of the period | 0 | 0 | ||
Bausch + Lomb | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 5,318,000,000 | 0 | ||
Realignment of segment goodwill | 0 | 5,395,000,000 | ||
Impairments | 0 | 0 | ||
Foreign exchange and other | (164,000,000) | (77,000,000) | ||
Balance at the end of the period | 5,154,000,000 | 5,318,000,000 | ||
Salix | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 3,159,000,000 | 3,159,000,000 | ||
Realignment of segment goodwill | 0 | 0 | ||
Impairments | 0 | 0 | ||
Foreign exchange and other | 0 | 0 | ||
Balance at the end of the period | 3,159,000,000 | 3,159,000,000 | ||
International | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 825,000,000 | 0 | ||
Realignment of segment goodwill | 0 | 887,000,000 | ||
Impairments | 0 | 0 | ||
Foreign exchange and other | (99,000,000) | (62,000,000) | ||
Balance at the end of the period | 726,000,000 | 825,000,000 | ||
Ortho Dermatologics | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 798,000,000 | 1,267,000,000 | ||
Realignment of segment goodwill | (798,000,000) | 0 | ||
Impairments | 0 | (469,000,000) | ||
Foreign exchange and other | 0 | 0 | ||
Balance at the end of the period | 0 | 798,000,000 | ||
Solta Medical | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 0 | 0 | ||
Realignment of segment goodwill | 115,000,000 | 0 | ||
Impairments | 0 | 0 | ||
Foreign exchange and other | 0 | 0 | ||
Balance at the end of the period | 115,000,000 | 0 | ||
Diversified Products | ||||
Change in the carrying amount of goodwill | ||||
Balance at the beginning of the period | 2,357,000,000 | 2,914,000,000 | ||
Realignment of segment goodwill | 683,000,000 | (578,000,000) | ||
Impairments | (202,000,000) | 0 | ||
Foreign exchange and other | 52,000,000 | 21,000,000 | ||
Balance at the end of the period | $ 2,890,000,000 | $ 2,357,000,000 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES - Summary of Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal matters and related fees | $ 323 | $ 1,890 |
Product rebates | 965 | 908 |
Product returns | 421 | 482 |
Interest | 208 | 328 |
Employee compensation and benefit costs | 279 | 336 |
Income taxes payable | 66 | 98 |
Other | 672 | 749 |
Accrued and other current liabilities | $ 2,934 | $ 4,791 |
FINANCING ARRANGEMENTS - Summar
FINANCING ARRANGEMENTS - Summary of Consolidated Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Feb. 10, 2022 | Dec. 31, 2021 | Jun. 08, 2021 |
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | $ 19,574 | $ 22,870 | ||
Total long-term debt | 21,215 | 22,654 | ||
Less: Current portion of long-term debt | 411 | 0 | ||
Non-current portion of long-term debt | 20,804 | 22,654 | ||
Term Loan B Facility Due June 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 0 | 2,829 | ||
Total long-term debt | 0 | 2,772 | ||
Term Loan B Facility Due November 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 0 | 994 | ||
Total long-term debt | 0 | 984 | ||
Term Loan B Facility Due February 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 2,469 | 0 | ||
Total long-term debt | $ 2,419 | 0 | ||
Term Facility Due May 2027 | Bausch + Lomb | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 6.10% | |||
Principal Amount | $ 2,494 | 0 | ||
Total long-term debt | $ 2,442 | 0 | ||
Secured Notes | 5.50% Senior Notes Due November 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.50% | |||
Principal Amount | $ 1,750 | 1,750 | ||
Total long-term debt | $ 1,741 | 1,739 | ||
Secured Notes | 6.125% Senior Notes Due February 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | ||
Principal Amount | $ 1,000 | 0 | ||
Total long-term debt | $ 986 | 0 | ||
Secured Notes | 5.75% Senior Notes Due August 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.75% | |||
Principal Amount | $ 500 | 500 | ||
Total long-term debt | $ 496 | 495 | ||
Secured Notes | 4.875% Senior Notes Due June 2028 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 4.875% | 4.875% | ||
Principal Amount | $ 1,600 | 1,600 | ||
Total long-term debt | $ 1,582 | 1,580 | ||
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 | 0 | ||
Total long-term debt | $ 2,826 | 0 | ||
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 | 0 | ||
Total long-term debt | $ 711 | 0 | ||
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 | 0 | ||
Total long-term debt | $ 1,423 | 0 | ||
Unsecured Notes | 6.125% Senior Notes Due April 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 6.125% | |||
Principal Amount | $ 0 | 2,650 | ||
Total long-term debt | $ 0 | 2,640 | ||
Unsecured Notes | 9.00% Senior Notes due 2025 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 9% | |||
Principal Amount | $ 959 | 1,500 | ||
Total long-term debt | $ 950 | 1,482 | ||
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 | $ 748 | 1,500 | ||
Total long-term debt | $ 743 | 1,489 | ||
Unsecured Notes | 8.50% Senior Notes due 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 8.50% | |||
Principal Amount | $ 651 | 1,750 | ||
Total long-term debt | $ 652 | 1,754 | ||
Unsecured Notes | 7.00% Senior Notes due 2028 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 7% | |||
Principal Amount | $ 208 | 750 | ||
Total long-term debt | $ 207 | 743 | ||
Unsecured Notes | 5.00% Senior Notes due 2028 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5% | |||
Principal Amount | $ 466 | 1,250 | ||
Total long-term debt | $ 462 | 1,238 | ||
Unsecured Notes | 6.25% Senior Notes due 2029 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 6.25% | |||
Principal Amount | $ 866 | 1,500 | ||
Total long-term debt | $ 857 | 1,483 | ||
Unsecured Notes | 5.00% Senior Notes due 2029 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5% | |||
Principal Amount | $ 463 | 1,000 | ||
Total long-term debt | $ 459 | 990 | ||
Unsecured Notes | 7.25% Senior Notes due 2029 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 7.25% | |||
Principal Amount | $ 372 | 750 | ||
Total long-term debt | $ 369 | 742 | ||
Unsecured Notes | 5.25% Senior Notes due 2030 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.25% | |||
Principal Amount | $ 869 | 1,250 | ||
Total long-term debt | $ 861 | 1,237 | ||
Unsecured Notes | 5.25% Senior Notes due 2031 | ||||
Long-term debt, net of unamortized debt discount | ||||
Stated interest rate on debt (as a percent) | 5.25% | |||
Principal Amount | $ 572 | 1,000 | ||
Total long-term debt | 567 | 989 | ||
Unsecured Notes | Other | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 12 | 12 | ||
Total long-term debt | 12 | 12 | ||
Revolving Credit Facility | Revolving Credit Facility Due June 2023 | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 0 | 285 | ||
Total long-term debt | 0 | 285 | ||
Revolving Credit Facility | Revolving Credit Facility Due February 2027 | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 450 | 0 | ||
Total long-term debt | 450 | 0 | ||
Revolving Credit Facility | Revolving Credit Facility Due May 2027 | Bausch + Lomb | ||||
Long-term debt, net of unamortized debt discount | ||||
Principal Amount | 0 | 0 | ||
Total long-term debt | $ 0 | $ 0 |
FINANCING ARRANGEMENTS - Covena
FINANCING ARRANGEMENTS - Covenant Compliance (Details) $ in Millions | Sep. 30, 2022 USD ($) |
9.00% Intermediate Holdco Senior Notes, Due January 2028 | Secured Notes | |
Debt Instrument [Line Items] | |
Stated interest rate on debt (as a percent) | 9% |
Senior Secured Credit Facility | |
Debt Instrument [Line Items] | |
Amount available for restricted payments | $ 12,000 |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 2 |
Secured leverage ratio | 4 |
FINANCING ARRANGEMENTS - Exchan
FINANCING ARRANGEMENTS - Exchange Offer (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 10, 2022 | Jun. 08, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Extinguishment of Debt [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ (63,000,000) | $ (38,000,000) | $ 570,000,000 | $ (12,000,000) | $ 683,000,000 | $ (62,000,000) | ||
Bausch + Lomb | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Ownership percentage | 89% | 89% | 89% | |||||
Bausch + Lomb | Intermediate Holdco | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Ownership percentage | 38.60% | 38.60% | 38.60% | |||||
Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ 570,000,000 | |||||||
Third party fees | $ 25,000,000 | |||||||
Exchange Offer | Bausch + Lomb | Intermediate Holdco | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Ownership percentage | 38.60% | 38.60% | 38.60% | |||||
Unsecured Notes | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 481,000,000 | |||||||
Gain (loss) on extinguishment of debt | $ 570,000,000 | $ 176,000,000 | ||||||
Unsecured Notes | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 5,594,000,000 | $ 5,594,000,000 | $ 5,594,000,000 | |||||
Unsecured Notes | 9.25% Senior Notes due 2026 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 9.25% | 9.25% | 9.25% | |||||
Unsecured Notes | 9.25% Senior Notes due 2026 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 752,000,000 | $ 752,000,000 | $ 752,000,000 | |||||
Stated interest rate on debt (as a percent) | 9.25% | 9.25% | 9.25% | |||||
Unsecured Notes | 8.50% Senior Notes due 2027 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | 8.50% | |||||
Unsecured Notes | 8.50% Senior Notes due 2027 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 1,099,000,000 | $ 1,099,000,000 | $ 1,099,000,000 | |||||
Stated interest rate on debt (as a percent) | 8.50% | 8.50% | 8.50% | |||||
Unsecured Notes | 5.00% Senior Notes due 2028 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 5% | 5% | 5% | |||||
Unsecured Notes | 5.00% Senior Notes due 2028 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 710,000,000 | $ 710,000,000 | $ 710,000,000 | |||||
Stated interest rate on debt (as a percent) | 5% | 5% | 5% | |||||
Unsecured Notes | 7.00% Senior Notes due 2028 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 7% | 7% | 7% | |||||
Unsecured Notes | 7.00% Senior Notes due 2028 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 540,000,000 | $ 540,000,000 | $ 540,000,000 | |||||
Stated interest rate on debt (as a percent) | 7% | 7% | 7% | |||||
Unsecured Notes | 7.25% Senior Notes due 2029 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 7.25% | 7.25% | 7.25% | |||||
Unsecured Notes | 7.25% Senior Notes due 2029 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount of debt exchanged | $ 373,000,000 | $ 373,000,000 | $ 373,000,000 | |||||
Stated interest rate on debt (as a percent) | 7.25% | 7.25% | 7.25% | |||||
Secured Notes | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount issued | $ 3,125,000,000 | $ 3,125,000,000 | $ 3,125,000,000 | |||||
Reduction of outstanding principal | 2,469,000,000 | 2,469,000,000 | 2,469,000,000 | |||||
Debt instrument, premium | $ 1,835,000,000 | $ 1,835,000,000 | $ 1,835,000,000 | |||||
Secured Notes | 11.00% First Lien Senior Notes, Due September 2028 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 11% | 11% | 11% | |||||
Secured Notes | 11.00% First Lien Senior Notes, Due September 2028 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount issued | $ 1,774,000,000 | $ 1,774,000,000 | $ 1,774,000,000 | |||||
Stated interest rate on debt (as a percent) | 11% | 11% | 11% | |||||
Secured Notes | 14.00% Second Lien Senior Notes, Due October 2030 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 14% | 14% | 14% | |||||
Secured Notes | 14.00% Second Lien Senior Notes, Due October 2030 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount issued | $ 352,000,000 | $ 352,000,000 | $ 352,000,000 | |||||
Stated interest rate on debt (as a percent) | 14% | 14% | 14% | |||||
Secured Notes | 9.00% Intermediate Holdco Senior Notes, Due January 2028 | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Stated interest rate on debt (as a percent) | 9% | 9% | 9% | |||||
Secured Notes | 9.00% Intermediate Holdco Senior Notes, Due January 2028 | Exchange Offer | ||||||||
Extinguishment of Debt [Line Items] | ||||||||
Aggregate principal amount issued | $ 999,000,000 | $ 999,000,000 | $ 999,000,000 | |||||
Stated interest rate on debt (as a percent) | 9% | 9% | 9% |
FINANCING ARRANGEMENTS - Summ_2
FINANCING ARRANGEMENTS - Summary of Aggregate Principal Amounts Validly Tendered and Accepted (Details) - Existing Unsecured Senior Notes - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Extinguishment of Debt [Line Items] | ||
Total | $ 481,000,000 | |
Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 5,594,000,000 | |
9.00% Senior Notes due 2025 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 9% | |
9.00% Senior Notes due 2025 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 541,000,000 | |
Stated interest rate on debt (as a percent) | 9% | |
9.25% Senior Notes due 2026 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 9.25% | |
9.25% Senior Notes due 2026 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 752,000,000 | |
Stated interest rate on debt (as a percent) | 9.25% | |
8.50% Senior Notes due 2027 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 8.50% | |
8.50% Senior Notes due 2027 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 1,099,000,000 | |
Stated interest rate on debt (as a percent) | 8.50% | |
7.00% Senior Notes due 2028 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 7% | |
7.00% Senior Notes due 2028 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 540,000,000 | |
Stated interest rate on debt (as a percent) | 7% | |
5.00% Senior Notes due 2028 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 5% | |
5.00% Senior Notes due 2028 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 710,000,000 | |
Stated interest rate on debt (as a percent) | 5% | |
7.25% Senior Notes due 2029 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 7.25% | |
7.25% Senior Notes due 2029 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 373,000,000 | |
Stated interest rate on debt (as a percent) | 7.25% | |
6.25% Senior Notes due 2029 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 6.25% | |
6.25% Senior Notes due 2029 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 540,000,000 | |
Stated interest rate on debt (as a percent) | 6.25% | |
5.00% Senior Notes due 2029 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 5% | |
5.00% Senior Notes due 2029 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 371,000,000 | |
Stated interest rate on debt (as a percent) | 5% | |
5.25% Senior Notes due 2030 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 5.25% | |
5.25% Senior Notes due 2030 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 332,000,000 | |
Stated interest rate on debt (as a percent) | 5.25% | |
5.25% Senior Notes due 2031 | ||
Extinguishment of Debt [Line Items] | ||
Stated interest rate on debt (as a percent) | 5.25% | |
5.25% Senior Notes due 2031 | Exchange Offer | ||
Extinguishment of Debt [Line Items] | ||
Total | $ 336,000,000 | |
Stated interest rate on debt (as a percent) | 5.25% |
FINANCING ARRANGEMENTS - Senior
FINANCING ARRANGEMENTS - Senior Secured Credit Facilities (Details) - USD ($) | 9 Months Ended | ||||
Jun. 30, 2022 | May 10, 2022 | Jun. 01, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Amount drawn under credit facility | $ 21,215,000,000 | $ 22,654,000,000 | |||
Principal amount outstanding | 19,574,000,000 | 22,870,000,000 | |||
Revolving Credit Facility Due June 2023 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,225,000,000 | ||||
Alternate term, number of days prior to scheduled maturity in excess of principal amount threshold | 91 days | ||||
Alternate term, principal amount maturity threshold | $ 1,000,000,000 | ||||
Amount drawn under credit facility | 0 | 285,000,000 | |||
Principal amount outstanding | 0 | 285,000,000 | |||
Term Loan B Facility Due June 2025 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 4,565,000,000 | ||||
Amount drawn under credit facility | 0 | 2,772,000,000 | |||
Principal amount outstanding | 0 | 2,829,000,000 | |||
Term Loan B Facility Due November 2025 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,500,000,000 | ||||
Amount drawn under credit facility | 0 | 984,000,000 | |||
Principal amount outstanding | 0 | 994,000,000 | |||
Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
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 | ||||
Amount drawn under credit facility | 450,000,000 | 0 | |||
Threshold for incremental borrowings | $ 1,000,000,000 | ||||
Incremental borrowings interest rate | 40% | ||||
Interest coverage ratio (not less than) | 2 | ||||
Principal amount outstanding | 450,000,000 | 0 | |||
Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,500,000,000 | ||||
Amount drawn under credit facility | 2,419,000,000 | 0 | |||
Annual amortization rate (as a percent) | 5% | ||||
Quarterly amortization payments | $ 125,000,000 | ||||
Remaining quarterly amortization payments | $ 531,000,000 | ||||
Principal amount outstanding | 2,469,000,000 | 0 | |||
New Restated Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Total leverage ratio | 760% | ||||
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% | ||||
Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 2,500,000,000 | ||||
Amount drawn under credit facility | 2,442,000,000 | 0 | |||
Annual amortization rate (as a percent) | 1% | ||||
Quarterly amortization payments | $ 25,000,000 | ||||
Remaining quarterly amortization payments | 113,000,000 | ||||
Term | 5 years | ||||
Principal amount outstanding | $ 2,494,000,000 | 0 | |||
Stated interest rate on debt (as a percent) | 6.10% | ||||
Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 500,000,000 | ||||
Amount drawn under credit facility | $ 0 | 0 | |||
Percentage of net cash proceeds of insurance and condemnation proceeds for property or asset losses | 100% | ||||
Percentage of cash proceeds from incurrence of debt | 100% | ||||
Percentage of annual excess cash flow | 50% | ||||
Percentage of cash proceeds from asset sales outside the ordinary course of business payable as mandatory prepayments | 100% | ||||
Term | 5 years | ||||
Principal amount outstanding | $ 0 | $ 0 | |||
Facility fee (as a percent) | 0.25% | ||||
Secured Notes | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Secured leverage ratio (not greater than) | 3.50 | ||||
Unsecured Notes | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Total leverage ratio (not greater than) | 6.50 | ||||
Minimum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.25% | ||||
Minimum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.11% | ||||
Maximum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.50% | ||||
Maximum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Commitment fee (as a percent) | 0.275% | ||||
Base Rate Factor, SOFR | Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
Base Rate Factor, SOFR | Minimum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
Federal Funds | Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
SOFR Rate | Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 5.25% | ||||
Variable rate, if rate not ascertainable (as a percent) | 1.50% | ||||
SOFR Rate | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.25% | ||||
Credit spread adjustment (as a percent) | 0.10% | ||||
SOFR Rate | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit spread adjustment (as a percent) | 0.10% | ||||
SOFR Rate | Minimum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
Credit spread adjustment (as a percent) | 0.10% | ||||
SOFR Rate | Minimum | Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.50% | ||||
SOFR Rate | Maximum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit spread adjustment (as a percent) | 0.25% | ||||
EURIBOR | Minimum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 3.75% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.015% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Minimum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.75% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.25% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0.475% | ||||
U.S. Dollar Base Rate and Canadian Dollar Prime Rate | Maximum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
Base Rate | Term Loan B Facility Due February 2027 | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.25% | ||||
Base Rate | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.25% | ||||
Base Rate | Minimum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.50% | ||||
SOFR, CDOR and EURIBOR Rates | Minimum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 4.75% | ||||
SOFR, CDOR and EURIBOR Rates | Maximum | Revolving Credit Facility Due February 2027 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 5.25% | ||||
SOFR, CDOR, EURIBOR and SONIA Rates | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 0% | ||||
SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.015% | ||||
SOFR, CDOR, EURIBOR and SONIA Rates | Minimum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.75% | ||||
SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | Term Facility Due May 2027 | Bausch + Lomb | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 1.475% | ||||
SOFR, CDOR, EURIBOR and SONIA Rates | Maximum | Revolving Credit Facility Due May 2027 | Bausch + Lomb | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Variable rate (as a percent) | 2.75% |
FINANCING ARRANGEMENTS - Seni_2
FINANCING ARRANGEMENTS - Senior Secured Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
May 10, 2022 | Feb. 10, 2022 | Jun. 08, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||
Redemption price percentage to change in control (as a percent) | 101% | ||||||||
Repayments of long-term debt | $ 7,224,000,000 | $ 3,200,000,000 | |||||||
Loss on extinguishment of debt | $ 63,000,000 | $ 38,000,000 | $ (570,000,000) | $ 12,000,000 | $ (683,000,000) | $ 62,000,000 | |||
Bausch + Lomb | |||||||||
Debt Instrument [Line Items] | |||||||||
Ownership percentage by parent | 89% | 89% | 89% | ||||||
Bausch + Lomb | Intermediate Holdco | |||||||||
Debt Instrument [Line Items] | |||||||||
Ownership percentage by parent | 38.60% | 38.60% | 38.60% | ||||||
Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price percentage to change in control (as a percent) | 101% | ||||||||
Repayments of long-term debt | $ 300,000,000 | ||||||||
Loss on extinguishment of debt | $ (570,000,000) | $ (176,000,000) | |||||||
6.125% Senior Notes Due April 2025 | Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | 6.125% | ||||||
Redemption price (as a percent) | 101.021% | ||||||||
4.875% Senior Notes Due June 2028 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 4.875% | 4.875% | 4.875% | 4.875% | |||||
Principal amount | $ 1,600,000,000 | ||||||||
4.875% Senior Notes Due June 2028 | Secured Notes | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as a percent) | 100% | ||||||||
4.875% Senior Notes Due June 2028 | Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum percentage of principal amount that can be redeemed | 40% | ||||||||
7.00% Senior Notes, Due March 2024 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 7% | ||||||||
Repayments of long-term debt | $ 1,600,000,000 | ||||||||
6.125% Senior Notes Due February 2027 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | |||||
Principal amount | $ 1,000,000,000 | ||||||||
6.125% Senior Notes Due February 2027 | Secured Notes | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as a percent) | 100% | ||||||||
6.125% Senior Notes Due February 2027 | Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum percentage of principal amount that can be redeemed | 40% | ||||||||
11.00% First Lien Senior Notes, Due September 2028 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 11% | 11% | 11% | ||||||
11.00% First Lien Senior Notes, Due September 2028 | Secured Notes | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as a percent) | 100% | ||||||||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 14% | 14% | 14% | ||||||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price (as a percent) | 100% | ||||||||
14.00% Second Lien Senior Notes, Due October 2030 | Secured Notes | Debt Instrument, Redemption, Period Two | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum percentage of principal amount that can be redeemed | 40% | ||||||||
9.00% Intermediate Holdco Senior Notes, Due January 2028 | Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate on debt (as a percent) | 9% | 9% | 9% |
FINANCING ARRANGEMENTS - Seni_3
FINANCING ARRANGEMENTS - Senior Unsecured Notes (Details) - USD ($) | 9 Months Ended | |||
May 10, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jan. 18, 2022 | |
Debt Instrument [Line Items] | ||||
Redemption price percentage to change in control (as a percent) | 101% | |||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Redemption price percentage to change in control (as a percent) | 101% | |||
Repurchased debt, aggregate principal amount | $ 481,000,000 | |||
Unsecured Debt | 9.00% Senior Notes due December 2025 | ||||
Debt Instrument [Line Items] | ||||
Repurchased debt, aggregate principal amount | $ 370,000,000 | |||
Stated interest rate on debt (as a percent) | 9% | |||
Debt covenant, redemption and discharge condition, amount, if circumstances met | $ 7,000,000,000 | |||
Unsecured Debt | 6.125% Senior Notes Due April 2025 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate on debt (as a percent) | 6.125% | |||
Redemption price (as a percent) | 101.021% |
FINANCING ARRANGEMENTS - Weight
FINANCING ARRANGEMENTS - Weighted Average Stated Rate of Interest (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Weighted average interest rate | 7.24% | 5.88% |
FINANCING ARRANGEMENTS - Gain (
FINANCING ARRANGEMENTS - Gain (Loss) on Extinguishment of Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 10, 2022 | Jun. 08, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ (63,000,000) | $ (38,000,000) | $ 570,000,000 | $ (12,000,000) | $ 683,000,000 | $ (62,000,000) | ||
Repayments of long-term debt | $ 7,224,000,000 | $ 3,200,000,000 | ||||||
Unsecured Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of debt | $ 570,000,000 | $ 176,000,000 | ||||||
Repurchased debt, aggregate principal amount | 481,000,000 | |||||||
Repayments of long-term debt | $ 300,000,000 |
FINANCING ARRANGEMENTS - Aggreg
FINANCING ARRANGEMENTS - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 38 | |
2023 | 150 | |
2024 | 150 | |
2025 | 2,859 | |
2026 | 898 | |
2027 | 6,926 | |
Thereafter | 8,553 | |
Total debt obligations | 19,574 | $ 22,870 |
Unamortized premiums, discounts and issuance costs | 1,641 | |
Total long-term debt | $ 21,215 | $ 22,654 |
PENSION AND POSTRETIREMENT EM_3
PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Pension Benefit Plans | U.S. Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1 | $ 0 |
Interest cost | 3 | 3 |
Expected return on plan assets | (7) | (8) |
Amortization of prior service credit and other | 0 | 0 |
Amortization of net loss | 0 | 0 |
Net periodic (benefit) cost | (3) | (5) |
Pension Benefit Plans | Non-U.S. Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 3 | 3 |
Interest cost | 3 | 3 |
Expected return on plan assets | (4) | (4) |
Amortization of prior service credit and other | (1) | (1) |
Amortization of net loss | 1 | 1 |
Net periodic (benefit) cost | 2 | 2 |
Postretirement Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 1 | 0 |
Expected return on plan assets | 0 | 0 |
Amortization of prior service credit and other | (2) | (2) |
Amortization of net loss | 0 | 0 |
Net periodic (benefit) cost | $ (1) | $ (2) |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 05, 2022 | Jul. 19, 2022 | May 05, 2022 | Apr. 30, 2018 | Sep. 30, 2022 | Sep. 30, 2022 | May 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining unrecognized compensation expense related to non-vested awards | $ 152 | $ 152 | |||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 1 year 9 months 7 days | ||||||
Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future grant (in shares) | 17,500,000 | 17,500,000 | |||||
Remaining unrecognized compensation expense related to non-vested awards | $ 72 | $ 72 | |||||
Weighted average service period over which compensation cost is expected to be recognized (in years) | 1 year 7 months 20 days | ||||||
Non-Executive Eligible Recipients | Options and RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, grants in period (in shares) | 5,700,000 | ||||||
2014 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum shares authorized (in shares) | 18,000,000 | ||||||
Common shares available for issuance (in shares) | 20,000,000 | ||||||
Number of additional shares available for issuance (in shares) | 11,500,000 | ||||||
Number of shares available for future grant (in shares) | 18,328,000 | 18,328,000 | |||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
2014 Plan, Retention RSU Grant | Certain Executive Officers and Other Members of Leadership | RSUs | Vesting Period Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
IPO Founders Grants | Executive Officer, Excluding The Chief Executive Officer | Options and RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
Involuntary termination, program criteria, if circumstances met, anniversary period | 1 year | ||||||
IPO Founders Grants | Executive Officer | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, one-time award (in shares) | 3,900,000 | ||||||
IPO Founders Grants | Executive Officer | Stock options | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, award type, percent | 50% | ||||||
IPO Founders Grants | Executive Officer | RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, award type, percent | 50% | ||||||
IPO Founders Grants | Chief Executive Officer | Stock options | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
Involuntary termination, program criteria, if circumstances met, anniversary period | 2 years | ||||||
Involuntary termination, program criteria, if circumstances met, exercisable period following the anniversary period | 2 years | ||||||
IPO Founders Grants | Chief Executive Officer | RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
Involuntary termination, program criteria, if circumstances met, anniversary period | 2 years | ||||||
IPO Founders Grants | Non-Executive Eligible Recipients | Options and RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, grants in period (in shares) | 4,300,000 | ||||||
IPO Founders Grants | Non-Executive Eligible Recipients | Stock options | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
IPO Founders Grants | Non-Executive Eligible Recipients | RSUs | Bausch + Lomb | Vesting Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 50% | ||||||
IPO Founders Grants | Non-Executive Eligible Recipients | RSUs | Bausch + Lomb | Vesting Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 50% | ||||||
2022 Omnibus Incentive Plan | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum shares authorized (in shares) | 28,000,000 | ||||||
2022 Omnibus Incentive Plan | Stock options | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
Incentive stock plan, term | 10 years | ||||||
2022 Omnibus Incentive Plan, Retention Program | Executive Officer And Certain Other Employees, Excluding The Chief Executive Officer | RSUs | Bausch + Lomb | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive stock plan, vesting period | 3 years | ||||||
Granted, one-time award (in shares) | 850,000 | ||||||
2022 Omnibus Incentive Plan, Retention Program | Executive Officer And Certain Other Employees, Excluding The Chief Executive Officer | RSUs | Bausch + Lomb | Vesting Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
2022 Omnibus Incentive Plan, Retention Program | Executive Officer And Certain Other Employees, Excluding The Chief Executive Officer | RSUs | Bausch + Lomb | Vesting Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% | ||||||
2022 Omnibus Incentive Plan, Retention Program | Executive Officer And Certain Other Employees, Excluding The Chief Executive Officer | RSUs | Bausch + Lomb | Vesting Period Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting rights, percentage | 33.33% |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 33 | $ 33 | $ 91 | $ 95 |
Research and development expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 3 | 2 | 9 | 7 |
Selling, general and administrative expenses | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 30 | 31 | 82 | 88 |
Stock options | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | 3 | 4 | 10 | 11 |
RSUs | ||||
Components and classification of share-based compensation expense | ||||
Share-based compensation expense | $ 30 | $ 29 | $ 81 | $ 84 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Award Activity (Details) - $ / shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock options | ||
Stock options | ||
Granted (in shares) | 2,570 | 1,497 |
Weighted-average exercise price (in usd per share) | $ 23.95 | $ 32.44 |
Weighted-average grant date fair value (in usd per share) | $ 6.60 | $ 11.11 |
Stock options | Bausch + Lomb | ||
Stock options | ||
Granted (in shares) | 6,455 | 0 |
Weighted-average exercise price (in usd per share) | $ 18 | $ 0 |
Weighted-average grant date fair value (in usd per share) | $ 4.55 | $ 0 |
Time-based RSUs | ||
RSUs | ||
Granted (in shares) | 6,151 | 3,119 |
Weighted-average grant date fair value (in usd per share) | $ 11.76 | $ 31.93 |
Time-based RSUs | Bausch + Lomb | ||
RSUs | ||
Granted (in shares) | 4,205 | 0 |
Weighted-average grant date fair value (in usd per share) | $ 17.22 | $ 0 |
TSR Performance-Based Restricted Stock Units | ||
RSUs | ||
Granted (in shares) | 0 | 400 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 56.04 |
ROTC performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 369 | 413 |
Weighted-average grant date fair value (in usd per share) | $ 9.40 | $ 31.72 |
B+L Separation performance-based RSUs | ||
RSUs | ||
Granted (in shares) | 0 | 222 |
Weighted-average grant date fair value (in usd per share) | $ 0 | $ 28.49 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ 433 | $ 253 | $ (34) | $ (135) | $ (611) | $ 605 |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (2,252) | (1,905) | ||||
Pension and postretirement benefit plan adjustments, net of income taxes | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | (13) | (19) | ||||
Accumulated Other Comprehensive Loss | ||||||
Accumulated Other Comprehensive Income | ||||||
Accumulated other comprehensive loss | $ (2,265) | $ (2,002) | $ (1,924) | $ (1,923) | $ (2,182) | $ (2,133) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income | ||
Adjustment to reflect change in ownership interest in Bausch + Lomb | $ 675 | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income | ||
Adjustment to reflect change in ownership interest in Bausch + Lomb | $ 137 | $ 137 |
RESEARCH AND DEVELOPMENT - Summ
RESEARCH AND DEVELOPMENT - Summary of Research and Development (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development [Abstract] | ||||
Product related research and development | $ 125 | $ 114 | $ 366 | $ 328 |
Quality assurance | 8 | 7 | 21 | 20 |
Research and development costs | $ 133 | $ 121 | $ 387 | $ 348 |
OTHER EXPENSE (INCOME), NET - S
OTHER EXPENSE (INCOME), NET - Summary of Other Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Litigation and other matters | $ 0 | $ (212) | $ 7 | $ 320 |
Acquisition-related contingent consideration | 4 | 8 | 2 | 8 |
(Gain) loss on sale of assets, net | 0 | 21 | (3) | (2) |
Acquired in-process research and development costs | 0 | 0 | 1 | 3 |
Other, Net | 0 | 0 | (1) | 0 |
Other expense (income), net | $ 4 | $ (183) | $ 6 | $ 329 |
OTHER EXPENSE (INCOME), NET - N
OTHER EXPENSE (INCOME), NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Other Income And Expenses [Line Items] | ||||
Milestone achievement, included in net (loss) gain on sale of assets | $ 0 | $ (21) | $ 3 | $ 2 |
Amoun | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Schedule Of Other Income And Expenses [Line Items] | ||||
Impairment of long-lived assets classified as held for sale | $ 26 | |||
Milestone Payment Related To Certain Product | ||||
Schedule Of Other Income And Expenses [Line Items] | ||||
Milestone achievement, included in net (loss) gain on sale of assets | $ 25 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) from income taxes | $ 36 | $ 25 | $ 30 | $ (36) | |
Income tax expense (benefit) on ordinary income (loss) | 42 | (34) | |||
Income tax provision (benefit) for discrete items | (9) | 2 | |||
Tax provisions (benefits) related to changes in uncertain tax positions | (37) | 11 | |||
Provision related to filing certain tax returns | 22 | 3 | |||
Tax provision (benefit) related to stock compensation | 5 | (8) | |||
Income tax benefit for legal settlements | 54 | ||||
Provision related to withholding tax, intercompany dividends | $ 46 | ||||
Valuation allowance against deferred tax assets | 1,931 | 1,931 | $ 2,222 | ||
Unrecognized tax benefits including interest and penalties | 937 | 937 | 927 | ||
Unrecognized tax benefits related to interest and penalties | 45 | 45 | $ 41 | ||
Portion of unrecognized tax benefits, if recognized, would reduce the Company's effective tax rate | 164 | 164 | |||
Unrecognized tax benefit, amount possible to decrease in next twelve months | $ 13 | 13 | |||
Estimate of possible loss, income tax examination (up to) | $ 2,100 |
EARNINGS (LOSS) PER SHARE - Sch
EARNINGS (LOSS) PER SHARE - Schedule of Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Bausch Health Companies Inc. | $ 399 | $ 188 | $ 185 | $ (1,017) |
Basic weighted-average common shares outstanding (in shares) | 362.5 | 359.6 | 361.8 | 358.5 |
Diluted effect of stock options and RSUs (in shares) | 0.9 | 4.4 | 1.9 | 0 |
Diluted weighted-average common shares outstanding (in shares) | 363.4 | 364 | 363.7 | 358.5 |
Earnings (loss) per share attributable to Bausch Health Companies Inc. | ||||
Basic (in usd per share) | $ 1.10 | $ 0.52 | $ 0.51 | $ (2.84) |
Diluted (in usd per share) | $ 1.10 | $ 0.52 | $ 0.51 | $ (2.84) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options and RSUs | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 1,906 | 5,221 | ||
Time-based RSUs, Performance-based RSUs and Stock Options | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Dilutive effect of potential common shares (in shares) | 16,008 | 3,103 | 15,392 | 3,453 |
Performance-Based Restricted Stock Units | ||||
Anti-dilutive shares not included in the computation of diluted earnings per share | ||||
Excluded from computation of earnings per share, performance conditions not met (in shares) | 156 | 156 | 156 | 156 |
LEGAL PROCEEDINGS - Legal Proce
LEGAL PROCEEDINGS - Legal Proceeds and Governmental and Regulatory Inquiries (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Current accrued loss contingencies | $ 323 |
LEGAL PROCEEDINGS - Securities
LEGAL PROCEEDINGS - Securities and RICO Class Actions and Related Matters (Details) $ in Millions, $ in Millions | 1 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 20, 2021 USD ($) insured | Aug. 04, 2020 CAD ($) | Dec. 16, 2019 USD ($) | Dec. 07, 2017 insurance_policy_period | Oct. 31, 2015 case | Sep. 16, 2016 action | Sep. 30, 2022 action case group | Dec. 31, 2021 USD ($) | Dec. 31, 2015 case | Mar. 17, 2021 entity | Feb. 15, 2019 entity | |
US Securities Litigation | New Jersey | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of groups of investors filing action | group | 37 | ||||||||||
Number of claims dismissed | case | 16 | ||||||||||
Number of groups of investors filing action, remain pending | group | 21 | ||||||||||
US Securities Litigation | New Jersey | Unfavorable Regulatory Action | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed | case | 4 | ||||||||||
US Securities Litigation | Settled Litigation | New Jersey | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement, agreed to pay | $ | $ 1,210 | $ 1,210 | |||||||||
Canadian Securities Litigation | Canada | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed | case | 6 | ||||||||||
Canadian Securities Litigation | Canada | Violation of Canadian Provincial Securities Legislation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed but not yet served | action | 2 | ||||||||||
Number of entities, exercised opt-out right, pursuing action | entity | 4 | 1 | |||||||||
Canadian Securities Litigation | Settled Litigation | Canada | Violation of Canadian Provincial Securities Legislation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement, agreed to pay | $ | $ 94 | ||||||||||
RICO Class Actions | New Jersey | Unfavorable Regulatory Action | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of suits filed | action | 3 | ||||||||||
Insurance Coverage Lawsuit | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of distinct insurance policy periods | insurance_policy_period | 2 | ||||||||||
Insurance Coverage Lawsuit | Settled Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement agreements, number of insurers | insured | 2 | ||||||||||
Aggregate amount to be received | $ | $ 213 |
LEGAL PROCEEDINGS - Antitrust (
LEGAL PROCEEDINGS - Antitrust (Details) $ in Millions | 12 Months Ended | |
Jul. 26, 2021 USD ($) | Jul. 30, 2020 case | |
Glumetza Antitrust Litigation | ||
Loss Contingencies [Line Items] | ||
Number of putative antitrust class actions filed | 8 | |
Glumetza Antitrust Litigation | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Settlement, agreed to pay | $ | $ 300 | |
Glumetza Antitrust Litigation | Plaintiffs, Direct Purchasers | ||
Loss Contingencies [Line Items] | ||
Number of putative antitrust class actions filed | 3 | |
Glumetza Antitrust Litigation, Non-Class Complaints | ||
Loss Contingencies [Line Items] | ||
Number of putative antitrust class actions filed | 4 | |
Glumetza Antitrust Litigation, Non-Class Complaints | Plaintiffs, Direct Purchasers | ||
Loss Contingencies [Line Items] | ||
Number of putative antitrust class actions filed | 3 |
LEGAL PROCEEDINGS - Intellectua
LEGAL PROCEEDINGS - Intellectual Property (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | ||||||||
Nov. 03, 2022 defendant | Jul. 21, 2022 | Feb. 02, 2022 | Sep. 10, 2021 | Aug. 28, 2020 | May 01, 2020 | Mar. 26, 2020 | Apr. 30, 2021 | Mar. 31, 2021 defendant proceeding | Sep. 30, 2018 defendant | Sep. 30, 2022 defendant lawsuit | |
Norwich Pharmaceuticals Inc. Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
Perrigo Israel Pharmaceuticals, Ltd. Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
Taro Pharmaceuticals Inc. Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
Padagis Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
MSN Laboratories Private Ltd. Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
PreserVision® AREDS Patent Litigation | Bausch + Lomb | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | 19 | ||||||||||
Number of proceedings | proceeding | 16 | ||||||||||
PreserVision® AREDS Patent Litigation | Pending Litigation | Bausch + Lomb | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | 2 | ||||||||||
PreserVision® AREDS Patent Litigation | Settled Litigation | Bausch + Lomb | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | 12 | ||||||||||
PreserVision® AREDS Patent Litigation | Default Judgement | Bausch + Lomb | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | 2 | ||||||||||
Lumify Paragraph I V Proceedings Slayback ANDA Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
Lumify Paragraph I V Proceedings Lupin ANDA Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Stay of approval, period | 30 months | ||||||||||
Patent Infringement Litigation | Canada | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of defendants | 4 | ||||||||||
Apotex Inc. Litigation | Canada | Pending Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of lawsuits pending | lawsuit | 2 |
LEGAL PROCEEDINGS - Product Lia
LEGAL PROCEEDINGS - Product Liability (Details) - case | 1 Months Ended | ||
Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 2022 | |
Shower to Shower Product Liability Litigation | |||
Loss Contingencies [Line Items] | |||
Stay of approval, period | 60 days | ||
Stay of approval, motion to extend, period | 60 days | ||
Shower to Shower Product Liability Litigation | Canada | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 2 | ||
Shower to Shower Product Liability Litigation | BRITISH COLUMBIA | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 1 | ||
Shower to Shower Product Liability Litigation | QUEBEC | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 1 | ||
Shower to Shower Product Liability Litigation | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 26 | ||
Shower to Shower Product Liability Litigation | Pending Litigation, Agreed Stipulations of Dismissal Submitted | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 3 | ||
Shower to Shower Product Liability Litigation, Alleging Caused Ovarian Cancer, Mesothelioma or Breast Cancer | Pending Litigation | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits pending | 25 |
LEGAL PROCEEDINGS - General Civ
LEGAL PROCEEDINGS - General Civil Actions (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 28, 2019 | Apr. 30, 2018 | |
Doctors Allergy Formula, LLC Litigation | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 23 | |
Litigation with Former Salix CEO | ||
Loss Contingencies [Line Items] | ||
Damages sought | $ 30 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) - reporting_unit | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Ortho Dermatologics | |||
Segment reporting information | |||
Number of reporting units | 2 | 2 | |
Salix | Xifaxan Branded Products | Revenue from Contract with Customer, Segment Benchmark | Product Concentration Risk | |||
Segment reporting information | |||
Concentration risk percentage | 80% | 80% |
SEGMENT INFORMATION - Segment R
SEGMENT INFORMATION - Segment Revenues and Profit (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 10, 2022 | Jun. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment reporting information | ||||||
Revenues | $ 2,046 | $ 2,111 | $ 5,931 | $ 6,238 | ||
Operating income | 244 | 574 | 690 | 83 | ||
Amortization of intangible assets | (290) | (338) | (902) | (1,055) | ||
Goodwill impairments | (119) | 0 | (202) | (469) | ||
Asset impairments, including loss on assets held for sale | (1) | (18) | (15) | (213) | ||
Restructuring, integration, separation and IPO costs | (10) | (8) | (58) | (29) | ||
Other income (expense), net | (4) | 183 | (6) | (329) | ||
Interest income | 3 | 2 | 8 | 6 | ||
Interest expense | (385) | (351) | (1,157) | (1,083) | ||
Gain (loss) on extinguishment of debt | $ (63) | $ (38) | 570 | (12) | 683 | (62) |
Foreign exchange and other | 7 | 3 | 4 | 11 | ||
Income (loss) before income taxes | 439 | 216 | 228 | (1,045) | ||
Salix | ||||||
Segment reporting information | ||||||
Revenues | 544 | 527 | 1,509 | 1,515 | ||
International | ||||||
Segment reporting information | ||||||
Revenues | 250 | 271 | 727 | 890 | ||
Solta Medical | ||||||
Segment reporting information | ||||||
Revenues | 72 | 74 | 201 | 219 | ||
Diversified Products | ||||||
Segment reporting information | ||||||
Revenues | 238 | 290 | 722 | 850 | ||
Bausch + Lomb | ||||||
Segment reporting information | ||||||
Revenues | 942 | 949 | 2,772 | 2,764 | ||
Operating Segment | ||||||
Segment reporting information | ||||||
Revenues | 2,046 | 2,111 | 5,931 | 6,238 | ||
Operating income | 886 | 941 | 2,487 | 2,744 | ||
Operating Segment | Salix | ||||||
Segment reporting information | ||||||
Revenues | 544 | 527 | 1,509 | 1,515 | ||
Operating income | 391 | 377 | 1,067 | 1,074 | ||
Operating Segment | International | ||||||
Segment reporting information | ||||||
Revenues | 250 | 271 | 727 | 890 | ||
Operating income | 85 | 92 | 242 | 304 | ||
Operating Segment | Solta Medical | ||||||
Segment reporting information | ||||||
Revenues | 72 | 74 | 201 | 219 | ||
Operating income | 33 | 40 | 88 | 120 | ||
Operating Segment | Diversified Products | ||||||
Segment reporting information | ||||||
Revenues | 238 | 290 | 722 | 850 | ||
Operating income | 151 | 185 | 450 | 547 | ||
Operating Segment | Bausch + Lomb | ||||||
Segment reporting information | ||||||
Revenues | 942 | 949 | 2,772 | 2,764 | ||
Operating income | 226 | 247 | 640 | 699 | ||
Corporate | ||||||
Segment reporting information | ||||||
Operating income | $ (218) | $ (186) | $ (614) | $ (566) |
SEGMENT INFORMATION - Disaggreg
SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,046 | $ 2,111 | $ 5,931 | $ 6,238 |
Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 942 | 941 | 2,670 | 2,775 |
Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 462 | 469 | 1,369 | 1,393 |
OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 402 | 409 | 1,177 | 1,115 |
Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 220 | 269 | 655 | 884 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20 | 23 | 60 | 71 |
Salix | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 544 | 527 | 1,509 | 1,515 |
Salix | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 543 | 525 | 1,508 | 1,509 |
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 | 2 | 1 | 6 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 250 | 271 | 727 | 890 |
International | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72 | 61 | 206 | 187 |
International | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
International | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38 | 41 | 111 | 98 |
International | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 131 | 161 | 386 | 579 |
International | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9 | 8 | 24 | 26 |
Solta Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72 | 74 | 201 | 219 |
Solta Medical | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Solta Medical | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72 | 74 | 201 | 219 |
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 | |
Diversified Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 238 | 290 | 722 | 850 |
Diversified Products | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 206 | 234 | 608 | 699 |
Diversified Products | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Diversified Products | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2 | 3 | 5 | 7 |
Diversified Products | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 24 | 47 | 91 | 125 |
Diversified Products | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6 | 6 | 18 | 19 |
Bausch + Lomb | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 942 | 949 | 2,772 | 2,764 |
Bausch + Lomb | Pharmaceuticals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 121 | 121 | 348 | 380 |
Bausch + Lomb | Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 390 | 395 | 1,168 | 1,174 |
Bausch + Lomb | OTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 362 | 365 | 1,061 | 1,010 |
Bausch + Lomb | Branded and Other Generics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 65 | 61 | 178 | 180 |
Bausch + Lomb | Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4 | $ 7 | $ 17 | $ 20 |
SEGMENT INFORMATION - Narrati_2
SEGMENT INFORMATION - Narrative (Details) - product | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Number of products represented of total revenue | 10 | 10 |
Product Concentration Risk | Revenues | Customer, Top Ten Products | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 48% | 45% |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 2,046 | $ 2,111 | $ 5,931 | $ 6,238 |
U.S. and Puerto Rico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,219 | 1,251 | 3,524 | 3,629 |
China | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 116 | 121 | 293 | 350 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 92 | 84 | 258 | 247 |
Poland | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 65 | 70 | 204 | 203 |
Mexico | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 70 | 66 | 200 | 191 |
France | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 44 | 50 | 159 | 160 |
Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 47 | 57 | 148 | 172 |
Germany | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 55 | 64 | 112 | 116 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 22 | 19 | 85 | 83 |
Russia | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 42 | 36 | 122 | 106 |
Spain | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 17 | 20 | 61 | 62 |
Italy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 17 | 20 | 60 | 58 |
South Korea | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 19 | 18 | 58 | 58 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 221 | $ 235 | $ 647 | $ 803 |
SEGMENT INFORMATION - Major Cus
SEGMENT INFORMATION - Major Customers (Details) - Revenues - Customer Concentration Risk | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
AmerisourceBergen Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 16% | 18% |
McKesson Corporation (including McKesson Specialty) | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 13% | 16% |
Cardinal Health, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 11% | 12% |