B A U S C H H E A LT H C O M PA N I E S I N C . | 2 0 2 0 A N N U A L R E P O R T
Global, Diverse, Durable
OUR
VISION
To b e Your Tr u s te d He a l t h C a re P a r t ner
C ORE VALUE S
• Accountability
• Agility
• Courage
• Integrity
• Teamwork
• Results Orientation
OUR
MISSION
Improv in g P e ople’ s L ive s Wi t h Our He a l t h C a re P ro duct s
Quality
Health Care
Outcomes
Customer
Focused
Core
Principles
People
Innovation
Efficiency
C OMPANY OVERV I EW
We are a global company whose mission is
to improve people’s lives with our health care
products. We develop, manufacture and market
a range of branded, generic and branded generic
pharmaceuticals, medical devices (contact lenses,
intraocular lenses, ophthalmic surgical equipment and
aesthetics devices) and over-the-counter (OTC)
products, primarily in the therapeutic areas of eye
health, gastroenterology and dermatology. We are
delivering on our commitments as we build an innovative
company dedicated to advancing global health.
More information can be found at
www.bauschhealth.com.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including,
but not limited to, statements regarding the Company’s future prospects and performance, the Company’s plan to spin off its eye health business from the remainder of Bausch
Health and the timing of the completion of the internal work related thereto, the anticipated impact of the COVID-19 pandemic on the Company and the Company’s business
recovery therefrom, anticipated advances in our development programs and pipeline products and other strategic alternatives being developed by the Company to drive and
deliver shareholder value. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,”
“may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions, and phrases or statements that certain actions, events or results
may, could, should or will be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking
statements, including the Company’s future performance and growth, are based upon the current expectations and beliefs of management and are provided for the purpose of
providing additional information about such expectations and beliefs, and readers are cautioned that these statements may not be appropriate for other purposes. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking
statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s most recent annual or quarterly report and
detailed from time to time in the Company’s other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties
are incorporated herein by reference. In addition, certain material factors and assumptions have been applied in making these forward-looking statements, including, without
limitation, the assumption that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking
statements, and additional information regarding certain of these material factors and assumptions may also be found in the Company’s filings described above. The Company
believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but readers are cautioned not to place
undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to
update any of these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect actual outcomes, unless required by law.
OUR MISSION TO
IMPROVE PEOPLE’S LIVES
HEL PING IN THE WORL DW ID E F IG H T AG A I N ST C OV ID - 19
From the earliest days of the COVID-19 pandemic, Bausch Health began taking up initiatives
aimed at contributing to the global fight against the virus, including actively donating
medicines and health care products while also pursuing research to determine if products
in our existing portfolio would offer further treatment options.
Among several ongoing research efforts to determine if products throughout our portfolio may offer valuable
treatment options, in vitro data shows two benzalkonium chloride preserved eye drops, LUMIFY® and BESIVANCE®,
indicate complete inactivation of COVID-19. Also, clinical trials in Canada are evaluating an investigational use of
VIRAZOLE® to help treat hospitalized adult patients with respiratory distress due to COVID-19.
In Wuhan, China, health care providers reported that they were hindered by fogging eyeglasses while wearing
protective gear, such as goggles, face masks and containment suits. The Company responded by donating
Biotrue® ONEday daily disposable contact lenses to these health care providers.
At our manufacturing sites located in Jinan, China, and Laval, Canada, available production lines were converted
to produce hand sanitizer for donation to health care providers, first responders and volunteers.
“ In line with our mission of improving people’s lives with our health
care products, we will continue to seek opportunities to offer sup-
port and aid to the institutions, patients and health care providers
battling this pandemic,” said Joseph C. Papa, Bausch Health CEO.
Bausch + Lomb
employees in China
shipped disposable
contact lenses to
frontline pandemic
responders.
2020 Annual Report
1
FEL LOW SHAREHOL DER S ,
Bausch Health is a company dedicated to innovation,
advancing global health and improving people’s lives with
our health care products. In a year with unprecedented
business disruption due to the COVID-19 pandemic, we
finished the year strong and we believe that momentum
will carry over into 2021.
This past year was one we will never forget. The global
pandemic impacted our businesses around the world, while
social unrest across the United States weighed on many of
our colleagues, communities and customers. It was a trying
and anxious year for all.
Like most other companies, Bausch Health faced significant
challenges due to mandated social restrictions, market
shutdowns and quarantine actions around the world. Our
team’s determination, adaptability and resourcefulness
helped mitigate much of the impact to our Company. The
resilience of our more than 22,000 colleagues across the
globe was, for me, a bright spot in a very challenging year.
As the pandemic began, our top priorities were to make
sure that our employees were safe and that the necessary
measures were taken to protect the integrity of our supply
chains. Success against those two objectives enabled us to
continue to fulfill our mission of improving people’s lives with
our health care products.
We also took aggressive steps to conserve cash and to
protect, as best we could, our profitability and cash flow as
we worked our way through the year. Those efforts helped
us deliver more than $1.1 billion in cash generated from
operations in 2020 and enabled us to repay approximately
$900 million in debt in 2020 despite the impacts of the
pandemic. I’m proud of our responses to operating in a
COVID-19 world, and the results.
We prepared for the long-term effects of the pandemic, and
as 2020 progressed, our results showed that our business
recovery is well underway. While adapting to the “new
normal,” we didn’t skip a beat, launching new products,
gaining market share with many of our key promoted brands
and advancing our new product development pipeline. We
believe our global, diversified and durable business model
leaves us well-positioned to return to growth as the impacts
of the pandemic fade.
Bausch Health: Global, Diverse, Durable
While last year was often challenging from an operational
perspective, we achieved several important milestones
including important new product launches, advancements in
our pipeline and the execution of several business develop-
ment agreements to acquire and develop new products:
Launches
• INFUSE® Silicone Hydrogel (SiHy) daily disposable contact
lenses launched in the U.S.
• Global expansion with the launch of our Bausch + Lomb
ULTRA® ONE Day silicone hydrogel (SiHy) daily disposable
contact lenses in Canada, Hong Kong and Australia
• ARAZLO® (tazarotene) Lotion, 0.045%, the first tazarotene
acne treatment available in lotion formulation, launched
in the U.S.
Pipeline advancements
• U.S. Food and Drug Administration (FDA) approval for Bausch
+ Lomb Alaway® Preservative Free (Ketotifen Fumarate)
Ophthalmic Solution, 0.035%, antihistamine eye drops
• The FDA granted Orphan Drug Designation to Rifaximin for
treatment of sickle cell anemia
• Favorable topline results from a study evaluating an
investigative formulation of Rifaximin SSD IR to treat overt
hepatic encephalopathy (OHE)
Key acquisitions and agreements
• Completed several deals to expand our vision care portfolio
to address areas of unmet need:
Myopia:
• Acquired an exclusive license in the U.S. and Canada from
Eyenovia for the development and commercialization of an
investigational microdose formulation of atropine ophthal-
mic solution, which is being investigated for the reduction
of pediatric myopia progression in children ages 3-12
• Acquired an exclusive global license for a myopia-control
contact lens design developed by BHVI
Dry Eye:
• In late 2019, we licensed Novaliq’s NOV03 investigational
treatment for dry eye disease associated with meibomian
gland dysfunction
Age-Related Macular Degeneration:
• Acquired an option to purchase all ophthalmology assets
of Allegro Ophthalmics, LLC, including global rights for
risuteganib (Luminate®)1, an investigational treatment
expected to help reverse vision loss due to dry AMD
• Licensed exclusive rights from STADA and Xbrane to a
biosimilar candidate for Lucentis (ranibizumab) in the U.S.
and Canada
1 Provisional name. Luminate® is a registered trademark of Allegro Ophthalmics.
2
Bausch Health Companies Inc.
GLOBAL
DIVERSE
DURABLE
Health, Safety, Wellness, Environment and Diversity & Inclusion
Conducting business responsibly is essential to achieving
our core business goals. Our global Environment, Health,
Safety & Sustainability organization provides the leadership
and infrastructure necessary to help Bausch Health achieve
a more sustainable and regenerative state. We have a com-
prehensive set of environmental policies that provide the
foundation to our sustainability commitments, focusing on
providing a safe and healthy workplace for all our employees,
committing to sustainable purchasing and packaging, reducing
water utilization, minimizing the generation of waste,
tracking energy use and reducing carbon emissions.
On an ongoing basis, we measure how well we are fostering
the health and safety of our employees through a Days Away
Rate (DAR), which captures globally the number of days that
our employees are away from work due to illness or injury.
In 2020, we achieved an annual DAR of 11, surpassing our
annual goal of 13 and exceeding the industry standard of 24.
Recognizing that physical, emotional and financial well-being
are significant contributors to our employees’ success at
work and home, especially in 2020, we continue to support
them in all aspects of their everyday life by centering
programs and activities around these three pillars of
well-being and offer a range of resources.
We are also dedicated to fostering an inclusive work envi-
ronment where everyone feels welcomed, supported and
valued for their talents and contributions. Our Diversity &
Inclusion strategy centers on connecting employees to our
Company, each other and our communities to cultivate a
sense of trust, respect and belonging for all. Furthermore,
we continue to expand our Employee Resource Groups, pro-
viding opportunities for professional growth, development
and informal networking.
Our Bausch Health Corporate Social Responsibility Report,
published in September 2020, offers many additional details
on these important aspects of our business.
A Clear Focus on our Future
Turning to 2021, Bausch Health looks to build on the momen-
tum established over the second half of 2020, regain our
pre-COVID levels of revenue, profitability and cash flow and
drive the growth of our attractive businesses from that point
forward. In 2021, our focus will be in three areas:
• Executing our business recovery from the COVID-19
pandemic
• Unleashing growth drivers and key catalysts
• Accelerating strategic alternatives to drive shareholder value
Driving Shareholder Value
We believe that we can unlock and deliver significant value to
our shareholders. Last August, we announced our intention to
spin off Bausch + Lomb into an independent publicly traded
entity, a move that would create two separate companies:
• A fully integrated, pure-play eye health company built on
the iconic Bausch + Lomb brand, with its long history of
innovation; and
• A diversified pharmaceutical company with leading
positions in gastroenterology, aesthetics/dermatology,
neurology and international pharmaceuticals.
We made excellent progress preparing for the spin-off and,
by the end of the third quarter of 2021, we expect to have
completed all the internal work necessary to stand up Bausch +
Lomb as a fully operational company. That said, the spin-off
is not the only track we are pursuing. Our Board of Direc-
tors and management team are simultaneously working
hard, and with measured urgency, to develop a range of
other alternatives into actionable options to deliver value to
shareholders.
The year 2020 was a time of disruption, yet each of our
employees remained focused, determined and committed
to meeting our mission of improving people’s lives. Everyone
worked hard to ensure we had ample supply of our needed
health care products for patients and consumers, while
keeping a sharp eye on operating expenses. All of our
employees are to be commended for a job done exceed-
ingly well in an often-difficult environment. We are proud
that every day, more than 150 million people around the
world use a Bausch Health product.
Thank you also to our shareholders, who believe in our
Company, our strategy and our ability to execute. I am
grateful for your continued confidence and support.
Sincerely,
Joseph C. Papa
Chairman of the Board and Chief Executive Officer
2020 Annual Report
3
Our Approach to
CORPORATE SOCIAL
RESPONSIBILITY
About Bausch Foundation
The Bausch Foundation was established in 2017 to improve the lives of people around the world by providing access to safe,
effective medicines and by financially supporting health care education and causes. Since its inception, the Bausch Foundation
has contributed millions of dollars’ worth of financial and product donations to global charitable health organizations, including:
To learn more about the Bausch Foundation, visit https://www.bauschhealth.com/Portals/25/PDF/Bausch-Foundation-Report-2020.pdf
Our Approach to Corporate Social Responsibility
As a global company dedicated to improving people’s lives with our
health care products, we take our commitment to corporate social
responsibility (CSR) seriously. We manufacture and market a broad
range of products directly or indirectly in more than 100 countries.
Additionally, our more than 22,000 employees live and work around
the world. This means Bausch Health has a major opportunity—and an
even greater responsibility—to make a difference.
Bausch Health’s Corporate Social Responsibility Report can be found
online at https://www.bauschhealth.com/Portals/25/PDF/
BauschHealthCSRReport2020.pdf. It provides an introduction to our
foundational work in each of these areas, featuring highlights of
success stories from our operations around the globe. The report also
offers data on several key performance indicators.
OPERATE WITH
INTEGRITY
IMPROVE OUR
COMMUNITIES
RESPECT THE
ENVIRONMENT
ADVANCE GLOBAL HEALTH
AND PATIENT CARE
SUPPORT EMPLOYEE
GROWTH AND WELL-BEING
4
Bausch Health Companies Inc.
B A U S C H H E A L T H C O M P A N I E S I N C . | 2 0 2 0 F O R M 1 0 - K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended
December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 001-14956
Bausch Health Companies Inc.
(Exact Name of Registrant as Specified in its Charter)
British Columbia , Canada
98-0448205
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (514) 744-6792
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, No Par Value
BHC
New York Stock Exchange ,
Toronto Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer x Accelerated filer ☐
Non-accelerated filer
(Do not check if a smaller
reporting company)
☐
Smaller reporting
company
☐
Emerging growth
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common shares held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed
second fiscal quarter was $5,664,997,951 based on the last reported sale price on the New York Stock Exchange on June 30, 2020.
The number of outstanding shares of the registrant’s common stock as of February 18, 2021 was 355,619,826.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s proxy statement for the 2021 Annual Meeting of Shareholders. Such proxy statement will
be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2020.
TABLE OF CONTENTS
GENERAL INFORMATION
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Item 15.
Item 16.
SIGNATURES
PART IV
Page
1
18
45
45
46
46
47
51
52
103
103
103
103
103
104
104
104
104
104
105
105
110
i
Basis of Presentation
General
Except where the context otherwise requires, all references in this Annual Report on Form 10-K (“Form 10-K”) to the
“Company”, “we”, “us”, “our” or similar words or phrases are to Bausch Health Companies Inc. and its subsidiaries, taken
together. In this Form 10-K, references to “$” or “USD” are to United States dollars, references to “€” are to Euros, and
references to “CAD” are to Canadian dollars. Unless otherwise indicated, the statistical and financial data contained in this
Form 10-K are presented as of December 31, 2020.
Trademarks
The following words are some of the trademarks in our Company’s trademark portfolio and are the subject of either
registration, or application for registration, in one or more of Canada, the United States of America (the “U.S.”) or certain other
jurisdictions: AERGEL®, AKREOS®, ALAWAY®, ALREX®, ALTRENO®, AMMONUL®, APLENZIN®, APRISO®,
AQUALOX®, ARAZLO®, ARESTIN®, ARTELAC®, ATIVAN®, B & L®, B + L®, BAUSCH & LOMB®, BAUSCH +
LOMB®, BAUSCH + LOMB ULTRA®, BAUSCH HEALTH®, BAUSCH HEALTH COMPANIES®, BEDOYECTA®,
BENZACLIN®, BEPREVE®, BESIVANCE®, BIOTRUE®, BISOCARD®, BOSTON®, BRYHALI®, BUPAP®, CARAC®,
CARDIZEM®, CLEAR + BRILLIANT®, CLINDAGEL®, COLD FX®. COMFORTMOIST®, CRYSTALENS®,
CUPRIMINE®, DIASTAT®, DUOBRII®, EDECRIN®, ENVISTA®, ESPAVEN®, FRAXEL®, GLUMETZA®, ISTALOL®,
IVEXTERM®, JUBLIA®, LIBRAX®, LOTEMAX®, LUMIFY®, LUXGOOD™, LUXSMART™, LUZU®, MEDICIS®,
MEPHYTON®, MIGRANAL®, MOISTURESEAL®, NEUTRASAL®, NORITATE®, OCUVITE®, ONEXTON®,
OPTICALIGN®, ORTHO DERMATOLOGICS®, PRESERVISION®, PROLENSA®, PUREVISION®, RELISTOR®, RENU®,
RENU MULTIPLUS®, RETIN-A®, RETIN-A MICRO®, SALIX®, SCLERALFIL®, SECONAL SODIUM®, SHOWER TO
SHOWER®, SILIQ®, SILSOFT®, SOFLENS®, SOLODYN®, SOLTA MEDICAL®, STELLARIS®, STELLARIS ELITE®,
SYNERGETICS®, SYPRINE®, TARGRETIN®, THERMAGE®, THERMAGE FLX®, THROMBO ASS®, TRULANCE®,
TRULIGN®, UCERIS®, VALEANT®, VASERLIPO®, VICTUS®, VIRAZOLE®, VITESSE®, VYZULTA®, XENAZINE®,
ZEGERID®, ZIANA®, and ZYLET®.
In addition to the trademarks previously noted, we have filed trademark applications and/or obtained trademark
registrations for many of our other trademarks in the U.S., Canada and in other jurisdictions and have implemented, on an
ongoing basis, a trademark protection program for new trademarks.
WELLBUTRIN®, WELLBUTRIN XL® and ZOVIRAX® are trademarks of GlaxoSmithKline LLC and are used by us
under license. ELIDEL® and XERESE® are registered trademarks of Meda Pharma SARL and are used by us under license.
EMERADE® is a registered trademark of Medeca Pharma AB and is used by us under license. ISUPREL® and NITROPRESS®
are registered trademarks of Hospira, Inc. and are used by us under license. XIFAXAN® is a registered trademark of Alfasigma
S.p.A. and is used by us under license. PEPCID® is a brand of Johnson & Johnson and is used by us under license.
MOVIPREP® is a registered trademark of Velinor AG and is used by us under license. PLENVU® is a registered trademark of
Velinor AG and is used by us under license. LOCOID® is a registered trademark of Leo Pharma A/S and is used by us under
license. TANGIBLE® and HYDRA-PEG® are registered trademarks of Tangible Science, LLC and are used by us under
license. LUMINATE® is a registered trademark of Allegro Ophthalmics, LLC and we have entered into an agreement for an
option to acquire all ophthalmology assets of Allegro Ophthalmics, LLC. XIPERE™ is a trademark of Clearside Biomedical,
Inc. and is used by us under license. CONTRAVE® and MYSIMBA® are used by us under license.
Forward-Looking Statements
Caution regarding forward-looking information and statements and “Safe-Harbor” statements under the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities laws:
To the extent any statements made in this Form 10-K contain information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and may be forward-looking information within the meaning defined under
applicable Canadian securities laws (collectively, “forward-looking statements”).
These forward-looking statements relate to, among other things: our business strategy, business plans and prospects and
forecasts and changes thereto; product pipeline, prospective products and product approvals, product development and future
performance and results of current and anticipated products; anticipated revenues for our products; anticipated growth in our
Ortho Dermatologics business; expected research and development ("R&D") and marketing spend; our expected primary cash
and working capital requirements for 2021 and beyond; our plans for continued improvement in operational efficiency and the
anticipated impact of such plans; our liquidity and our ability to satisfy our debt maturities as they become due; our ability to
reduce debt levels; our ability to meet the financial and other covenants contained in our Fourth Amended and Restated Credit
ii
and Guaranty Agreement (the "Restated Credit Agreement") and senior notes indentures; the impact of our distribution,
fulfillment and other third-party arrangements; proposed pricing actions; exposure to foreign currency exchange rate changes
and interest rate changes; the outcome of contingencies, such as litigation, subpoenas, investigations, reviews, audits and
regulatory proceedings; the anticipated impact of the adoption of new accounting standards; general market conditions; our
expectations regarding our financial performance, including revenues, expenses, gross margins and income taxes; our
impairment assessments, including the assumptions used therein and the results thereof; the anticipated impact of the evolving
COVID-19 pandemic and related responses from governments and private sector participants on the Company, its supply
chain, third-party suppliers, project development timelines, costs, revenue, margins, liquidity and financial condition, the
anticipated timing, speed and magnitude of recovery from these COVID-19 pandemic related impacts and the Company’s
planned actions and responses to this pandemic; and the Company’s plan to separate its eye-health business, including the
structure and timing of completing such separation transaction.
Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”,
“intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “should”, “target”, “potential”, “opportunity”,
“designed”, “create”, “predict”, “project”, “forecast”, “seek”, “strive”, “ongoing” or “increase” and variations or other
similar expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of
future events or circumstances are forward-looking statements. These forward-looking statements may not be appropriate for
other purposes. Although we have previously indicated certain of these statements set out herein, all of the statements in this
Form 10-K that contain forward-looking statements are qualified by these cautionary statements. These statements are based
upon the current expectations and beliefs of management. Although we believe that the expectations reflected in such forward-
looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are applied in making such forward-looking statements, including, but
not limited to, factors and assumptions regarding the items previously outlined, those factors, risks and uncertainties outlined
below and the assumption that none of these factors, risks and uncertainties will cause actual results or events to differ
materially from those described in such forward-looking statements. Actual results may differ materially from those expressed
or implied in such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from
these expectations include, among other things, the following:
•
•
•
the risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the
availability and effectiveness of vaccines for COVID-19, the rapidly evolving reaction of governments, private sector
participants and the public to that pandemic, and the potential effects and economic impact of the pandemic and the
reaction to it, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and
which may have a significant adverse impact on the Company, including but not limited to its supply chain, third-party
suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which
may increase) and revenue and margins (both of which may decrease);
with respect to the proposed separation of the Company’s eye-health business, the risks and uncertainties include, but
are not limited to, the expected benefits and costs of the separation transaction, the expected timing of completion of
the separation transaction and its terms, the Company’s ability to complete the separation transaction considering the
various conditions to the completion of the separation transaction (some of which are outside the Company’s control,
including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other
conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or
other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during
the pendency of or following the separation transaction, diversion of management time on separation transaction-
related issues, retention of existing management team members, the reaction of customers and other parties to the
separation transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or
U.S. federal income tax purposes (including whether or not an advance ruling from either or both of the Canada
Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dyssynergy costs resulting
from the separation transaction, the impact of the separation transaction on relationships with customers, suppliers,
employees and other business counterparties, general economic conditions, conditions in the markets the Company is
engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and
regulatory rules affecting the Company’s business;
the expense, timing and outcome of legal and governmental proceedings, investigations and information requests
relating to, among other matters, our past distribution, marketing, pricing, disclosure and accounting practices
(including with respect to our former relationship with Philidor Rx Services, LLC ("Philidor")), including a number of
pending non-class securities litigations (including certain pending opt-out actions in the U.S. related to the previously
settled securities class action (which remains subject to an objector's appeal of the Court's final approval order) and
certain opt-out actions in Canada relating to the recently settled class action in Canada) and purported class actions
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under the federal RICO statute and other claims, investigations or proceedings that may be initiated or that may be
asserted;
potential additional litigation and regulatory investigations (and any costs, expenses, use of resources, diversion of
management time and efforts, liability and damages that may result therefrom), negative publicity and reputational
harm on our Company, products and business that may result from the past and ongoing public scrutiny of our past
distribution, marketing, pricing, disclosure and accounting practices and from our former relationship with Philidor;
the past and ongoing scrutiny of our legacy business practices, including with respect to pricing, and any pricing
controls or price adjustments that may be sought or imposed on our products as a result thereof;
pricing decisions that we have implemented, or may in the future elect to implement, such as the Patient Access and
Pricing Committee’s commitment that the average annual price increase for our branded prescription pharmaceutical
products will be set at no greater than single digits, or any future pricing actions we may take following review by our
Patient Access and Pricing Committee (which is responsible for the pricing of our drugs);
legislative or policy efforts, including those that may be introduced and passed by the U.S. Congress, designed to
reduce patient out-of-pocket costs for medicines, which could result in new mandatory rebates and discounts or other
pricing restrictions, controls or regulations (including mandatory price reductions);
ongoing oversight and review of our products and facilities by regulatory and governmental agencies, including
periodic audits by the U.S. Food and Drug Administration (the "FDA") and equivalent agencies outside of the U.S.
and the results thereof;
actions by the FDA or other regulatory authorities with respect to our products or facilities;
our substantial debt (and potential additional future indebtedness) and current and future debt service obligations, our
ability to reduce our outstanding debt levels and the resulting impact on our financial condition, cash flows and
results of operations;
our ability to meet the financial and other covenants contained in our Restated Credit Agreement, senior notes
indentures, 2023 Revolving Credit Facility (as defined below) and other current or future debt agreements and the
limitations, restrictions and prohibitions such covenants impose or may impose on the way we conduct our business,
including prohibitions on incurring additional debt if certain financial covenants are not met, limitations on the
amount of additional obligations we are able to incur pursuant to other covenants, our ability to draw under our 2023
Revolving Credit Facility and restrictions on our ability to make certain investments and other restricted payments;
any default under the terms of our senior notes indentures or Restated Credit Agreement and our ability, if any, to cure
or obtain waivers of such default;
any downgrade by rating agencies in our credit ratings, which may impact, among other things, our ability to raise
debt and the cost of capital for additional debt issuances;
any reductions in, or changes in the assumptions used in, our forecasts for fiscal year 2021 or beyond, including as a
result of the impacts of the COVID-19 pandemic on our business and operations, which could lead to, among other
things: (i) a failure to meet the financial and/or other covenants contained in our Restated Credit Agreement and/or
senior notes indentures and/or (ii) impairment in the goodwill associated with certain of our reporting units or
impairment charges related to certain of our products or other intangible assets, which impairments could be
material;
changes in the assumptions used in connection with our impairment analyses or assessments, which would lead to a
change in such impairment analyses and assessments and which could result in an impairment in the goodwill
associated with any of our reporting units or impairment charges related to certain of our products or other intangible
assets;
the uncertainties associated with the acquisition and launch of new products, including, but not limited to, our ability
to provide the time, resources, expertise and funds required for the commercial launch of new products, the
acceptance and demand for new pharmaceutical products, and the impact of competitive products and pricing, which
could lead to material impairment charges;
our ability or inability to extend the profitable life of our products, including through line extensions and other life-
cycle programs;
our ability to retain, motivate and recruit executives and other key employees;
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our ability to implement effective succession planning for our executives and key employees;
factors impacting our ability to achieve anticipated growth in our Ortho Dermatologics business, including the
success of recently launched products (such as Arazlo®), expected geographic expansion in our Solta business
(including with respect to Next Generation Thermage FLX®), the ability to successfully implement and operate our
cash-pay prescription program for certain of our Ortho Dermatologics branded products, and the ability of such
program to achieve the anticipated goals respecting patient access and fulfillment, the approval of pending and
pipeline products (and the timing of such approvals), changes in estimates on market potential for dermatology
products and continued investment in and success of our sales force;
factors impacting our ability to achieve anticipated revenues for our products, including changes in anticipated
marketing spend on such products and launch of competing products;
the challenges and difficulties associated with managing a large complex business, which has, in the past, grown
rapidly;
our ability to compete against companies that are larger and have greater financial, technical and human resources
than we do, as well as other competitive factors, such as technological advances achieved, patents obtained and new
products introduced by our competitors;
our ability to effectively operate and grow our businesses in light of the challenges that the Company has faced and
market conditions, including with respect to its substantial debt, pending investigations and legal proceedings,
scrutiny of our past pricing and other practices, limitations on the way we conduct business imposed by the covenants
contained in our Restated Credit Agreement, senior notes indentures and the agreements governing our other
indebtedness, and the impacts of the COVID-19 pandemic;
the extent to which our products are reimbursed by government authorities, pharmacy benefit managers ("PBMs") and
other third-party payors; the impact our distribution, pricing and other practices may have on the decisions of such
government authorities, PBMs and other third-party payors to reimburse our products; and the impact of obtaining or
maintaining such reimbursement on the price and sales of our products;
the inclusion of our products on formularies or our ability to achieve favorable formulary status, as well as the impact
on the price and sales of our products in connection therewith;
the consolidation of wholesalers, retail drug chains and other customer groups and the impact of such industry
consolidation on our business;
our eligibility for benefits under tax treaties and the continued availability of low effective tax rates for the business
profits of certain of our subsidiaries;
the actions of our third-party partners or service providers of research, development, manufacturing, marketing,
distribution or other services, including their compliance with applicable laws and contracts, which actions may be
beyond our control or influence, and the impact of such actions on our Company, including the impact to the Company
of our former relationship with Philidor and any alleged legal or contractual non-compliance by Philidor;
the risks associated with the international scope of our operations, including our presence in emerging markets and
the challenges we face when entering and operating in new and different geographic markets (including the challenges
created by new and different regulatory regimes in such countries and the need to comply with applicable anti-bribery
and economic sanctions laws and regulations);
adverse global economic conditions and credit markets and foreign currency exchange uncertainty and volatility in
certain of the countries in which we do business;
the impact of the United States-Mexico-Canada Agreement (“USMCA”) and any potential changes to other trade
agreements;
the final outcome and impact of Brexit negotiations;
the trade conflict between the United States and China;
our ability to obtain, maintain and license sufficient intellectual property rights over our products and enforce and
defend against challenges to such intellectual property (such as in connection with the filing by Norwich
Pharmaceuticals Inc. (“Norwich”) of its Abbreviated New Drug Application (“ANDA”) for Xifaxan® (rifaximin) 550
mg tablets and the Company’s related lawsuit filed against Norwich in connection therewith);
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the introduction of generic, biosimilar or other competitors of our branded products and other products, including the
introduction of products that compete against our products that do not have patent or data exclusivity rights;
our ability to identify, finance, acquire, close and integrate acquisition targets successfully and on a timely basis and
the difficulties, challenges, time and resources associated with the integration of acquired companies, businesses and
products;
any divestitures of our assets or businesses and our ability to successfully complete any such divestitures on
commercially reasonable terms and on a timely basis, or at all, and the impact of any such divestitures on our
Company, including the reduction in the size or scope of our business or market share, loss of revenue, any loss on
sale, including any resultant impairments of goodwill or other assets, or any adverse tax consequences suffered as a
result of any such divestitures;
the expense, timing and outcome of pending or future legal and governmental proceedings, arbitrations,
investigations, subpoenas, tax and other regulatory audits, examinations, reviews and regulatory proceedings against
us or relating to us and settlements thereof;
our ability to negotiate the terms of or obtain court approval for the settlement of certain legal and regulatory
proceedings;
our ability to obtain components, raw materials or finished products supplied by third parties (some of which may be
single-sourced) and other manufacturing and related supply difficulties, interruptions and delays;
the disruption of delivery of our products and the routine flow of manufactured goods;
economic factors over which the Company has no control, including changes in inflation, interest rates, foreign
currency rates, and the potential effect of such factors on revenues, expenses and resulting margins;
interest rate risks associated with our floating rate debt borrowings;
our ability to effectively distribute our products and the effectiveness and success of our distribution arrangements,
including the impact of our arrangements with Walgreen Co. (“Walgreens”);
our ability to effectively promote our own products and those of our co-promotion partners;
the success of our fulfillment arrangements with Walgreens, including market acceptance of, or market reaction to,
such arrangements (including by customers, doctors, patients, PBMs, third-party payors and governmental agencies),
and the continued compliance of such arrangements with applicable laws;
our ability to secure and maintain third-party research, development, manufacturing, licensing, marketing or
distribution arrangements;
the risk that our products could cause, or be alleged to cause, personal injury and adverse effects, leading to potential
lawsuits, product liability claims and damages and/or recalls or withdrawals of products from the market;
the mandatory or voluntary recall or withdrawal of our products from the market and the costs associated therewith;
the availability of, and our ability to obtain and maintain, adequate insurance coverage and/or our ability to cover or
insure against the total amount of the claims and liabilities we face, whether through third-party insurance or self-
insurance;
the difficulty in predicting the expense, timing and outcome within our legal and regulatory environment, including
with respect to approvals by the FDA, Health Canada and similar agencies in other countries, legal and regulatory
proceedings and settlements thereof, the protection afforded by our patents and other intellectual and proprietary
property, successful generic challenges to our products and infringement or alleged infringement of the intellectual
property of others;
the results of continuing safety and efficacy studies by industry and government agencies;
the success of preclinical and clinical trials for our drug development pipeline or delays in clinical trials that
adversely impact the timely commercialization of our pipeline products, as well as other factors impacting the
commercial success of our products, which could lead to material impairment charges;
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the results of management reviews of our research and development portfolio (including following the receipt of
clinical results or feedback from the FDA or other regulatory authorities), which could result in terminations of
specific projects which, in turn, could lead to material impairment charges;
the seasonality of sales of certain of our products;
declines in the pricing and sales volume of certain of our products that are distributed or marketed by third parties,
over which we have no or limited control;
compliance by the Company or our third-party partners and service providers (over whom we may have limited
influence), or the failure of our Company or these third parties to comply, with health care “fraud and abuse” laws
and other extensive regulation of our marketing, promotional and business practices (including with respect to
pricing), worldwide anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the Canadian Corruption
of Foreign Public Officials Act), worldwide economic sanctions and/or export laws, worldwide environmental laws
and regulation and privacy and security regulations;
the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act of 2010 (the “Health Care Reform Act”) and potential amendment thereof and other legislative and
regulatory health care reforms in the countries in which we operate, including with respect to recent government
inquiries on pricing;
the impact of any changes in or reforms to the legislation, laws, rules, regulation and guidance that apply to the
Company and its businesses and products or the enactment of any new or proposed legislation, laws, rules,
regulations or guidance that will impact or apply to the Company or its businesses or products;
the impact of changes in federal laws and policy that may be undertaken following the change in the U.S.
administration;
illegal distribution or sale of counterfeit versions of our products;
interruptions, breakdowns or breaches in our information technology systems; and
risks in Item 1A. “Risk Factors” in this Form 10-K.
Additional information about these factors and about the material factors or assumptions underlying such forward-
looking statements may be found elsewhere in this Form 10-K, under Item 1A. "Risk Factors" and in the Company's other
filings with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the
“CSA”). When relying on our forward-looking statements to make decisions with respect to the Company, investors and others
should carefully consider the foregoing factors and other uncertainties and potential events. These forward-looking statements
speak only as of the date made. We undertake no obligation to update or revise any of these forward-looking statements to
reflect events or circumstances after the date of this Form 10-K or to reflect actual outcomes, except as required by law. We
caution that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the
foregoing list of important factors that may affect future results is not exhaustive and should not be considered a complete
statement of all potential risks and uncertainties.
vii
Item 1. Business
Introduction
PART I
Bausch Health Companies Inc. is a global company whose mission is to improve people’s lives with our health care
products. We develop, manufacture and market, primarily in the therapeutic areas of eye-health, gastroenterology (“GI”) and
dermatology, a broad range of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) over-the-
counter (“OTC”) products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and
aesthetics devices), which are marketed directly or indirectly in approximately 100 countries.
Our portfolio of products falls into four operating and reportable segments: (i) Bausch + Lomb/International, (ii) Salix,
(iii) Ortho Dermatologics and (iv) Diversified Products.
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The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC
products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision
Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales
in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products,
branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products.
The Salix segment consists of sales in the U.S. of GI products.
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products
and (ii) global sales of Solta medical aesthetic devices.
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of
neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products.
For additional discussion of our reportable segments, see the discussion in Item 1. "Business — Segment Information"
and Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for further details on these
reportable segments.
As discussed further in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Overview — Separation of Bausch + Lomb Eye-Health Business” of this Form 10-K, on August 6, 2020, the
Company announced that it intends to separate its eye-health business into an independent publicly traded entity from the
remainder of Bausch Health Companies Inc. (the “Separation”). The Separation will establish two separate companies that
include: (i) a fully integrated eye-health company which will consist of the Company’s Bausch + Lomb Global Vision Care,
Global Surgical, Global Consumer and Global Ophthalmology Rx businesses and (ii) a diversified pharmaceutical company
which will include the Company’s Salix, International Rx, Solta, generic products, neurology, dentistry and medical
dermatology pharmaceutical businesses. The anticipated separation is subject to regulatory approvals and certain conditions,
including final approval by the Company’s Board of Directors and any shareholder vote requirements that may be applicable. In
connection with the Separation, the Company expects to realign and begin managing its operations in a manner consistent with
the organizational structure of the two separate entities as proposed by the Separation during the first quarter of 2021.
Accordingly, the Company expects to begin reporting under the following reporting segments on a retrospective basis
beginning with its first quarter of 2021: Bausch + Lomb, International Rx, Salix, Ortho Dermatologics and Diversified
Products.
We are in the process of addressing the organization, structure and pro forma capitalizations of the two entities post-
separation. As a result, the information in this Form 10-K relating to the Separation is preliminary and may change as the
transaction progresses and any such change may be material. Further, there can be no assurance that the Separation will occur.
See Item 1A. “Risk Factors — Risk Relating to the Separation” of this Form 10-K for additional risks relating to the Separation.
COVID-19 Pandemic
In December 2019, a novel strain of the coronavirus disease, COVID-19, was identified in Wuhan, China. Since then,
COVID-19 has spread to most of the world, including the United States, Canada and Europe, and was declared a global
pandemic by the World Health Organization (the "WHO") on March 11, 2020. As a global health care company, now more than
ever, we remain focused on our mission of helping to improve people’s lives with our health care products.
We are and will continue to closely monitor the impacts of the COVID-19 pandemic and related responses from
governments and private sector participants on the Company, our customers, supply chain, third-party suppliers, project
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development timelines, costs, revenue, margins, liquidity and financial condition and our planned actions and responses to this
pandemic. To date, the Company has been able to continue its operations with limited disruptions in supply and manufacturing.
We believe we have responded quickly to the human and commercial challenges brought on by the COVID-19 pandemic
and that our early actions have, so far, enabled us to keep our employees safe and our supply lines largely intact and we believe
these actions have laid the foundation for us to work our way through the uncertainties to come. Importantly, we believe that
the steps we took over the last several years to manage our capital structure place us in a strong position to maintain sufficient
liquidity to continue operations through an extended pandemic and we believe that our businesses will not see their long-term
value diminished by this unprecedented situation. See Item 7. “Management’s Discussion and Analysis of Financial Condition
and Results of Operations — Overview — Impacts of COVID-19” of this Form 10-K for additional information on the impacts
of the COVID-19 pandemic and Item 1A. “Risk Factors — Risk Relating to COVID-19” of this Form 10-K for additional risks
relating to the COVID-19 pandemic.
Business Strategy
Our strategy is to focus our business on core therapeutic classes that offer attractive growth opportunities. Within our
chosen therapeutic classes, we prioritize durable products which we believe have the potential for strong operating margins and
evidence of growth opportunities. We believe this strategy has reduced complexity in our operations and maximizes the value
of our: (i) eye-health, (ii) GI and (iii) dermatology businesses, which collectively now represent a substantial portion of our
revenues. We have found and continue to believe there is significant opportunity in these businesses and we believe our existing
portfolio, commercial footprint and pipeline of product development projects position us to successfully compete in these
markets and provide us with the greatest opportunity to build value for our shareholders. We identify these businesses as
“core”, meaning that we believe we are best positioned to grow and develop them.
We believe we have a well-established product portfolio that is mixed within our core businesses and provides a
sustainable revenue stream to fund our operations. Our continued success is dependent upon our ability to continually refresh
our pipeline and bring new product solutions to the market that meet changing demands and replace other products that have
lost momentum. We have a robust pipeline that we believe not only provides for the next generation of our existing products,
but is also poised to bring new and innovative solutions to market. Our R&D organization focuses on the development of
products through clinical trials and, as of December 31, 2020, included approximately 1,300 dedicated R&D and quality
assurance employees in 23 R&D facilities.
We have focused our R&D to advance development programs that we believe will drive growth in our core businesses,
while creating efficiencies in our R&D efforts and expenses. Although we primarily rely on our R&D organization to build-out
and refresh our product portfolio, to supplement those efforts, we continually seek out opportunities, such as co-promotions,
licensing agreements and strategic acquisitions, to leverage our commercial footprint, particularly our sales force, by
strategically aligning ourselves with other innovative product solutions that, when coupled with our existing product portfolio,
address specific needs in the market. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Overview — Focus on Core Businesses” of this Form 10-K.
Segment Information
Our revenues for 2020, 2019 and 2018 were $8,027 million, $8,601 million and $8,380 million, respectively. We have
approximately 1,300 products in our portfolio of products, which fall into four operating and reportable segments: (i) Bausch +
Lomb/International, (ii) Salix, (iii) Ortho Dermatologics and (iv) Diversified Products. Segment revenues for the years 2020,
2019 and 2018 were as follows:
(in millions)
2020
2019
2018
Amount
Pct.
Amount
Pct.
Amount
Pct.
Bausch + Lomb/International
$ 4,408
55 % $ 4,739
55 % $ 4,664
Salix
Ortho Dermatologics
Diversified Products
Total revenues
1,904
24 %
2,022
23 %
1,749
553
7 %
565
7 %
617
1,162
14 %
1,275
15 %
1,350
16 %
$ 8,027
100 % $ 8,601
100 % $ 8,380
100 %
56 %
21 %
7 %
Comparative segment information for 2020, 2019 and 2018 is further presented in Note 22, "SEGMENT
INFORMATION" to our audited Consolidated Financial Statements.
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Bausch + Lomb/International
Our Bausch + Lomb/International segment includes our global Bausch + Lomb eye-health business and our International
Rx business. Our global Bausch + Lomb eye-health business includes our Global Vision Care, Global Surgical, Global
Consumer and Global Ophthalmology Rx products, which in aggregate accounted for approximately 41%, 42% and 43% of our
Company's revenues for 2020, 2019 and 2018, respectively. Our International Rx business, with the exception of our Solta
products, includes sales in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded
pharmaceutical products, branded generic pharmaceutical products and OTC products, which in aggregate accounted for
approximately 14%, 13% and 13% of our Company's revenues for 2020, 2019 and 2018, respectively.
Our global Bausch + Lomb business is a fully integrated eye-health business, which we believe is critical to maintaining
and developing our position in the global eye-health market. As a fully integrated eye-health business with a 165-year legacy,
Bausch + Lomb has an established line of contact lenses, intraocular lenses and other medical devices, surgical systems and
devices, vitamin and mineral supplements, lens care products, prescription eye-medications and other consumer products that
positions us to compete in all areas of the eye-health market.
As part of our global Bausch + Lomb business strategy, we continually look for key trends in the eye-health market to
meet changing consumer/patient needs and identify areas for investment and growth. For instance, one of these trends is the
increasing rate of myopia, and importantly, myopia as a potential risk factor for glaucoma, macular degeneration and retinal
detachment. We continue to see increased demand for new eye-health products that address conditions brought on by factors,
such as increased screen time, lack of outdoor activities and academic pressures, as well as conditions brought on by an aging
population (for example, as more and more baby-boomers in the U.S. are reaching the age of 65). To supplement our well-
established Bausch + Lomb product lines, we continue to identify new products tailored to address these key trends, which we
develop internally with our own R&D team to generate organic growth. We also license selective molecules or technology in
leveraging our own R&D expertise through development, as well as seek out external product development opportunities.
Recent product launches include Biotrue® ONEday daily disposable contact lenses, the next generation of Bausch + Lomb
ULTRA® contact lenses, SiHy Daily contact lenses, Lumify® (an eye redness treatment), Vyzulta® (a pressure lowering eye
drop for patients with angle glaucoma or ocular hypertension) and Ocuvite® Eye Performance (vitamins to protect the eye from
stressors such as sunlight and blue light emitted from digital devices).
Currently our principal products in the eye-health business include:
Vision Care
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SofLens® Daily Disposable Contact Lenses, which use ComfortMoist® Technology (a combination of thin lens design
and moisture-rich packaging solution) and High Definition Optics™ which is an aspheric design that reduces spherical
aberration over a range of powers, especially in low light.
PureVision® is a silicone hydrogel frequent replacement contact lens using AerGel® technology lens material to allow
natural levels of oxygen to reach the eye as well as resist protein buildup. The lens also incorporates an aspheric
optical design that reduces spherical aberration.
Biotrue® ONEday daily disposable contact lenses, which are made of a unique material that works like the eye to form
a dehydration barrier. The lens maintains over 98% of its moisture for up to 16 hours, it matches the water content of
the cornea at 78% and allows for the oxygen a healthy eye needs.
Biotrue® ONEday for Astigmatism is a daily disposable contact lens for astigmatic patients. The Biotrue® ONEday
lenses incorporates Surface Active Technology™ to provide a dehydration barrier. The Biotrue® ONEday for
Astigmatism also includes evolved peri-ballast geometry to deliver stability and comfort for the astigmatic patient.
Bausch + Lomb ULTRA® is a silicone hydrogel frequent replacement contact lens that uses the proprietary
MoistureSeal® technology which allows the contact lens to retain 95% of moisture after 16 hours of wear, limiting lens
dryness and resulting symptoms.
Bausch + Lomb ULTRA® for Astigmatism is a monthly planned replacement contact lens for astigmatic patients. The
Bausch + Lomb ULTRA® for Astigmatism lens was developed using the proprietary MoistureSeal® technology. In
addition, the Bausch + Lomb ULTRA® for Astigmatism lens integrates an OpticAlign® design engineered for lens
stability and to promote a successful wearing experience for the astigmatic patient.
Bausch + Lomb ULTRA® for Presbyopia is a monthly planned replacement contact lens for presbyopic patients. The
Bausch + Lomb ULTRA® for Presbyopia lens was developed using the proprietary MoistureSeal® technology. In
addition, the Bausch + Lomb ULTRA® for Presbyopia lens integrates a 3-zone progressive design for near,
intermediate and distance vision. We launched expanded parameters of this product throughout 2017.
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SiHy Daily is a silicone hydrogel daily disposable contact lens designed to provide clear vision throughout the day. In
September 2018, we launched SiHy Daily in Japan under the branded name AQUALOX® ONE DAY. In August
2020, we launched SiHy Daily in the U.S. under the branded name Bausch + Lomb INFUSE™ SiHy Daily Disposable
contact lens. SiHy Daily has also received regulatory approval for Canada, Australia, New Zealand, Hong Kong, South
Korea, Singapore and Malaysia where it will be branded as Bausch + Lomb Ultra® ONE DAY.
Surgical
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The Stellaris Elite® Vision Enhancement System is our next phacoemulsification cataract platform, which offers new
innovations, as well as the opportunity to add upgrades and enhancements every one to two years. Stellaris Elite® is the
first phacoemulsification platform on the market to offer Adaptive Fluidics™, which combines aspiration control with
predictive infusion management to create a responsive and controlled surgical environment for efficient and safe
cataract lens removal. Our Stellaris Elite® Vision Enhancement System was launched in April 2017.
The Vitesse® hypersonic vitrectomy system advances the process of vitreous removal using an innovative and effective
approach. Available exclusively on the Stellaris Elite® system, Vitesse® brings an exceptional level of surgical control
and precision to vitrectomies.
A portfolio of ophthalmic surgical products, including: (i) pre-loaded intraocular lenses such as Akreos®, enVista®,
LuxSmart™ and LuxGood™, (ii) handcrafted surgical instruments including Storz® and Synergetics® and (iii) a suite of
surgical equipment including TENEO® excimer laser for refractive and VICTUS® femtosecond laser for cataract
surgery and keratoplasty.
Consumer
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PreserVision® AREDS 2 is an eye vitamin formula for those with moderate-to-advanced age-related macular
degeneration.
Ocuvite® is a vitamin and mineral supplement for the eye that contains lutein (an antioxidant carotenoid), a nutrient
that supports macular health by helping filter harmful blue light.
Biotrue® multi-purpose solution helps prevent certain tear proteins from denaturing and fights germs for healthy
contact lens wear. Biotrue® multi-purpose solution uses a lubricant found in eyes and is pH balanced to match healthy
tears.
Lumify® (brimonidine tartrate ophthalmic solution, 0.025%) is an OTC eye drop developed as an ocular redness
reliever. Lumify® was launched in the U.S. in May 2018. We plan to launch Lumify® in South Korea in the second
half of 2021 and in Canada in 2022.
Bausch + Lomb Renu® Advanced Formula multi-purpose solution is a novel soft and silicone hydrogel contact lenses
solution that makes use of three disinfectants and two moisture agents.
Boston® solution is a specialty cleansing solution design for gas permeable contact lenses.
Bedoyecta Tri® (Injectable Hydroxocobalamine, vitamin B complex) is indicated for the prevention and treatment of
certain vitamin deficiencies. It is useful in the treatment of Neuritis and polyneuritis of nutritional, diabetic, alcoholic
and toxic origin due to the use of drugs. Bedoyecta® is also available in soft gel and capsule form. Bedoyecta® is
commercialized in Mexico and South America.
Cold FX® is a product derived from the roots of North American ginseng. COLD-FX® Daily Support has a clinically
proven formula that helps reduce the frequency, severity and duration of cold and flu symptoms by boosting the
immune system.
Artelac® is an eye moisturizer eye drop which enables quick wetting of dry eyes. Artelac® contains hypromellose, a
known moisturizer, and is used to treat dehydration of the surface of the eye, especially for dry eyes with an unpleasant
foreign body sensation. Artelac® is particularly suitable for alleviating mild symptoms of dry eyes and can also be used
to moisten hard contact lenses while being worn. Artelac® is commercialized widely in Europe, the Middle East and
Africa, Asia Pacific, Canada and Latin America.
Ophthalmology Rx
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Lotemax® Gel is a topical corticosteroid indicated for the treatment of inflammation and pain following ocular surgery.
This formulation is a technology that allows the drug to adhere to the ocular surface and offers dose uniformity, which
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eliminates the need to shake the product in order to ensure the drug is in suspension. The product contains a low
concentration of preservative and two known moisturizers. Lotemax® Gel is commercialized globally.
Vyzulta® (latanoprostene bunod ophthalmic solution, 0.024%) is an intraocular pressure lowering single-agent eye
drop dosed once daily for patients with open angle glaucoma or ocular hypertension. Vyzulta® was launched in the
U.S. (December 2017), Canada (July 2019), Hong Kong (2020), Mexico (2020) and Argentina (2020). We are
planning to launch Vyzulta® in Taiwan in 2021 and in South Korea in 2022.
Prolensa® (bromfenac ophthalmic solution) 0.07% is a nonsteroidal anti-inflammatory drug indicated to treat
inflammation and reduce eye pain in patients after cataract surgery. This product is commercialized widely in Europe
under the brand name Yellox®.
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International Rx
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Bisocard® (bisoprolol fumarate) is an orally administered tablet dosed once daily for patients with hypertension,
angina pectoris or heart failure and is a leading brand in Poland.
Thrombo ASS® (gastroprotective coated form of acetylsalicylic acid 50mg and 100mg) is an antithrombotic agent
dosed once daily for secondary prophylaxis of thrombotic complications after such events as a stroke or heart attack.
Thrombo ASS® is a leading brand in Russia.
Contrave® / Mysimba® is a fixed-dose combination prolonged-release tablet for the treatment of obesity. Used
alongside diet and exercise it is designed to help manage weight in adults who are obese or overweight. The
formulation is designed to initiate weight loss and sustain it over a longer period of time by switching off natural
compensatory mechanisms involved in the typical weight loss plateau stage. Contrave® / Mysimba® is commercialized
in Canada, Greece, and Central Eastern Europe.
Jublia® (efinaconazole 10% topical solution) is a topical azole approved for the treatment of onychomycosis of the
toenails (toenail fungus). Jublia® is commercialized in Canada (the only market outside the U.S.).
Ivexterm® (Ivermectin 6 mg tablets) is an antiparasitic drug, which is commercialized in Mexico and Central America,
and is currently under investigational studies for treating COVID-19 patients.
Espaven® (Dimethicone tablets, drops, suspension) is a complete line of gastrointestinal treatments for diverse
digestive indications such as: antiflatulence, dyspepsia, absolute or relative enzyme deficiency, steatorrhea, irritable
colon syndrome, pancreatic insufficiency and poor fat digestion. Espaven® is commercialized primarily in Mexico and
South America.
Salix
The Salix segment consists of sales in the U.S. of GI products and includes our Xifaxan® product. We have been making
investments in our Salix business since 2017, including: (i) hiring 200 trained and experienced sales force representatives to
expand the commercial field force for Xifaxan®, (ii) increasing the focus on the development of next generation formulations of
our Salix products to address new indications, (iii) completing the strategic acquisition of certain assets of Synergy
Pharmaceuticals Inc. (“Synergy”), which included the Trulance® product, and (iv) increasing the number of sales force
representatives for Trulance®. In addition, we have entered into licensing agreements for investigational products, which, once
developed and if approved by the U.S. Food and Drug Administration (the "FDA"), will be new treatments for certain GI and
liver diseases and we anticipate will contribute to the future growth. Each of these opportunities potentially provides us with the
ability to expand our GI portfolio and allows us to leverage our existing GI sales force, supply channel and distribution channel.
Currently our principal products in the Salix segment (including products of our third-party co-promotion partners)
include:
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Xifaxan® which includes: (i) tablets indicated for the treatment of IBS-D in adults and for the reduction in risk of overt
hepatic encephalopathy recurrence in adults and (ii) tablets indicated for the treatment of travelers’ diarrhea caused by
noninvasive strains of Escherichia coli in patients 12 years of age and older. Our Xifaxan® product accounted for
revenues of $1,482 million, $1,452 million and $1,195 million for 2020, 2019 and 2018, respectively.
Glumetza® (metformin hydrochloride) extended release tablets are indicated as an adjunct to diet and exercise to
improve glycemic control in adults with type 2 diabetes mellitus.
Relistor® (methylnaltrexone) is given to adults who use narcotic medicine to treat severe chronic pain that is not caused
by cancer to prevent constipation without reducing the pain-relieving effects of the narcotic.
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Trulance® (plecanatide) is a once-daily tablet for adults with chronic idiopathic constipation, or CIC, and irritable
bowel syndrome with constipation, or IBS-C.
Plenvu® is a novel, lower-volume polyethylene glycol-based bowel preparation developed to help provide complete
bowel cleansing, with an additional focus on the ascending colon. Plenvu® was launched in September 2018.
Ortho Dermatologics
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological products) and
(ii) global sales of Solta dermatological devices.
The Ortho Dermatologics business is our medical dermatology business dedicated to the treatment of a range of
therapeutic areas, including aesthetics, psoriasis, actinic keratosis, acne, atopic dermatitis, onychomycosis and other
dermatoses. As part of our business strategy for the Ortho Dermatologics segment, we have made significant investments to
build out our psoriasis, atopic dermatitis and acne product portfolios, which are the markets within dermatology where we see
the greatest opportunities, with a focus on topical gel and lotion products over injectable biologics. We continue to support the
use of injectable biologics; however, we believe some patients prefer topical products as an alternative to injectable biologics.
Further, as topical products can, in many cases, defer the use of injectable biologics that often come with associated risk/benefit
profiles, a topical product is usually readily adopted by payors, is less expensive and can be more cost-effective than injectable
biologics. Therefore, we believe topical products represent alternative treatments for physicians, payors and patients, and as the
preferred choice of treatment, have the potential to drive greater volumes, generate better margins and potentially be a key
contributing factor of our Ortho Dermatologics business.
During 2017 through 2020, we have made significant investments to build out our aesthetics, psoriasis and acne product
portfolios, which we believe, coupled with our experienced dermatology sales leadership team and the reorganization of our
Ortho Dermatologics sales force, will position our Ortho Dermatologics business for future growth.
Currently our principal products in the medical dermatology business include:
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Jublia® (efinaconazole 10% topical solution) is a topical azole approved for the treatment of onychomycosis of the
toenails (toenail fungus).
Targretin® (bexarotene) capsules and gel are prescription medicines used to treat the skin problems arising from the
disease cutaneous T-cell lymphoma, or CTCL, in patients who have not responded well to other treatments.
Bryhali® was launched in November 2018 and is a novel product that contains a unique, lower concentration of
halobetasol propionate for the treatment of moderate-to-severe psoriasis.
Siliq® was launched in the U.S. in 2017 and is an IL-17 receptor blocker monoclonal antibody for patients with
moderate-to-severe plaque psoriasis.
Altreno® (tretinoin 0.05%) was launched in the U.S. in October 2018 and is a lotion approved for the topical treatment
of acne vulgaris in patients 9 years of age and older.
Duobrii® was launched in June 2019 and is the first and only topical lotion that contains a unique combination of
halobetasol propionate and tazarotene for the treatment of moderate-to-severe plaque psoriasis in adults.
Arazlo® (tazarotene) Lotion, 0.045% is an acne product containing lower concentration of tazarotene in a lotion form
to help reduce irritation while maintaining efficacy and was launched in June 2020.
An Acne franchise, which includes Solodyn®, a prescription oral antibiotic approved to treat only the red, pus-filled
pimples of moderate to severe acne in patients 12 years of age and older, as well as Retin-A®, Clindagel® and
Onexton® Gel, a fixed combination 1.2% clindamycin phosphate and 3.75% benzoyl peroxide medication for the once-
daily treatment of comedonal (non-inflammatory) and inflammatory acne in patients 12 years of age and older.
Our Solta business is dedicated to the development of innovative treatment technologies that provide proven and effective
medical aesthetic and therapeutic benefits to consumers. Global Solta revenues were $253 million, $194 million and
$135 million for 2020, 2019 and 2018, respectively. The increase in revenue is primarily attributable to Next Generation
Thermage FLX®, a fourth-generation non-invasive treatment option using a radiofrequency platform designed to optimize key
functional characteristics and improve patient outcomes. During 2018 and 2019, Next Generation Thermage FLX® was
launched in Hong Kong, Japan, Korea, Taiwan, Philippines, Singapore, Indonesia, Malaysia, China, Thailand, Vietnam, and
Australia as part of our Solta medical aesthetic devices portfolio. These launches have been successful as Next Generation
Thermage FLX® revenues for 2020 and 2019 were $142 million and $77 million, respectively. We expect additional launches
of Next Generation Thermage FLX® in Europe in the near term, paced by country-specific regulatory registrations.
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Currently our principal products in the Solta business include:
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Thermage® is a non-invasive radiofrequency treatment that can smooth, tighten and contour skin for an overall
younger-looking appearance.
Fraxel® is a treatment that improves tone, texture and radiance for aging, sun damaged or scarred skin.
Clear + Brilliant® is a laser treatment that can help prevent the visible signs of aging and address the overall effects
time and the environment can have on skin.
VASERlipo® for minimally-invasive aesthetic body contouring that yields dramatic results with less pain and
downtime of traditional liposuction.
Diversified Products
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of neurology
and certain other therapeutic classes, (ii) generic products and (iii) dentistry products. The Company utilizes the Diversified
Products segment to extend the long-term cash flows from a number of assets that are expected to decline over time due to the
loss of exclusivity, by launching and selling authorized generic versions of certain branded assets. Our principal products in this
segment include:
Pharmaceutical
• Wellbutrin XL® is an extended release formulation of bupropion indicated for the treatment of major depressive
disorder in adults.
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Cuprimine® is a treatment for Wilson's disease (a condition in which high levels of copper in the body cause damage to
the liver, brain, and other organs), cystinuria (a condition which leads to cystine stones in the kidneys) and for patients
with severe rheumatoid arthritis who have failed to respond to an adequate trial of conventional therapy.
• Migranal® (dihydroergotamine mesylate) Nasal Spray is used to treat an active migraine headache with or without
aura.
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Ativan® (lorazepam) is indicated for the management of anxiety disorders or for the short-term relief of the symptoms
of anxiety or anxiety associated with depressive symptoms.
Xenazine® is indicated for the treatment of chorea associated with Huntington’s disease. In the U.S., Xenazine® is
distributed for us by Lundbeck LLC under an exclusive marketing, distribution and supply agreement.
Syprine® is a treatment for Wilson's disease in patients who cannot take the medication known as penicillamine.
Aplenzin® (bupropion hydrobromide extended release tablets) is indicated for the treatment of major depressive
disorder, and for the prevention of seasonal major depressive episodes in patients with a diagnosis of seasonal affective
disorder.
Librax® (chlordiazepoxide and clidinium) is indicated to control emotional and somatic factors in gastrointestinal
disorders. Librax® may also be used as adjunctive therapy in the treatment of peptic ulcer and in the treatment of the
irritable bowel syndrome (irritable colon, spastic colon, mucous colitis) and acute enterocolitis.
Generics
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Diastat® authorized generic (“AG”) (diazepam rectal gel) is a gel formulation of diazepam intended for rectal
administration for certain patients with epilepsy who are already taking antiepileptic medications, and who require
occasional use of diazepam to control bouts of increased seizure activity.
Uceris® AG (budesonide) extended release tablets are a prescription corticosteroid medicine used to help get mild to
moderate ulcerative colitis under control (induce remission).
Elidel® AG (pimecrolimus) is a second-line therapy for short term and intermittent long-term therapy of mild to
moderate atopic dermatitis.
is an aminosalicylate anti-inflammatory drug used
Apriso® AG
treat ulcerative colitis, proctitis and
proctosigmoiditis. Apriso is also used to prevent the symptoms of ulcerative colitis from recurring. Apriso® AG was
launched in December 2019.
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Tobramycin and Dexamethasone Ophthalmic Suspension is indicated for steroid-responsive inflammatory ocular
conditions for which a corticosteroid is indicated and where superficial bacterial ocular infection or a risk of bacterial
ocular infection exists.
Latanoprost Ophthalmic Solution is indicated for the reduction of elevated intraocular pressure in patients with open-
angle glaucoma or ocular hypertension.
Dentistry
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Arestin® (minocycline hydrochloride) is a subgingival sustained-release antibiotic. Arestin® is indicated as an adjunct
to scaling and root planing ("SRP") procedures for reduction of pocket depth in patients with adult periodontitis.
Arestin® may be used as part of a periodontal maintenance program, which includes good oral hygiene and SRP.
NeutraSal® is indicated for dryness of the mouth (hyposalivation, xerostomia) and dryness of the oral mucosa due to
drugs that suppress salivary secretion.
Research and Development
Our R&D organization focuses on the development of products through clinical trials. Currently, we have approximately
200 R&D projects in our pipeline. As of December 31, 2020, approximately 1,300 dedicated R&D and quality assurance
employees in 23 R&D facilities were involved in our R&D efforts.
Our R&D expenses for 2020, 2019 and 2018, were $452 million, $471 million and $413 million, respectively. R&D
expenses as a percentage of revenue were approximately 6% in 2020, as compared to approximately 5% in 2019 and 2018. We
have rebalanced our portfolio to better align with our long-term plans and focus on core businesses. Our investment in R&D
reflects our commitment to drive organic growth through internal development of new products, a pillar of our strategy. We
further supplement these efforts by continually seeking out other opportunities, such as co-promotions, licensing agreements
and strategic acquisitions. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Overview — Focus on Core Businesses” of this Form 10-K.
Trademarks, Patents, Exclusivity and Proprietary Know-How
We rely on a combination of contractual provisions, confidentiality policies and procedures and patent, trademark,
copyright and trade secrecy laws to protect the proprietary aspects of our technology and business. Our policy is to vigorously
protect, enforce and defend our rights to our intellectual property and proprietary rights, as appropriate. See Item 1A. “Risk
Factors” of this Form 10-K for additional information on the risks associated with our intellectual property and proprietary
rights.
Trademarks
We believe that trademark protection is an important part of establishing product and brand recognition. We own or
license a number of registered trademarks and trademark applications in the U.S., Canada and in various other countries
throughout the world. U.S. federal registrations for trademarks remain in force for 10 years and may be renewed every 10 years
after issuance, provided the mark is still being used in commerce. Trademark registrations in Canada issued on or before June
17, 2019 remain in force for 15 years and may be renewed for 10-year terms, provided that, as in the case of U.S. federal
trademark registrations, the mark is still being used in commerce. Trademark registrations in Canada issued after June 17, 2019
remain in force for 10 years and may be renewed every 10 years after issuance, provided that, as in the case of U.S. federal
trademark registrations, the mark is still being used in commerce. Other countries generally have similar but varying terms and
renewal policies with respect to trademarks registered in those countries.
Data and Patent Exclusivity
For certain of our products, we rely on a combination of regulatory and patent rights to protect the value of our
investment in the development of these products.
A patent is the grant of a property right which allows its holder to exclude others from, among other things, selling the
subject invention in, or importing such invention into, the jurisdiction that granted the patent. In the U.S., Canada and the
European Union (“EU”), generally patents expire 20 years from the date of application. We have obtained, acquired or in-
licensed a number of patents and patent applications covering key aspects of certain of our principal products. In the aggregate,
our patents are of material importance to our business taken as a whole.
In the U.S., the Hatch-Waxman Act provides non-patent regulatory exclusivity for five years from the date of the first
FDA approval of a new drug compound in a New Drug Application (“NDA”). The FDA, with one exception, is prohibited
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during those five years from accepting for filing a generic, or an Abbreviated New Drug Application (“ANDA”), that references
the NDA. In reference to the foregoing exception, if a patent is indexed in the FDA Orange Book for the new drug compound, a
generic may file an ANDA four years from the NDA approval date if it also files a Paragraph IV Certification with the FDA
challenging the patent. Protection under the Hatch-Waxman Act will not prevent the filing or approval of another full NDA.
However, the NDA applicant would be required to conduct its own pre-clinical and adequate and well-controlled clinical trials
to independently demonstrate safety and effectiveness.
A similar data exclusivity scheme exists in the EU, whereby only the pioneer drug company can use data obtained at the
pioneer’s expense for up to eight years from the date of the first approval of a drug by the European Medicines Agency
(“EMA”) and no generic drug can be marketed for ten years from the approval of the innovator product. Under both the U.S.
and the EU data exclusivity programs, products without patent protection can be marketed by others so long as they repeat the
clinical trials necessary to show safety and efficacy.
In the U.S., the Biologics Price Competition and Innovation Act ("BPCIA") allows companies to seek FDA approval to
manufacture and sell biosimilar or interchangeable versions of brand name biological products. Due to the size and complexity
of biological products, as compared to small molecule drugs, a biosimilar must be “highly similar” to the reference product with
“no clinically meaningful differences” in safety, purity and potency between the two. The BPCIA provides reference product
sponsors with 12 years (with potential for six additional months of pediatric exclusivity) of market exclusivity, but unlike the
Hatch-Waxman Act which covers small molecules, it does not require reference product sponsors to list patents in an Orange
Book equivalent and does not include an automatic 30-month stay of FDA approval upon the timely filing of a lawsuit. The
BPCIA, however, does provide pre-litigation procedures for the parties to follow, including identification of relevant patents
and each party’s basis for infringement and invalidity. A biosimilar patent application cannot be filed until four years after the
reference product is first licensed and a biosimilar cannot be launched, at the earliest (assumes no patent litigation or an adverse
decision on all patents), until the expiration of the twelve years of data exclusivity from the approval of the reference product.
Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to treat a disease
or condition that affects populations of fewer than 200,000 individuals in the U.S. or a disease whose incidence rates number
more than 200,000 where the sponsor establishes that it does not realistically anticipate that its product sales will be sufficient to
recover its costs. The sponsor that obtains the first marketing approval for a designated orphan drug for a given rare disease is
eligible to receive marketing exclusivity for use of that drug for the orphan indication for a period of seven years.
In Canada, the Patented Medicines (Notice of Compliance) Regulations (“PM(NOC) Regulations”) create a regime
analogous to the U.S. Hatch-Waxman Act, and link the regulatory approval process for generic and biosimilar drugs to the
adjudication of innovator patent rights. To be eligible for protection under the PM(NOC) Regulations, patents must first be
listed on the Patent Register in connection with an innovator’s drug submission to Health Canada. A generic or biosimilar
manufacturer must then provide notice to the innovator of its plans to market a drug that it compared to the innovator’s patented
drug in the Health Canada approval process. Within 45 days of receiving such a notice of allegation, an innovator drug
company may commence patent infringement proceedings against the generic or biosimilar manufacturer. The commencement
of an action by the innovator under the PM(NOC) Regulations may stay Health Canada’s regulatory approval of the generic or
biosimilar drug for a period of 24 months.
Canada also employs a data exclusivity regime for innovative drugs that provides an eight-year period of data protection
from the date of market approval by Health Canada. An additional six months of data exclusivity is provided for drugs studied
in clinical trials relating to use in pediatric populations. Drug submissions seeking approval based on a comparison to an
innovative drug cannot be filed during the first six years of the data exclusivity period. Generic or biosimilar drug submissions
remain on hold until expiry of the innovator’s data protection term, unless the innovative product is a patented drug subject to
further protection under the PM(NOC) Regulations. Canada has no distinct drug submission process for biosimilar or orphan
drug products.
Proprietary Know-How
We also rely upon unpatented proprietary know-how, trade secrets and technological innovation in the development and
manufacture of many of our principal products. We protect our proprietary rights through a variety of methods, including
confidentiality and non-disclosure agreements and proprietary information agreements with vendors, employees, consultants
and others who may have access to proprietary information.
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Government Regulations
Government authorities in the U.S., at the federal, state and local level, in Canada, in the EU and in all other countries
extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval
monitoring and reporting, packaging, advertising and promotion, storage, distribution, marketing and export and import of
pharmaceutical products and medical devices. As such, our products and product candidates are subject to extensive regulation
both before and after approval. The process of obtaining regulatory approvals and the subsequent compliance with applicable
federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.
Failure to comply with these regulations could result in, among other things, warning letters, civil penalties, delays in approving
or refusal to approve a product candidate, product recall, product seizure, interruption of production, operating restrictions,
suspension or withdrawal of product approval, injunctions or criminal prosecution.
Prior to human use, FDA approval (drugs (in the form of an NDA or ANDA for generic equivalents), biologics (in the
form of a Biologics License Application (“BLA”)) and some medical devices) or marketing clearance (other devices) must be
obtained in the U.S., approval by Health Canada must be obtained in Canada, EMA approval (drugs) or a CE Marking (devices)
must be obtained for countries that are part of the EU and approval must be obtained from comparable agencies in other
countries prior to manufacturing or marketing new pharmaceutical products or medical devices. Generally, preclinical studies
and clinical trials of the products must first be conducted and the results submitted to the applicable regulatory agency (such as
the FDA) for approval.
Regulation by other federal agencies, such as the Drug Enforcement Administration, and state and local authorities in the
U.S., and by comparable agencies in certain foreign countries, is also required. In the U.S., the Federal Trade Commission (the
“FTC”), the FDA and state and local authorities regulate the advertising of medical devices, prescription drugs, OTC drugs and
cosmetics. The Federal Food, Drug and Cosmetic Act, as amended and the regulations promulgated thereunder, and other
federal and state statutes and regulations, govern, among other things, the testing, manufacture, safety, effectiveness, labeling,
storage, record keeping, approval, sale, distribution, advertising and promotion of our products. The FDA requires a Boxed
Warning (sometimes referred to as a “Black Box” Warning) for products that have shown a significant risk of severe or life-
threatening adverse events and similar warnings are also required to be displayed on the product in certain other jurisdictions.
Manufacturers of pharmaceutical products and medical devices are required to comply with manufacturing regulations,
including current good manufacturing practices and quality system management requirements, enforced by the FDA and Health
Canada, in the U.S. and Canada respectively, and similar regulations enforced by regulatory agencies in other countries and we
face annual audits of our facilities and plants and those of our contract manufacturers by the FDA and such other regulatory
agencies. In addition, we are subject to price control restrictions on our pharmaceutical products in many countries in which
we operate.
We are also subject to extensive U.S. federal and state health care marketing and fraud and abuse regulations, such as the
federal False Claims Act, federal and provincial marketing regulations in Canada and similar regulations in foreign countries in
which we may conduct our business. The federal False Claims Act imposes civil and criminal liability on individuals or entities
who submit (or cause the submission of) false or fraudulent claims for payment to the government. The U.S. federal Anti-
Kickback Statute prohibits persons or entities from knowingly and willfully soliciting, receiving, offering or providing
remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending, or arranging
for a good or service, for which payment may be made under a federal or state health care program such as the Medicare and
Medicaid programs. Some state anti-kickback laws also prohibit such conduct where commercial insurance, rather than federal
or state, programs are involved. Due to recent legislative changes, violations of the U.S. federal Anti-Kickback Statute also
carry potential federal False Claims Act liability. In addition, in the U.S., Canada and various other countries, companies may
not promote drugs or medical devices for “off-label” uses - that is, uses that are not described in the product’s labeling and that
differ from those that were approved or cleared by the FDA, Health Canada or applicable regulatory agency in such other
countries - and “off-label promotion” in the U.S. has also formed the predicate for False Claims Act liability resulting in
significant financial settlements. These and other laws and regulations, rules and policies may significantly impact the manner
in which we are permitted to market our products. If our operations are found to be in violation of any of these laws,
regulations, rules or policies or any other law or governmental regulation, or if interpretations of the foregoing change, we may
be subject to civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs and the
curtailment or restructuring of our operations.
We are also subject to various state, federal and international laws and regulations governing the collection, transmission,
dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and
other sensitive and personal information, including, but not limited to, the Health Insurance Portability and Accountability Act
of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (collectively,
“HIPAA”). HIPAA mandates, among other things, the adoption of uniform standards for the electronic exchange of information
in common health care transactions (e.g., health care claims information and plan eligibility, referral certification and
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authorization, claims status, plan enrollment, coordination of benefits and related information), as well as standards relating to
the privacy and security of individually identifiable health information. These standards require the adoption of administrative,
physical and technical safeguards to protect such information. Many states in which we operate have laws that protect the
privacy and security of sensitive and personal information, including health-related information. Certain state laws may be more
stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal,
international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. For
example, the California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020, imposes stringent
data privacy and security requirements and obligations with respect to the personal information of California residents,
including, among other things, new disclosures to California consumers and providing such consumers new data protection and
privacy rights, including the ability to opt out of certain sales of personal information. The CCPA provides for civil penalties
for violations, as well as a private right of action for certain data breaches that result in the loss of personal data that may
increase the likelihood of, and risks associated with, data breach litigation. It remains unclear how various provisions of the
CCPA will be interpreted and enforced, and multiple states have enacted or are expected to enact similar laws. The effects on
our business of the CCPA and other similar state laws are potentially significant, and may require us to modify our data
processing practices and policies and to incur substantial costs and expenses in an effort to comply. State laws are changing
rapidly and there is discussion in Congress of a new federal data protection and privacy law to which we may be subject.
Additionally, some statutory requirements, both in the U.S. and abroad, include obligations for companies to notify
individuals of security breaches involving particular personal information, which could result from breaches experienced by us
or our service providers. For example, laws in all 50 U.S. states require businesses to provide notice to customers whose
personal data has been disclosed as a result of a data breach. The laws are not consistent, and compliance in the event of a
widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring
attention to changing regulatory requirements.
Internationally, laws and regulations in many jurisdictions apply broadly to the collection, transmission, dissemination,
use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and other sensitive
and personal information. For example, in the European Economic Area (the “EEA”) and, for the duration of the transition
period (as defined below), the United Kingdom, the collection and use of personal data, including clinical trial data, is governed
by the provisions of the General Data Protection Regulation (the “GDPR”). The GDPR became effective on May 25, 2018,
repealing its predecessor directive and increasing responsibility and liability of companies in relation to the processing of
personal data of EU data subjects. The GDPR, together with national legislation, regulations and guidelines of the EU member
states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on the
ability to collect, analyze, store, transfer and otherwise process personal data, including health data from clinical trials and
adverse event reporting. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of the
individuals to whom the personal data relates, the transfer of personal data out of the EEA or the United Kingdom, security
breach notifications and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up
to 4% of global annual revenue or €20 million, whichever is greater. European data protection authorities may interpret the
GDPR and national laws differently and impose additional requirements, which contributes to the complexity of processing
personal data in or from the EEA or United Kingdom. Guidance on implementation and compliance practices is often updated
or otherwise revised. We are also subject to Canada's federal Personal Information Protection and Electronic Documents Act
and substantially similar equivalents at the provincial level with respect to the collection, use and disclosure of personal
information in Canada. Such federal and provincial legislation impose data privacy and security obligations on our processing
of personal information of Canadian residents. The federal and Alberta legislation include mandatory data breach notification
requirements. Canada’s Anti-Spam Legislation (“CASL”) also applies to the extent that we send commercial electronic
messages from Canada or to electronic addresses in Canada. CASL contains prescriptive consent, form, content and
unsubscribe mechanism requirements. Penalties for non-compliance with CASL are up to CAD 10 million per violation. These
laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible
they will be interpreted and applied in ways that will materially and adversely affect our business. The regulatory framework
for data privacy, data security and data transfers worldwide is rapidly evolving and is likely to remain uncertain for the
foreseeable future. Complying with all of these laws and regulations involves costs to our business, and failure to comply with
these laws and regulations can result in the imposition of significant civil and criminal penalties, as well as litigation.
Successful commercialization of our products may depend, in part, on the availability of governmental and third-party
payor reimbursement for the cost of our products. Third-party payors may include government health administration authorities,
private health insurers and other organizations. In the U.S., the E.U. and other significant or potentially significant markets for
our products and product candidates, government authorities and third-party payors are increasingly attempting to limit or
regulate the price of medical products and services, which has resulted in lower average realized prices. In the U.S., these
pressures can arise from rules and practices of managed care groups, judicial decisions and governmental laws and regulations
related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement policies and pricing in general. In
particular, sales of our products may be subject to discounts from list price and rebate obligations, as well as formulary
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coverage decisions impacting or limiting the types of patients for whom coverage will be provided. Various U.S. health care
and other laws regulate our interactions with government agencies, private insurance companies and other third-party payors
regarding coverage and reimbursement for our products. Failure to comply with these laws could subject us to civil, criminal
and administrative sanctions. In countries outside the U.S., the success of our products may depend, at least in part, on
obtaining and maintaining government reimbursement because, in many countries, patients are unlikely to use prescription
drugs that are not reimbursed by their governments. In addition, negotiating prices with certain governmental authorities for
newly developed products can delay commercialization. In Canada and many international markets, governments control the
prices of prescription pharmaceuticals, including through the implementation of reference pricing, price cuts, rebates, revenue-
related taxes, tenders and profit control, and they expect prices of prescription pharmaceuticals to decline over the life of the
product or as volumes increase.
In the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals to change
the health care system in ways that could impact our ability to sell our products profitably. The Patient Protection and
Affordable Care Act (the “PPACA”), as amended by the Health Care Reform Act, may affect the operational results of
companies in the pharmaceutical and medical device industries, including the Company and other health care related industries,
by imposing on them additional costs. Although efforts at replacing the Health Care Reform Act have stalled in Congress, there
are a number of proposals that we expect to be introduced to Congress and put forth by the Biden administration that may result
in further changes to the health care system that could materially impact the Company.
For example, on January 28, 2021, President Biden issued the “Executive Order on Strengthening Medicaid and the
Affordable Care Act,” which directs federal agencies to review all existing regulations, orders, guidance documents, policies
and any other similar agency actions that limit Americans’ access to high-quality health care, and to consider actions that will
protect and strengthen Medicaid, the PPACA and access to affordable health care for every American. Under this order, federal
agencies must make determinations as to whether additional actions are necessary to advance President Biden’s overall access
policy and specifically examine (i) policies that may undermine protections for people with pre-existing conditions, including
complications related to COVID-19, (ii) demonstrations and waivers that may reduce coverage under or otherwise undermine
Medicaid or the PPACA, (iii) policies that may undermine the Health Insurance Marketplace or other markets for health
insurance, (iv) policies that may present unnecessary barriers to enroll in Medicaid or the PPACA and (v) policies or practices
that may reduce the affordability of coverage or financial assistance for coverage, including for dependents. We cannot predict
what changes will result from the Executive Order or when they will take effect, nor is it possible at this time to estimate the
impact of any such changes on the Company.
See Item 1A. “Risk Factors” of this Form 10-K for additional information on the risks associated with these regulations
and related matters.
Environmental and Other Regulation
Our facilities and operations are subject to federal, state and local environmental and occupational health and safety laws
and regulations in both the U.S. and countries outside the U.S. (including Canada), including those governing the discharge of
substances into the air, water and land, the handling, treatment, storage and disposal of hazardous substances and wastes,
wastewater and solid waste, the cleanup of contaminated properties and other environmental matters. Certain of our
development and manufacturing activities involve the use of hazardous substances. We believe we are in compliance in all
material respects with applicable environmental and occupational health and safety laws and regulations. We are not aware of
any pending environmental or occupational health and safety litigation or significant liabilities that are likely to have a material
adverse effect on our financial position. We cannot assure, however, that environmental liabilities relating to us or facilities
owned, leased or operated by us will not develop in the future, and we cannot predict whether any such liabilities, if they were
to develop, would require significant expenditures on our part. In addition, we are unable to predict what environmental or and
occupational health and safety legislation or regulations may be adopted or enacted in the future. See Item 1A. “Risk Factors”
of this Form 10-K for additional information.
Customers and Marketing
In 2020, the U.S. and Puerto Rico accounted for approximately 60% of our total revenue. No other country accounted for
more than 5%. See Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for revenues by
geographic area.
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Customers that accounted for 10% or more of our total revenue for 2020, 2019 and 2018 are as follows:
McKesson Corporation
AmerisourceBergen Corporation
Cardinal Health, Inc.
2020
17%
17%
13%
2019
17%
16%
14%
2018
18%
18%
13%
We currently promote our pharmaceutical products to physicians, hospitals, pharmacies and wholesalers through our own
sales force and sell through wholesalers. In some markets, we additionally sell directly to physicians, hospitals and large drug
store chains and we sell through distributors in countries where we do not have our own sales staff. As part of our marketing
program for pharmaceuticals, we use direct to customer advertising, direct mailings, advertise in trade, social media and
medical periodicals, exhibit products at medical conventions and sponsor medical education symposia.
Competition
Competitive Landscape for Products and Products in Development
The pharmaceutical and medical device industries are highly competitive. Our competitors include specialty and other
large pharmaceutical companies, medical device companies, biotechnology companies, OTC companies and generic
manufacturers, in the U.S., Canada, Europe, Asia, Latin America, Middle East, Africa and in other countries in which we
market our products. The dermatology competitive landscape is highly fragmented, with a large number of mid-size and smaller
companies competing in both the prescription sector and the OTC and cosmeceutical sectors. With respect to the GI market,
generic entrants continue to capture significant share for treatment of many GI conditions. In the area of irritable bowel
syndrome ("IBS") and OIC, competitors have recently launched new competing products, which should increase the size of
these markets and intensify competition. The market for Bausch + Lomb products is very competitive, both across product
categories and geographies. In addition to larger diversified pharmaceutical and medical device companies, we face
competition in the eye-health market from mid-size and smaller, regional and entrepreneurial companies with fewer products in
niche areas or regions.
Our competitors are pursuing the development and/or acquisition of pharmaceuticals, medical devices and OTC products
that target the same diseases and conditions that we are targeting in dermatology, GI, eye-health and other therapeutic areas.
Academic and other research and development institutions may also develop products or technologies that compete with our
products, which technologies and products may be acquired or licensed by our competitors. These competitors may have
greater financial, R&D or marketing resources than we do. If competitors introduce new products, delivery systems or
processes with therapeutic or cost advantages, our products can be subject to progressive price reductions or decreased volume
of sales, or both. Most new products that we introduce must compete with other products already on the market or products that
are later developed by competitors.
We sell a broad range of products, and competitive factors vary by product line and geographic area in which the
products are sold. The principal methods of competition for our products include quality, efficacy, market acceptance, price
and marketing and promotional efforts.
Generic Competition and Loss of Exclusivity
We face increased competition from manufacturers of generic pharmaceutical products when patents covering certain of
our currently marketed products expire or are successfully challenged or when the regulatory exclusivity for our products
expires or is otherwise lost. Generic versions are generally significantly less expensive than branded versions, and, where
available, may be required to be utilized before or in preference to the branded version under third-party reimbursement
programs, or substituted by pharmacies. Accordingly, when a branded product loses its market exclusivity, it normally faces
intense price competition from generic forms of the product. To successfully compete for business with managed care and
pharmacy benefits management organizations, we must often demonstrate that our products offer not only medical benefits, but
also cost advantages as compared with other forms of care.
For details regarding products that are facing generic competition, products that could potentially face generic
competition, the corresponding potential revenue impact and infringement proceedings we initiated against potential generic
competition, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business
Trends — Generic Competition and Loss of Exclusivity” of this Form 10-K. See Note 20, "LEGAL PROCEEDINGS" to our
audited Consolidated Financial Statements for further details regarding certain infringement proceedings. See Item 1A. “Risk
Factors” of this Form 10-K for additional information on our competition risks.
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Manufacturing
We currently operate approximately 38 manufacturing sites worldwide and continue to make capital investments in these
facilities as discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations
— Overview — Focus on Core Businesses” of this Form 10-K.
In the normal course of business, our products, devices and facilities are the subject of ongoing oversight and review by
regulatory and governmental agencies, including general, for cause and pre-approval inspections by the relevant competent
authorities where we have business operations. Through the date of this filing, all of our global operations and facilities have
the relevant operational good manufacturing practices certificates and all Company products and operating sites are in good
compliance standing with all relevant notified bodies and global health authorities. Further, all sites under FDA jurisdiction are
rated as either No Action Indicated (where there was no Form 483 observation) or Voluntary Action Indicated (“VAI”) (where
there was a Form 483 with one or more observations). In the case of VAI inspection outcomes, the FDA has accepted our
responses to the issues cited, which will be verified when the agency makes its next inspection of those specific facilities. A
Form 483 is issued at the end of each inspection when FDA investigators have observed any condition that in their judgment
may constitute violations of current good manufacturing practices.
We also subcontract the manufacturing of certain of our products, including products manufactured under the rights
acquired from other pharmaceutical companies. Products representing approximately 20% of our product sales for 2020 are
produced in total, or in part, by third-party manufacturers under manufacturing arrangements.
In some cases, the principal raw materials, including active pharmaceutical ingredients, used by us (or our third-party
manufacturers) for our various products are purchased in the open market or are otherwise available from several sources.
However, some of the active pharmaceutical ingredients and other raw materials used in our products and some of the finished
products themselves are currently only available from a single source; or others may in the future become available from only
one source. For example, with respect to some of our largest or most significant products, the supply of the finished product for
each of our Siliq®, Duobrii®, Bryhali®, Lumify®, Trulance®, Vyzulta®, SofLens®, Wellbutrin XL®, Ocuvite®, PreserVision®,
Renu®, Xenazine®, Aplenzin®, Relistor® Oral and PureVision® products are only available from a single source and the supply
of active pharmaceutical ingredient for each of our Siliq®, Duobrii®, Bryhali®, Trulance®, Vyzulta®, Xenazine®, Aplenzin®, and
Relistor® Oral products are also only available from a single source. Any disruption in the supply of any such single-sourced
active pharmaceutical ingredient, other raw material or finished product or an increase in the cost of such materials or products
could adversely impact our ability to manufacture or sell such products, the ability of our third-party manufacturers to supply us
with such products, or our profitability. We attempt to manage the risks associated with reliance on single sources of active
pharmaceutical ingredient, other raw materials or finished products by carrying additional inventories or, where possible,
developing second sources of supply. See Item 1A. “Risk Factors” for additional information on the risks associated with our
manufacturing arrangements.
Our global supply team worked diligently to stay ahead of the challenges presented by the COVID-19 pandemic once it
appeared in Asia. See Item 7. "Management's Discussion and Analysis — Impacts of COVID-19 Pandemic" for further
information.
Human Capital Resources
In order to achieve our vision of being a trusted health care partner, we strive to ensure our employees around the world
feel proud to be a part of Bausch Health Companies Inc.
As of December 31, 2020, we had approximately 21,600 employees, which included approximately 11,100 in production,
7,600 in sales and marketing, 1,600 in general and administrative positions and 1,300 in R&D. These employees are located
around the world, with 7,100 in the United States and Canada, 6,500 in Europe, 2,800 in the Middle East and Africa, 2,400 in
Asia-Pacific countries, 2,100 in Latin America, and 700 in Russia and Commonwealth of Independent State countries.
Collective bargaining exists for some employees in several countries in which we do business. We consider our relations
with our employees to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that
have materially impeded our business operations.
During fiscal 2020, our voluntary turnover rate was lower than in prior years, partially attributable to the impact of the
COVID-19 pandemic. We have not experienced any significant business disruption to date as a result of turnover, and we
regularly conduct an employee engagement survey globally in order to keep a pulse on the organization. Based on the survey
results, we believe that our employees are proud to work for Bausch Health Companies Inc. and 87% would recommend our
Company as a good place to work.
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Health, Safety and Wellness
Our employees' health, safety, and wellness are important to us. With the COVID-19 outbreak, a focus in 2020 was
protecting the health and safety of our employees and their families. We broadened our existing remote work policies to enable
our global employees to work from home wherever possible. In circumstances where remote work was not possible (such as at
our manufacturing and distribution facilities) we implemented safety measures to ensure we prevented the spread of COVID-19
in the workplace, such as mandatory face coverings, social distancing, hand hygiene, plexiglass barriers, limited face-to-face
meetings and other procedures as prescribed by global public health organizations, such as the WHO and U.S. Centers for
Disease Control and Prevention.
On an ongoing basis, we measure how well we are fostering the health and safety of our employees through our Days
Away Rate ("DAR"), which captures globally the number of days that our employees are away from work due to illness or
injury. In 2020, we achieved an annual DAR of 11, which surpassed our annual goal of 13 and exceeds the industry standard of
24 days away.
We also recognize that physical, emotional and financial wellbeing are significant contributors to our employees success
at work and home, especially in 2020. We aim to support our employees in all aspects of their everyday life by centering
programs and activities around these three pillars of wellbeing. Across each of these pillars, we offer a range of resources to
help our employees be healthy and feel successful in both their professional and personal lives, including through employee
assistance programs. For 2020, we also provided resources for our employees specifically in response to COVID-19, including
launching a website – Collaborating in the New Normal – to help our employees encourage each other, lead with empathy and
adapt as we navigated these unprecedented times.
Diversity and Inclusion
We are dedicated to fostering an inclusive work environment where everyone feels welcomed, supported and valued for
their talents and contributions. Our Bausch Health Diversity & Inclusion ("D&I") strategy centers on connecting our employees
to our Company, each other, and our communities to cultivate a sense of trust, respect and belonging for all. We have a D&I
Council that is led by our Company's Executive Committee members sponsored by our Chief Human Resources Officer,
General Counsel, and Chief Medical Officer/President R&D that provides oversight for our D&I strategy and initiatives.
We strive to advance candid conversations among our employees about racism and expanding diversity and inclusion
training and education for them. Specifically, we have provided all employees with educational tools and resources to
understand how to talk about these topics at work and have introduced training aimed at helping employees become more aware
of unconscious biases.
We are focused on continuing to expand our Employee Resource Groups ("ERGs"), providing opportunities for
professional growth, development and informal networking. The Bausch Health Women’s Leadership Network advances the
growth and leadership development of women at our Company. In 2020, they facilitated a roundtable discussion with three
female members of our Executive Committee – our Chief Human Resources Officer, General Counsel, and President of our
Diversified Business – to discuss their views on the most important qualities of leadership. They also hosted guest speakers
focused on the importance of building resilience and practicing mindfulness, as well as effectively managing stress. Our Bausch
Health Military Network Employee Resource Group was recently formed as well, and in their inaugural year they hosted a
virtual Veterans Day tribute and organized a Toys for Tots drive to support local communities.
Talent Development
We are committed to the development of our employees and believe that our success coincides with our employees’
achievements of personal and professional goals.
Through our Employee Development Framework, we endeavor to support our employees’ interests to grow to their full
potential, achieve career goals, and contribute to the success of our Company. We empower employees to explore roles that are
of interest and gain insights into their strengths and development needs. We provide a variety of development programs to
support our employees at every stage of their career and incorporate individual development plans that aim to help our
employees reach their career goals.
We also have a robust, global succession planning process that allows us to define talent needs based on business
strategy, identify talent and drive their development and growth, strengthen the pipeline for critical leadership positions, and
optimize talent deployment across the business. As detailed in its charter, the Talent and Compensation Committee of the
Board of Directors assists the Board with oversight of our Company’s talent management and succession planning process. The
Board of Directors reviews succession planning progress and specifically the plans for Executive Committee roles. To support
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this process, the Board interacts with leaders and managers throughout the organization during the year to get to know these
employees and their work.
Total Rewards
Our Company’s total rewards philosophy is designed to attract, retain, motivate, and engage our employees. We provide
comprehensive and market competitive compensation and benefit programs across our geographies, aligning these programs
with the interests of our shareholders and balancing appropriate risk taking. Collectively, these programs comprise our Total
Rewards package.
Our compensation program includes base pay, short-term incentives, and long-term incentives. We provide the
opportunity for our employees to earn more when we deliver against objectives – both as a total company and individually. We
also provide competitive benefit programs based on local practice in the countries where our employees work. Our programs
include medical coverage, retirement benefits, paid time off, and life and other insurances. Based on local market practice in
the geographies in which we operate, we also offer family planning benefits to our employees such as adoption and surrogacy
assistance programs.
Corporate Social Responsibility
In 2017, we established The Bausch Foundation, which supports initiatives aimed at disease prevention, improving
patient outcomes, and community support related to our core businesses. Additionally, it supports global relief efforts and those
who need help in the communities in which we live and work.
The support of our employees is essential to the success of the foundation. For example, in order to offer support to others
during the pandemic, we established a campaign for our employees to donate to Feeding America, with the foundation
matching up to $100,000 of these contributions. Our employees may also submit a request to the foundation for a financial
contribution to support the charitable efforts of an organization they support. During 2020, the foundation, which is managed by
our employees, donated medicines and health care products to assist in the global fight against the COVID-19 virus.
We are committed to supporting patients who have lost employment health benefits due to the COVID-19 pandemic, and
because it is important to continue prescribed treatments, we are proud to offer certain of our prescription medicines through
our Bausch Health Assistance Program. In the face of the COVID-19 pandemic, some people have financial obstacles that keep
them from obtaining and continuing their prescribed treatments. The purpose of the Bausch Health Patient Assistance Program
is to provide eligible unemployed patients in the U.S., who have lost their health insurance due to the COVID-19 pandemic,
with certain of our prescription products although their financial circumstances or insurance status may otherwise interfere with
their ability to do so. If approved, patients receive their Bausch Health Companies Inc. prescription product(s) at no cost to
them for up to one year, and may be able to reapply to the program annually if they continue to meet eligibility requirements
and have a valid prescription.
See Item 7. “Management's Discussion and Analysis — Overview — Focus on Core Businesses — Improve Patient
Access” for additional discussion regarding Company programs to address the affordability and availability of our products.
Product Liability Insurance
Since March 31, 2014, we have self-insured substantially all of our product liability risk for claims arising after that date.
In the future, we will continue to re-evaluate our decision to self-insure and may purchase additional product liability insurance
to cover product liability risk. See Item 1A. “Risk Factors” of this Form 10-K for additional information.
Seasonality of Business
Historically, revenues from our business tend to be weighted toward the second half of the year. Sales in the first quarter
tend to be lower as patient co-pays and deductibles reset at the beginning of each year. Sales in the fourth quarter tend to be
higher based on consumer and customer purchasing patterns associated with health care reimbursement programs. However,
there are no assurances that these historical trends will continue in the future.
Geographic Areas
A significant portion of our revenues is generated from operations or otherwise earned outside the U.S. and Canada. All
of our foreign operations are subject to risks inherent in conducting business abroad, including price and currency exchange
controls, fluctuations in the relative values of currencies, political and economic instability and restrictive governmental actions
including possible nationalization or expropriation. Changes in the relative values of currencies may materially affect our
results of operations. For a discussion of these risks, see Item 1A. “Risk Factors” of this Form 10-K.
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See Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for revenues and long-
lived assets by geographic area.
A portion of our revenue and income was earned in Canada and Ireland, which have low effective tax rates. See Item 1A.
“Risk Factors” of this Form 10-K relating to tax rates for more information.
Available Information
Our Internet address is www.bauschhealth.com. We post links on our website to the following filings as soon as
reasonably practicable after they are electronically filed or furnished to the SEC: annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and any amendment to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available through our website free of charge.
The information on our Internet website is not incorporated by reference into this Form 10-K or our other securities filings and
is not a part of such filings. The SEC also maintains an Internet website at www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers, including us, that file electronically with the SEC.
We are also required to file reports and other information with the securities commissions in all provinces in Canada. You
are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the
provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic
Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, the Canadian equivalent of the SEC’s electronic document
gathering and retrieval system.
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Item 1A. Risk Factors
Our business, financial condition, cash flows and results of operations are subject to various risks and uncertainties. You
should carefully consider the risks and uncertainties described below, together with all of the other information in this Form
10-K, including those risks set forth under the heading entitled “Forward-Looking Statements” and in other documents that we
file with the SEC and the CSA, before making any investment decision with respect to our common shares or debt securities. If
any of the risks or uncertainties actually occur or develop, our business, financial condition, cash flows, results of operations
and/or future growth prospects could change, and such change could be materially adverse. Under these circumstances, the
market value of our common shares and/or debt securities could decline, and you could lose all or part of your investment in
our common shares and/or debt securities.
Summary of Risk Factors
The following is a summary of the risk factors our business faces. The list below is not exhaustive, and investors should
read this “Risk Factors” section in full. Some of the risks we face include:
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the effect of the COVID-19 pandemic on our business, financial condition, cash flows, and results of operations;
the impact on our business from the separation of our eye-health business into an independent publicly traded entity;
the ongoing legal proceedings, investigations, and inquiries respecting certain of our historical distribution,
marketing, pricing, disclosure and accounting practices;
the impact of changes to our pricing practices, whether imposed, legislated or voluntary;
the potential adverse impact of legal proceedings, litigation, and government investigations;
our dependence on third parties to meet their contractual, legal, regulatory, and other obligations;
the impact of product recalls and related product liability claims;
our ability to comply with extensive regulation concerning marketing, promotional and business practices;
our ability to comply with restrictive covenants in our debt agreements;
our ability to generate cash in order to service our debt;
the impact on our business of restrictions imposed by our significant indebtedness;
the effect of interest rate changes, including the potential discontinuation of LIBOR;
our ability to recruit and retain executives and key personnel;
the potential increase of our effective tax rates;
our ability to compete with generic competitors in products that represent a significant amount of our revenue;
our ability to obtain, maintain, enforce or defend the intellectual property rights required to conduct our business;
our ability to develop or acquire more effective or less costly pharmaceutical or OTC products or medical devices
than our competitors;
the effect of our commitment to the cessation of or limitation on pricing increases for certain of our products;
the impact of divestitures of certain of our assets and business;
the potential adverse effect of acquisitions of assets, products and businesses;
our ability to maintain and provide appropriate training in our products to our health care providers;
our ability to achieve or maintain expected levels of market acceptance for our new products;
our dependence on reimbursements from governmental and other third-party payors;
the impact of a failure to be included in formularies developed by managed care organizations and third-party
payors;
the failure of our fulfillment arrangements with Walgreens and our dermatology cash-pay prescription program;
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risks associated with the international scope of our operations;
foreign currency exposure on the translation into U.S. dollars of the financial results of our international operations;
our ability to successfully commercialize our pipeline products;
our ability to comply with ongoing regulatory review of our marketed drugs;
the effect that the United Kingdom’s exit from the European Union may have on the development, regulatory
approval and review of our products;
the impact on our business of interruptions in our manufacturing processes;
our dependence on a limited number of sources for certain of our finished products and raw materials;
the effect of changes in inventory levels or fluctuations in buying patterns by our large distributor and retail
customers;
our ability to comply with applicable laws and regulations and prevail in any litigation related to noncompliance;
the impact that reforms of the health care system may have on our ability to sell our products profitably;
our ability to comply with environmental laws and regulations and environmental remediation obligations;
the potential adverse effect of shareholder activism;
the impact on our profitability from the potential impairment of goodwill and other intangible assets;
the breakdown, interruption, breach or other compromise of our information technology systems;
our ability to effectively monitor and respond to expectations regarding environmental, social and governance
matters;
the restatement of our previously issued financial statements and potential exposure to additional risks therefrom;
the decline in pricing and/or volume of our products in our distribution agreements with other companies;
the illegal distribution and sale of counterfeit versions of our products;
the reduction of profits due to imports from countries where our products are available at lower prices;
the reduction of revenues in future fiscal periods due to our policies regarding returns, allowances, and chargebacks;
the decline in sales volumes or prices of our products as the result of the concentration of sales to wholesalers;
our potential obligations under our indemnity agreements and arrangements; and
the fluctuation of our operating results and financial condition from quarter to quarter.
Risk Relating to COVID-19
The ongoing COVID-19 pandemic, the rapidly evolving reaction of governments, private sector participants and the public
to that pandemic and/or the associated economic impact of the pandemic and the reactions to it, could adversely and
materially impact our business, financial condition, cash flows and results of operations.
In December 2019, a novel strain of the coronavirus disease, COVID-19, was identified in Wuhan, China. Since then,
COVID-19 has spread to other parts of the world, including the United States, Canada and Europe, and was declared a global
pandemic by the World Health Organization on March 11, 2020. The pandemic and the rapidly evolving reaction of
governments, private sector participants and the public in an effort to contain the spread of COVID-19 and/or address its
impacts have intensified and have had significant direct and indirect effects on businesses and commerce generally, including
disruption to supply chains, employee base and transactional activity, facilities closures and production suspensions, and
significantly increased demand for certain goods and services, such as pandemic-related medical services and supplies,
alongside decreased demand for others, such as retail, hospitality, travel and elective surgery.
As a result of the impact of COVID-19, we have experienced delays in and postponement of our clinical trial programs
and reduced demand for certain of our products due to the deferral of elective medical procedures and of doctor and dentist
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visits. We expect to continue to experience those effects as a result of the pandemic, the reactions of governments, private
sector participants and the public to the pandemic and the associated disruption to business and commerce generally.
In addition, as a result of these factors, we may experience additional disruptions that could materially impact our
business, financial condition, cash flows and results of operations. For example, we may experience:
• material closures or disruptions to our manufacturing sites (for example, we experienced closures at our Milan,
Bothell, Washington USA sites and our two sites in China in 2020);
• lack of availability of active pharmaceutical ingredients ("API"), and intermediates, or other supply chain disruptions,
including for some of our key products;
• alternative working arrangements, including personnel working remotely and additional cleaning or sterilization
protocols at our production facilities, which could negatively impact our business should such arrangements remain for
an extended period of time;
• interruption or delays in the operations of the FDA, the EMA and other regulatory authorities, which may impact
review and approval timelines for our planned trials and launches;
• delays or difficulties in enrolling patients in our clinical trials;
• delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical
site staff;
• diversion of health care resources away from the conduct of clinical trials, including the diversion of hospitals serving
as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;
• interruption or postponement of key clinical trial activities, such as clinical trial site data monitoring, due to limitations
on travel imposed or recommended by federal or state governments, employers and others or interruption of clinical
trial subject visits and study procedures, which may impact the integrity of subject data and clinical study endpoints;
• limitations on employee resources that would otherwise be focused on our business and operations, such as the
conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the
desire of employees to avoid contact with large groups of people;
• delays in or postponements of our clinical trial programs as a result of “stay at home” orders affecting our research
facilities or the closure of such research facilities, which may impact the timing, approval and launch of the affected
clinical trial programs;
• deferral of elective medical procedures and of doctor and dentist visits, and reduced usage of contact lens, which may
reduce demand for certain of the Company’s products, including our contact lens products and certain branded
pharmaceutical products in our eye-care, dermatology, GI and dentistry businesses; and
• adverse effects on the regional economies in which we operate which could reduce demand for certain of the
Company’s products.
The extent and duration of the pandemic, the reactions of governments, private sector participants and the public to that
pandemic and the associated disruption to business and commerce generally, and the extent to which these may impact our
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 our control and cannot be predicted with confidence. Such developments
include the ultimate geographic spread and duration of the pandemic, the availability and effectiveness of vaccines for
COVID-19, new information which may emerge concerning the severity of COVID-19, the effectiveness and intensity of
measures to contain COVID-19 and/or address its impacts, 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
our business, financial condition, cash flows and results of operations and may exacerbate other risk factors disclosed in this
Item 1A. “Risk Factors.”
Developments such as those described above, 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.
Risk Relating to the Separation
Our plan to separate our eye-health business into an independent publicly traded entity from the remainder of the Company
is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated
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timeline, or at all, and will involve significant time, expense, and distraction, which could disrupt or have a material adverse
effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline.
On August 6, 2020, we announced that we intend to separate our eye-health business into an independent publicly traded
entity from the remainder of Bausch Health Companies Inc. (the “Separation”). The Separation will establish two separate
companies that include: (i) a fully integrated eye-health company which will consist of our Bausch + Lomb Global Vision Care,
Global Surgical, Global Consumer and Global Ophthalmology Rx businesses and (ii) a diversified pharmaceutical company
which will include our Salix, International Rx, Solta, neurology and medical dermatology pharmaceutical businesses. The
anticipated Separation is subject to regulatory approvals and certain conditions, including final approval by the Company’s
Board of Directors, any shareholder vote requirements that may be applicable, compliance with (including completion of all
necessary filings required by) U.S. and Canadian securities laws and stock exchange rules, receipt of any applicable opinions
and/or rulings with respect to the Canadian and U.S. federal income tax treatment of the Separation and determination of the
pro forma capitalizations of the two separate companies. The failure to satisfy all of the required conditions could delay the
completion of the Separation for a significant period of time or prevent it from occurring at all.
Unanticipated developments, including disruptions to business and commerce induced by the COVID-19 pandemic,
changes in market conditions, possible delays in obtaining any necessary shareholder, stock exchange, regulatory or other
approval or the failure to obtain any such approvals, possible delays in obtaining any required tax opinions or rulings or the
failure to obtain any such tax opinions or rulings, negotiating challenges, the uncertainty of the financial markets, changes in the
law, and other challenges in executing the Separation, could delay or prevent the completion of the Separation, or cause the
Separation to occur on terms or conditions that are different or less favorable than expected. While we anticipate that we will be
able to complete the internal organizational design and structure of the Bausch + Lomb entity by the end of 2021, we will need
to complete a number of additional steps that will depend on the ultimate structure of the transaction (in addition to obtaining
the regulatory approvals and satisfying the conditions described above) before we can complete the Separation. Any changes to
the Separation or delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize
them on a different timeline than expected. Further, our Board of Directors could decide, either because of a failure to satisfy
conditions or because of market or other factors, to abandon the Separation. No assurance can be given as to whether and when
the Separation will occur or whether the Separation will achieve the benefits we expect. As a result, there can be no assurance
as to the timing of the completion of the Separation or its terms, and, the information in this Form 10-K relating to the
Separation is preliminary and may change as the transaction progresses and any such change may be material.
Executing the Separation will require significant resources, time and attention from our senior management and
employees, which could cause distractions and divert attention and resources away from other projects and the day-to-day
operation of our business. We may also experience increased difficulties in attracting, retaining, and motivating management
and employees during the pendency of the Separation and following its completion. The Separation, whether or not completed,
may also have an adverse impact on our relationships with our customers, suppliers and other business counterparties.
We have already incurred expenses in connection with the Separation, and expect that the process of completing the
Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible
benefit if the Separation is not completed. In addition, if the Separation is not completed, we will still be required to pay certain
costs and expenses incurred in connection therewith, such as legal, accounting, and other professional and advisory fees.
Furthermore, the Separation, if completed, may result in potential dyssynergy costs, which may be greater than we anticipate
and/or may be significant.
Any of the above factors could cause the Separation (or the failure to consummate the Separation) to have a material
adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline.
Legal and Reputational Risks
We are the subject of a number of ongoing legal proceedings, investigations and inquiries respecting certain of our
historical distribution, marketing, pricing, disclosure and accounting practices, including our former relationship with
Philidor, which have had and could continue to have a material adverse effect on our reputation, business, financial
condition, cash flows and results of operations, could result in additional claims and material liabilities, and could cause the
market value of our common shares and/or debt securities to decline.
While we have successfully settled or otherwise resolved a number of legacy legal proceedings, investigations and
inquiries relating to, among other things, our disclosure and accounting practices and our former relationship with Philidor,
including the securities class action litigation matters in both the U.S. and Canada, the investigation by the SEC and the
investigation order from the Autorité des marches financiers (the “AMF”) (our principal securities regulator in Canada), we are
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currently still the subject of a number of other ongoing legal proceedings and investigations and inquiries by governmental
agencies, including, but not limited to, the following: (i) a number of pending securities litigations, including certain opt-out
actions in the U.S. (related to the U.S. Securities class action which has been settled, but remains subject to an objector's appeal
of the final court approval), and in Canada (related to the securities class action litigation in Canada which has been settled),
have been instituted, the allegations of which relate to, among other things, allegedly false and misleading statements by the
Company and/or failures to disclose information about our business and prospects, including relating to drug pricing, our
policies and accounting practices, our use of specialty pharmacies, and our former relationship with Philidor and (ii) purported
class actions under the federal RICO statute on behalf of third-party payors arising out of our pricing and use of specialty
pharmacies, and our former relationship with Philidor. In addition, we could, in the future, face additional legal proceedings and
investigations and inquiries by governmental agencies relating to these or similar matters. For more information regarding legal
proceedings, see Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements.
We are unable to predict how long such proceedings, investigations and inquiries will continue, but we anticipate that we
will continue to incur significant costs in connection with some or all of these matters and that some or all of these proceedings,
investigations and inquiries will result in a substantial distraction of management’s time, regardless of the outcome. Some or all
of these proceedings, investigations and inquiries will likely result in damages, settlement payments (such as the $1,210 million
payment to be made by the Company in connection with the previously settled U.S. Securities class action (subject to an
objector's appeal of the final court approval)), fines, penalties, consent orders or other administrative sanctions (including
exclusion from federal programs) against the Company and/or certain of our directors and officers, any of which could be
material, or in changes to our business practices, which, in turn, may result in or may contribute to an inability by us to meet the
financial covenant contained in our Restated Credit Agreement. Furthermore, publicity surrounding these proceedings,
investigations and inquiries or any enforcement action as a result thereof, even if ultimately resolved favorably for us could
result in additional investigations and legal proceedings. As a result, these proceedings, investigations and inquiries could have
a material adverse effect on our reputation, business, financial condition, cash flows and results of operations and could cause
the market value of our common shares and/or debt securities to decline.
Our historical business practices, including with respect to past pricing practices, are under scrutiny. Any changes to our
practices relating to pricing or the current prices of products, whether imposed, legislated or voluntary, could have a
material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline.
We are under scrutiny with respect to our historical business practices (including with respect to past pricing practices),
including various securities litigations, including certain opt-out actions in the U.S. (related to the previously settled securities
class action (subject to an objector's appeal of the final court approval)) and in Canada (related to the recently settled securities
class action), and purported class actions under the federal RICO statute on behalf of third-party payors. We are unable to
predict how such proceedings, investigations and inquiries will impact our current business practices, including with respect to
pricing, or the prices of our products, including whether we will be required to impose pricing freezes or controls, pricing
reductions (including on a retroactive basis) or other price regulation for some or all of our products.
In addition, in recent years, in the U.S., state and federal governments have considered implementing legislation that
would control or regulate the prices of drugs. Other countries have announced or implemented measures on pricing, including
suspensions on price increases, prospective and possibly retroactive price reductions and other recoupments. These measures
and proposed measures vary by country. These measures and these proposed measures and legislation, if implemented, could
lead to impairment of certain of our intangible assets which could be significant, and/or could have a material adverse effect on
our business, financial condition, cash flows and results of operations and could cause the market value of our common shares
and/or debt securities to decline.
We are involved in various other legal and governmental proceedings that are uncertain, costly and time-consuming and
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could
cause the market value of our common shares and/or debt securities to decline.
We are involved in a number of other legal and governmental proceedings and may be involved in additional litigation in
the future. These proceedings are complex and extended and occupy the resources of our management and employees. These
proceedings are also costly to prosecute and defend and may involve substantial awards or damages payable by us if not found
in our favor. We may also be required to pay substantial amounts or grant certain rights on unfavorable terms in order to settle
such proceedings. Defending against or settling such claims and any unfavorable legal decisions, settlements or orders could
have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the
market value of our common shares and/or debt securities to decline. For more information regarding legal proceedings, see
Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements.
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For example, the pharmaceutical industry, including our Company, has been the focus of both private payor and
governmental concern regarding pricing of pharmaceutical products. Related actions, including Congressional and other
governmental investigations and litigation, are costly and time-consuming, and adverse resolution of such actions or changes in
our business practices, such as our approach to the pricing of our pharmaceutical products, could adversely affect our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
Further, the pharmaceutical and medical device industries historically have generated substantial litigation concerning the
manufacture, use and sale of products and we expect this litigation activity to continue. As a result, we expect that patents
related to our products will be routinely challenged, and the validity or enforceability of our patents may not be upheld. In order
to protect or enforce patent rights, we may initiate litigation against third parties. Our patents may also be challenged in
administrative proceedings in the United States Patent and Trademark Office and patent offices outside of the United States. If
we are not successful in defending an attack on our patents and maintaining exclusive rights to market one or more of our
products still under patent protection, we could lose a significant portion of sales in a very short period. We may also become
subject to infringement claims by third parties and may have to defend against charges that we infringed or otherwise violated
patents or the intellectual property or proprietary rights of third parties. If we infringe or otherwise violate the intellectual
property rights of others, we could lose our right to develop, manufacture or sell products, including our generic products, or
could be required to pay monetary damages or royalties to license proprietary rights from third parties, which could be
substantial.
In addition, in the U.S., it has become increasingly common for patent infringement actions to prompt claims that
antitrust laws have been violated during the prosecution of the patent or during litigation involving the defense of that patent.
Such claims by direct and indirect purchasers and other payers are typically filed as class actions. The relief sought may include
treble damages and restitution claims. Similarly, antitrust claims may be brought by government entities or private parties
following settlement of patent litigation, alleging that such settlements are anti-competitive and in violation of antitrust laws. In
the U.S. and Europe, regulatory authorities have continued to challenge as anti-competitive so-called “reverse payment”
settlements between branded and generic drug manufacturers. We may also be subject to other antitrust litigation involving
competition claims unrelated to patent infringement and prosecution. For more information regarding legal proceedings, see
Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements. A successful antitrust claim by a
private party or government entity against us could have a material adverse effect on our business, financial condition, cash
flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
We depend on third parties to meet their contractual, legal, regulatory, and other obligations.
We rely on distributors, suppliers, contract research organizations, vendors, service providers, business partners and other
third parties to research, develop, manufacture, distribute, market and sell many of our products, as well as perform other
services relating to our business. We rely on these third parties to meet their contractual, legal, regulatory and other obligations.
A failure to maintain these relationships or poor performance by these third parties could negatively impact our business. In
addition, we cannot guarantee that the contractual terms and protections and compliance controls, policies and procedures we
have put in place will be sufficient to ensure that such third parties will meet their legal, contractual and regulatory obligations
or that these terms, controls, policies, procedures and other protections will protect us from acts committed by our agents,
contractors, distributors, suppliers, service providers or business partners that violate contractual obligations or the laws or
regulations of the jurisdictions in which we operate, including matters respecting anti-corruption, fraud, kickbacks and false
claims, pricing, sales and marketing practices, privacy laws and other legal obligations. Any failure of such third parties to meet
these legal, contractual and regulatory obligations or any improper actions by such third parties or even allegations of such non-
compliance or actions could damage our reputation, adversely impact our ability to conduct business in certain markets and
subject us to civil or criminal legal proceedings and regulatory investigations, monetary and non-monetary damages and
penalties and could cause us to incur significant legal and investigatory fees and, as a result, could have a material adverse
effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline. For example, the allegations about the activities of Philidor and our former
relationship with Philidor have resulted in a number of investigations, inquiries and legal proceedings against us, which may
damage our reputation and result in damages, fines, penalties or administrative sanctions against the Company and/or certain of
our officers. For more information regarding legal proceedings, see Note 20, "LEGAL PROCEEDINGS" to our audited
Consolidated Financial Statements.
If our products cause, or are alleged to cause, serious or widespread personal injury, we may have to withdraw those
products from the market and/or incur significant costs, including payment of substantial sums in damages, and we may be
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subject to exposure relating to product liability claims. In addition, our product liability self-insurance program may not be
adequate to cover future losses.
We face an inherent business risk of exposure to significant product liability and other claims in the event that the use of
our products caused, or is alleged to have caused, adverse effects. These product liability proceedings may be costly to
prosecute and defend and may involve substantial awards or damages payable by us if not found in our favor.
Furthermore, our products may cause, or may appear to have caused, adverse side effects (including death) or potentially
dangerous drug interactions that we may not learn about or understand fully until the drug has been administered to patients for
some time. The withdrawal of a product following complaints and/or incurring significant costs, including the requirement to
pay substantial damages in personal injury cases or product liability cases, could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
In addition, since March 31, 2014, we have self-insured substantially all of our product liability risk for claims arising
after that date. We periodically evaluate and adjust our claims reserves to reflect trends in our own experience, as well as
industry trends. However, historical loss trends may not be adequate to cover future losses, as historical trends may not be
indicative of future losses. If ultimate results exceed our estimates, this would result in losses in excess of our reserved
amounts. If we were required to pay a significant amount on account of these liabilities for which we self-insure, this could
have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the
market value of our common shares and/or debt securities to decline.
Our marketing, promotional and business practices, as well as the manner in which sales forces interact with purchasers,
prescribers and patients, are subject to extensive regulation and any material failure to comply could result in significant
sanctions against us.
The marketing, promotional and business practices of pharmaceutical and medical device companies, as well as the
manner in which companies’ in-house or third-party sales forces interact with purchasers, prescribers, and patients, are subject
to extensive regulation, enforcement of which may result in the imposition of civil and/or criminal penalties, injunctions, and/or
limitations on marketing practice for some of our products and/or pricing restrictions or mandated price reductions for some of
our products. Many companies, including us, have been the subject of claims related to these practices asserted by federal
authorities. These claims have resulted in fines and other consequences, such as entering into corporate integrity agreements
with the U.S. government. Companies may not promote drugs for “off-label” uses-that is, uses that are not described in the
product’s labeling and that differ from those approved by the FDA, Health Canada, EMA or other applicable regulatory
agencies. A company that is found to have improperly promoted off-label uses may be subject to significant liability, including
civil and administrative remedies (such as entering into corporate integrity agreements with the U.S. government), as well as
criminal sanctions. In addition, management’s attention could be diverted from our business operations and our reputation could
be damaged. For more information regarding legal proceedings, see Note 20, "LEGAL PROCEEDINGS" to our audited
Consolidated Financial Statements.
Debt-related Risks
Our Restated Credit Agreement and the indentures governing our senior notes impose restrictive covenants on us. Our
failure to comply with these covenants could trigger events, which could result in the acceleration of the related debt, a
cross-default or cross-acceleration to other debt, foreclosure upon any collateral securing the debt and termination of any
commitments to lend, each of which would have a material adverse effect on our business, financial condition, cash flows
and results of operations and would cause the market value of our common shares and/or securities to decline and could
lead to bankruptcy or liquidation.
Our Restated Credit Agreement and the various indentures governing our senior notes contain covenants that restrict the
way we conduct business and require us to satisfy certain financial tests in order to incur debt or take other actions. For
example, our Restated Credit Agreement contains a financial covenant that requires us to maintain a certain financial ratio at
fiscal quarter end.
The Company’s Restated Credit Agreement contains a specified quarterly financial maintenance covenant (consisting of a
first lien leverage ratio). As of December 31, 2020, we were in compliance with this financial maintenance covenant. However,
we can make no assurance that we will be able to comply with the restrictive covenants contained in the Restated Credit
Agreement and indentures in the future. Based on our current forecast for the next twelve months from the date of issuance of
this Form 10-K, we expect to remain in compliance with this financial maintenance covenant and meet our debt obligations
over that same period. In the event that we perform below our forecasted levels, we may also implement certain additional cost-
efficiency initiatives, such as rationalization of selling, general and administrative expenses ("SG&A") and R&D spend, which
would allow us to continue to comply with the financial maintenance covenant. The Company may consider taking other
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actions, including divesting other businesses, refinancing debt, issuing equity or equity-linked securities as deemed appropriate,
to provide additional coverage in complying with the financial maintenance covenant and meeting its debt service obligations,
or may negotiate with the applicable lenders for an amendment or modification to such covenant, as deemed appropriate.
However, we cannot guarantee that any of the above-noted actions would be achieved. If we perform below our forecasted
levels and the actions referenced above are not effective, we would fail to comply with our financial maintenance covenant. In
that instance, we would be in default, and our lenders would be permitted to accelerate our debt unless we could obtain an
amendment. If our debt was accelerated, we would not have sufficient funds to repay our debt absent a refinancing, and we
cannot provide assurance that we would be able to obtain a refinancing.
Our inability to comply with the covenants in our debt instruments could lead to a default or an event of default under the
terms thereof, for which we may need to seek relief from our lenders and noteholders in order to waive the associated default or
event of default and avoid a potential acceleration of the related indebtedness or cross-default or cross-acceleration to other
debt. There can be no assurance that we would be able to obtain such relief on commercially reasonable terms or otherwise and
we may be required to incur significant additional costs. In addition, the lenders under our Restated Credit Agreement and
holders of our senior notes may impose additional operating and financial restrictions on us as a condition to granting any such
waiver. If an event of default is not cured or is not otherwise waived, a majority of lenders in principal amount under our
Restated Credit Agreement or the trustee or holders of at least 25% in principal amount of a series of our senior notes may
accelerate the maturity of the related debt under these agreements, foreclose upon any collateral securing the debt and terminate
any commitments to lend, any of which would have a material adverse effect on our business, financial condition, cash flows
and results of operations and would cause the market value of our securities to decline. Furthermore, under these circumstances,
we may not have sufficient funds or other resources to satisfy all of our obligations and we may be unable to obtain alternative
financing on terms acceptable to us or at all. In such circumstances, we could be forced into bankruptcy or liquidation and, as a
result, investors could lose all or a portion of their investment in our securities.
To service our debt, we will be required to generate a significant amount of cash. Our ability to generate cash depends on a
number of factors, some of which are beyond our control, and any failure to meet our debt obligations would have a
material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline.
We have a significant amount of indebtedness. For details regarding our debt and the maturity dates thereof, see Note 10,
"FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements. Our ability to satisfy our debt
obligations will depend principally upon our future operating performance. As a result, prevailing economic conditions and
financial, business and other factors, many of which are beyond our control, may affect our ability to make payments on our
debt. If we do not generate sufficient cash flow to satisfy our debt obligations, we may have to undertake alternative financing
plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise
additional capital. Alternatively, as we have done in the past, we may also elect to refinance certain of our debt, for example, to
extend maturities. Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition
at such time. If we are unable to access the capital markets, whether because of the condition of those capital markets or our
own financial condition or reputation within such capital markets, we may be unable to refinance our debt. In addition, any
refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which
could further restrict our business operations. Further, given our capital structure, any refinancing of our senior unsecured debt
may be with secured debt, thereby increasing our first lien and/or secured leverage ratios. Our inability to generate sufficient
cash flow to satisfy our debt obligations or to refinance our obligations on commercially reasonable terms, or at all, could have
a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline.
Repayment of our indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make
such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries may not be able to, or may not be
permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct
legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our
subsidiaries. Certain subsidiaries include non-U.S. subsidiaries that may be prohibited by law or other regulations from
distributing funds to us and/or we may be subject to payment of taxes and withholdings on such distributions. In the event that
we do not receive distributions from our subsidiaries or receive cash via services rendered, loans and intellectual property
licensed, we may be unable to make required principal and interest payments on our indebtedness.
Our ability to continue to reduce our indebtedness will depend upon factors including our future operating performance,
our ability to access the capital markets to refinance existing debt and prevailing economic conditions and financial, business
and other factors, many of which are beyond our control. We can provide no assurance of the amount by which we will reduce
our debt, if at all. In addition, servicing our debt will result in a reduction in the amount of our cash flow available for other
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purposes, including operating costs and capital expenditures that could improve our competitive position and results of
operations.
We have incurred significant indebtedness, which restricts the manner in which we conduct business.
We have incurred significant indebtedness, including in connection with our prior acquisitions. We may incur additional
long-term debt and working capital lines of credit to meet future financing needs, subject to certain restrictions and prohibitions
under the agreements governing our indebtedness, which would increase our total debt. This additional debt may be substantial
and some of this indebtedness may be secured.
The agreements governing our indebtedness contain restrictive covenants which impose certain limitations on the way we
conduct our business, including limitations on the amount of additional debt we are able to incur, prohibitions on incurring
additional debt if certain financial covenants are not met and restrictions on our ability to make certain investments and other
restricted payments. Any additional debt, to the extent we are able to incur it, may further restrict the manner in which we
conduct business. Such restrictions, prohibitions and limitations could impact our ability to implement elements of our strategy,
including in the following ways:
▪
▪
▪
▪
our flexibility to plan for, or react to, competitive challenges in our business and the pharmaceutical and medical
device industries may be compromised;
we may be put at a competitive disadvantage relative to competitors that do not have as much debt as we have,
and competitors that may be in a more favorable position to access additional capital resources;
our ability to make acquisitions and execute business development activities through acquisitions will be limited
and may, in future years, continue to be limited; and
our ability to resolve regulatory and litigation matters may be limited.
In the past, our credit ratings have been downgraded. Any further downgrade in our corporate credit ratings or other
credit ratings may increase our cost of borrowing and may negatively impact our ability to raise additional debt capital.
We are exposed to risks related to interest rates.
Our senior secured credit facilities bear interest based on U.S. dollar London Interbank Offering Rates or U.S. Prime
Rate, or Federal Funds effective rate (for U.S. dollar loans) and Canadian Prime Rate or Canada Bankers’ Acceptance Rate (for
Canadian dollar loans). Thus, a change in the short-term interest rate environment (especially a material change) could have an
adverse effect on our business, financial condition, cash flows and results of operations (which adverse effect could be material)
and could cause the market value of our common shares and/or debt securities to decline. As of December 31, 2020, we did not
have any outstanding interest rate swap contracts.
In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of
LIBOR by the end of 2021. In November 2020, ICE Benchmark Administration Limited, the administrator of LIBOR,
announced that it will consult on its intention to cease the publication of the one week and two month USD LIBOR settings
immediately following the LIBOR publication on December 31, 2021 and the remaining USD LIBOR settings immediately
following the LIBOR publication on June 30, 2023. If LIBOR ceases to exist, we will need to endeavor, with the administrative
agent thereunder, to amend the credit facilities to substitute LIBOR with an alternative rate of interest that gives due
consideration to the then-prevailing market convention for syndicated loans in the U.S., subject to notice to all lenders and the
absence of objection by the “required lenders,” or pay interest based on the "base rate" until we can otherwise renegotiate our
Senior Secured Credit Facilities to include a LIBOR replacement. Any change in accordance with the aforementioned
procedures, or the conversion of loans to base rate or U.S. prime rate loans, could have an adverse impact on our cost of capital.
Currently, there is no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. As
such, the potential effect of any such event on our business, financial condition, cash flows and results of operations cannot yet
be determined. However, any such event could have a material adverse effect on our business, financial condition, cash flows
and results from operations and could cause the market value of our common shares and/or debt securities to decline.
Employment-related Risks
The loss of the services of, or our inability to recruit, retain or motivate, our executives and other key employees could have
a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the
market value of our common shares and/or debt securities to decline.
We must continue to retain and motivate our executives and other key employees, and to recruit other executives and
employees, in order to strengthen our management team and workforce. Our ability to retain or recruit executive and other key
employees may be hindered or delayed by, among other things, competition from other employers who may be able to offer
more attractive compensation packages or the reputational challenges the Company faces as a result of historical issues and may
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in the future continue to face. A failure by us to retain, motivate and recruit executives and other key employees or the
unanticipated loss of the services of any of these executives or key employees for any reason, whether temporary or permanent,
could create disruptions in our business, could cause concerns and instability for management and employees, current and
potential customers, credit rating agencies and other third parties with whom we do business and our shareholders and debt
holders and could cause concern regarding our ability to execute our business strategy or to manage operations in the manner
previously conducted and, as a result, could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline. Furthermore, as a
result of any failure to retain, or loss of, any executives or key employees, we may experience increased costs in order to
identify and recruit a suitable replacement in a timely manner (and, even if we are able to hire a qualified successor, the search
process and transition period may be difficult to manage and result in additional periods of uncertainty), which could have a
material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline. In addition, once identified and recruited, the transition of new
executives and key employees may be difficult to manage and we cannot guarantee that new executives and employees will
efficiently transition into their roles or ultimately be successful in their roles. Finally, as a result of changes in our executives
and key employees, there may be changes in the way we conduct our business, as well as changes to our business strategy. We
cannot predict what these changes may involve or the timing of any such changes and how they will impact our product sales,
revenue, business, financial condition, cash flows or results of operations, but any such changes could have a material adverse
effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline. Any of these factors could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
Tax-related Risks
Our effective tax rates may increase.
We have operations in various countries that have differing tax laws and rates. Our tax reporting is supported by current
domestic tax laws in the countries in which we operate and the application of tax treaties between the various countries in which
we operate. Our income tax reporting is subject to audit by domestic and foreign authorities. Our effective tax rate may change
from year to year based on changes in the mix of activities and income earned among the different jurisdictions in which we
operate; changes in tax laws in these jurisdictions; changes in the tax treaties between various countries in which we operate;
changes in our eligibility for benefits under those tax treaties; and changes in the estimated values of deferred tax assets and
liabilities. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with
or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and
estimating our provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate
on all or a portion of our income.
Our provision for income taxes is based on certain estimates and assumptions made by management. Our consolidated
income tax rate is affected by the amount of pre-tax income earned in our various operating jurisdictions, the availability of
benefits under tax treaties, and the rates of taxes payable in respect of that income. We enter into many transactions and
arrangements in the ordinary course of business in respect of which the tax treatment is not entirely certain. We therefore make
estimates and judgments based on our knowledge and understanding of applicable tax laws and tax treaties, and the application
of those tax laws and tax treaties to our business, in determining our consolidated tax provision. For example, certain countries
could seek to tax a greater share of income than we will allocate to our business in such countries. The final outcome of any
audits by taxation authorities may differ from the estimates and assumptions that we may use in determining our consolidated
tax provisions and accruals. This could result in a material adverse effect on our consolidated income tax provision, financial
condition and the net income for the period in which such determinations are made.
Our deferred tax liabilities, deferred tax assets and any related valuation allowances are affected by events and
transactions arising in the ordinary course of business, acquisitions of assets and businesses, and non-recurring items. The
assessment of the appropriate amount of a valuation allowance against the deferred tax assets is dependent upon several factors,
including estimates of the realization of deferred income tax assets, which realization will be primarily based on future taxable
income, including the reversal of existing taxable temporary differences. Significant judgment is applied to determine the
appropriate amount of valuation allowance to record. Changes in the amount of any valuation allowance required could
materially increase or decrease our provision for income taxes in a given period.
See Note 17, "INCOME TAXES" to our audited Consolidated Financial Statements.
Risks Relating to Intellectual Property and Exclusivity
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Products representing a significant amount of our revenue are not protected by patent or marketing or data exclusivity
rights or are nearing the end of their exclusivity period. In addition, we have faced generic competition in the past and
expect to face additional generic competition in the future. Competitors (including generic and biosimilar competitors) of
our products could have a material adverse effect on our business, financial condition, cash flows and results of operations
and could cause the market value of our common shares and/or debt securities to decline.
A significant number of the products we sell either: (i) have no meaningful exclusivity protection via patent or marketing
or data exclusivity rights or (ii) are protected by patents or regulatory exclusivity periods that will be expiring in the near future.
These products represent a significant amount of our revenues (See Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Business Trends — Generic Competition and Loss of Exclusivity” in this
Form 10-K for a list of some of these products). Without exclusivity protection, competitors and other third parties (including
generics and biosimilars) face fewer barriers in introducing competing products. Upon the expiration or loss of patent
exclusivity or regulatory exclusivity for our products or otherwise upon the introduction of generic, biosimilar or other
competitors (which may be sold at significantly lower prices than our products), we could lose a significant portion of sales and
market share of the applicable products in a very short period and, as a result, our revenues could be lower. In addition, the
introduction of generic and biosimilar competitors may have a significant downward pressure on the pricing of our branded
products which compete with such generics and biosimilars. Where we have the rights, we may elect to launch an authorized
generic of such product (either ourselves or through a third party) prior to, upon or following generic entry, which may mitigate
the anticipated decrease in product sales; however, even with the launch of an authorized generic, the decline in product sales of
such product would still be expected to be significant, and the effect on our future revenues could be material. The introduction
of competing products (including generic products and biosimilars) could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
We may fail to obtain, maintain, license, enforce or defend the intellectual property and proprietary rights required to
conduct our business, which could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline.
We strive to acquire, maintain, enforce and defend patent, trademark and other intellectual property and proprietary
protections over our products and the processes used to manufacture these products. However, we may not be successful in
obtaining such protections, or the patent, trademark and other intellectual property and proprietary rights we do obtain may not
be sufficient in breadth and scope to fully protect our products or prevent competing products, or such rights may be susceptible
to third-party challenges, which could result in the loss of such intellectual property rights or the narrowing of scope of
protection afforded by such rights. Our intellectual property and proprietary rights may also be circumvented by third parties.
The failure to obtain, maintain, enforce or defend such intellectual property and proprietary rights, for any reason, could allow
third parties to manufacture and sell products that compete with our products or may impact our ability to develop, manufacture
and market our own products, which could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline.
For certain of our products and manufacturing processes, we rely on trade secrets and other proprietary information,
which we seek to protect, in part, by confidentiality and nondisclosure agreements with our employees, contractors, consultants,
advisors and partners. We also seek to enter into agreements whereby such employees, contractors, consultants, advisors and
partners assign to us the rights in any intellectual property they develop. We may not enter into such agreements with all
applicable parties, such agreements may be breached or otherwise may not effectively prevent disclosure or misappropriation of
such information, and disputes may still arise with respect to the ownership of intellectual property. In addition, third parties
may independently develop the same or similar proprietary information. The disclosure of such proprietary information or the
loss of such intellectual property and proprietary rights may impact our ability to develop, manufacture and market our own
products or may assist competitors or other third parties in the development, manufacture and sale of competing products,
which could have a material adverse effect on our revenues, financial condition, cash flows or results of operations and could
cause the market value of our common shares and/or debt securities to decline.
For a number of our commercialized products and pipeline products, including Xifaxan®, Siliq®, Lumify®, Plenvu®,
Vyzulta®, Relistor®, Jublia® and the pipeline products that are the subject of our recently announced licenses with Eyenovia,
Inc., Novaliq GmbH, BHVI and Clearside Biomedical, Inc., we rely on licenses to patents and other technologies, know-how
and intellectual property and proprietary rights held by third parties. Any loss, expiration, termination or suspension of our
rights to such licensed intellectual property would result in our inability to continue to develop, manufacture and market the
applicable products or product candidates and, as a result, could have a material adverse effect on our business, financial
condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to
decline. In the future, we may also need to obtain additional licenses from third parties to develop, manufacture, market or
continue to manufacture or market our products. If we are unable to timely obtain these licenses on commercially reasonable
terms or at all, our ability to develop, manufacture and market our products may be inhibited or prevented, which could have a
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material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline.
Competitive Risks
We operate in extremely competitive industries. If competitors develop or acquire more effective or less costly
pharmaceutical or OTC products or medical devices for our target indications, it could have a material adverse effect on our
business, financial condition, cash flows and results of operations and could cause the market value of our common shares
and/or debt securities to decline.
The pharmaceutical, OTC and medical device industries are extremely competitive. Our success and future growth
depend, in part, on our ability to develop, license or acquire products that are more effective than those of our competitors or
that incorporate the latest technologies and our ability to effectively manufacture and market those products. Many of our
competitors, particularly larger pharmaceutical, OTC and medical device companies, have substantially greater financial,
technical and human resources than we do. Many of our competitors spend significantly more on research and development
related activities than we do. Others may succeed in developing or acquiring products and technologies that are more effective,
more advanced or less costly than those currently marketed or proposed for development by us. In addition, academic
institutions, government agencies and other public and private organizations conducting research may seek patent protection
with respect to potentially competitive products and may also establish exclusive collaborative or licensing relationships with
our competitors. These competitors and the introduction of competing products (that may be more effective or less costly than
our products) could make our products less competitive or obsolete, which could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
Risks Relating to Our Business Strategy
We have made commitments and public statements with respect to the cessation of or limitation on pricing increases for
certain of our products. These pricing decisions could have a material adverse effect on our business, financial condition,
cash flows and results of operations and could cause the market value of our common shares and/or debt securities to
decline.
In May 2016, we formed a new Patient Access and Pricing Committee responsible for the pricing of our drugs. The new
committee’s first action was a recommendation, which we implemented, for an enhanced rebate program to all hospitals in the
U.S. to reduce the price of our Nitropress® and Isuprel® products. In addition, the Patient Access and Pricing Committee made a
commitment that the average annual price increase for our branded prescription pharmaceutical products will be set at no
greater than single digits. This commitment was reaffirmed for 2021. All future pricing actions will be subject to review by the
Patient Access and Pricing Committee and we expect that the Patient Access and Pricing Committee will implement or
recommend additional price changes and/or new programs to enhance patient access to our drugs.
At this time, we cannot predict what specific pricing changes the committee will make nor can we predict what other
changes in our business practices we may implement with respect to pricing (such as imposing limits or prohibitions on the
amount of pricing increases we may take on certain of our products or taking retroactive or future price reductions). We also
cannot predict the impact such pricing decisions or changes will or would have on our business. However, any such changes
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause
the market value of our common shares and/or debt securities to decline.
For example, any pricing changes and programs could affect the average realized prices for our products and may have a
significant impact on our revenue trends. In addition, limiting or eliminating price increases on certain of our products will
result in fewer or lower price appreciation credits from certain of our wholesalers. Price appreciation credits are generated when
we increase a product’s wholesaler acquisition cost (“WAC”) under our contracts with certain wholesalers. Under such
contracts, we are entitled to credits from such wholesalers for the impact of that WAC increase on inventory currently on hand
at the wholesalers. In wholesaler contracts, such credits, which can be significant, are offset against the total distribution service
fees we pay on all of our products to each wholesaler. As a result, to the extent we decide to cease or limit price increases, we
will have fewer or lower price appreciation credits to use to offset against our distribution fees owing to these wholesalers. In
addition, under certain of our agreements with our wholesaler customers, we have price protection or price depreciation
provisions, pursuant to which we have agreed to adjust the value of any on-hand or in-transit inventory with such customers in
the event we reduce the price of any of our products. As a result, to the extent we reduce the WAC price for any of our
products, we may owe a payment to such customers (or such customers may earn a credit to be offset against any amounts
owing to us) equal to the amount of such inventory multiplied by the difference between the price at which they acquired the
product inventory and the new reduced price.
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In prior years, we have undertaken a number of divestitures of certain of our assets and business. We may, in the future,
seek to divest additional asset and/or businesses, some of which may be material and/or transformative, which could
adversely affect our business, prospects and opportunities for growth.
In recent years, we have completed a number of divestitures of our assets, products or businesses that were not considered
core to our ongoing operations or the needs of our primary-customer base, including the divestitures of our Obagi Medical
Products business, our iNova Pharmaceuticals business, our Dendreon Pharmaceuticals subsidiary, our Sprout Pharmaceuticals
subsidiary and the CeraVe®, AcneFree™ and AMBI® skincare brands. We may, in the future, seek to complete additional
divestitures.
Each of these divestitures has been time-consuming and has diverted management’s attention. As a result of these
divestitures (and others we may in the future complete), we may experience lower revenue and lower cash flows from
operations. In addition, as was the case with our sale of our Sprout Pharmaceuticals subsidiary, we may recognize a loss on sale
in connection with such divestitures. We may also suffer adverse tax consequences as a result of such divestitures, including
capital gains tax or the accelerated use of NOLs or other attributes. Furthermore, divesting certain of our businesses or assets
may require us to incur restructuring charges, and we may not be able to achieve the cost savings that we expect from any such
restructuring efforts or divestitures. Any such divestiture could reduce the size or scope of our business, our market share in
particular markets, our opportunities with respect to certain markets, products or therapeutic categories or our ability to compete
in certain markets and therapeutic categories. Furthermore, we will be required to use the net proceeds (or substantial portions
thereof) from certain asset sales to repay the term loans under the Restated Credit Agreement, subject to certain reinvestment
rights.
In addition, should we seek to divest other of our assets and business, we may be unable to dispose of such businesses
and assets on satisfactory or commercially reasonable terms within our anticipated timeline. In addition, our ability to identify,
enter into and/or consummate divestitures may be limited by competition we face from other companies in pursuing similar
transactions in the pharmaceutical industry. Any divestiture or other disposition we pursue, whether we are able to complete it
or not, may be complex, time consuming and expensive, may divert the management’s attention, have a negative impact on our
customer relationships, cause us to incur costs associated with maintaining the business of the targeted divestiture during the
disposition process and also to incur costs of closing and disposing the affected business or transferring the operations of the
business to other facilities. The divestiture process may also further expose us to operational inefficiencies. In addition, if such
transactions are not completed for any reason, the market price of our common shares may reflect a market assumption that
such transactions will occur, and a failure to complete such transactions could result in a negative perception by the market of
us generally and a decline in the market price of our common shares.
As a result of these factors, any divestiture (whether or not completed) could have a material adverse effect on our
business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/
or debt securities to decline.
As part of our business strategy, we seek to identify and acquire certain assets, products and businesses.
Historically, part of our business strategy included acquiring and integrating complementary businesses, products,
technologies or other assets. As part of our current business strategy, we again are seeking to complete certain acquisitions of
assets, products and businesses, including by way of in-license arrangements, although not at the volume and pace that we did
historically. Acquisitions or similar arrangements may be complex, time consuming and expensive. We may not consummate
some negotiations for acquisitions or other arrangements, which could result in significant diversion of management and other
employee time, as well as substantial out-of-pocket costs. In addition, there are a number of risks and uncertainties relating to
our closing transactions. If such transactions are not completed for any reason, we will be subject to several risks, including the
following: (i) the market price of our common shares may reflect a market assumption that such transactions will occur, and a
failure to complete such transactions could result in a negative perception by the market of us generally and a decline in the
market price of our common shares; and (ii) many costs relating to such transactions may be payable by us whether or not such
transactions are completed.
If an acquisition is consummated, the integration of the acquired business, product or other assets into our Company may
also be complex and time-consuming and, if such businesses, products and assets are not successfully integrated, we may not
achieve the anticipated benefits, cost-savings or growth opportunities. Potential difficulties that may be encountered in the
integration process include the following: integrating personnel, operations and systems, while maintaining focus on selling and
promoting existing and newly-acquired products; coordinating geographically dispersed organizations; distracting management
and employees from operations; retaining existing customers and attracting new customers; maintaining the business
relationships the acquired company has established, including with health care providers; and managing inefficiencies
associated with integrating the operations of the Company and the acquired business, product or other assets.
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Furthermore, we may incur restructuring and integration costs and a number of non-recurring transaction costs associated
with these acquisitions, combining the operations of the Company and the acquired company and achieving desired synergies.
These fees and costs may be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal,
financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the
integration of the businesses of the Company and the acquired company. There can be no assurance that the elimination of
certain duplicative costs, as well as the realization of other efficiencies related to the integration of the acquired business, will
offset the incremental transaction-related costs over time. Therefore, any net benefit may not be achieved in the near term, the
long term or at all.
Finally, these acquisitions and other arrangements, even if successfully integrated, may fail to further our business
strategy as anticipated or to achieve anticipated benefits and success, expose us to increased competition or challenges with
respect to our products or geographic markets, and expose us to additional liabilities associated with an acquired business,
product, technology or other asset or arrangement. Any one of these challenges or risks could impair our ability to realize any
benefit from our acquisition or arrangement after we have expended resources on them.
If we fail to maintain our relationships with, and provide appropriate training in our products to, health care providers,
including physicians, hospitals, large drug store chains, wholesale distributors, pharmacies, government entities and group
purchasing organizations, customers may not buy certain of our products and our sales and profitability may decline.
We market our pharmaceutical products to physicians, hospitals, pharmacies and wholesalers through our own sales force
and sell through wholesalers. In some markets, we additionally sell directly to physicians, hospitals and large drug store chains
and we sell through distributors in countries where we do not have our own sales staff. We have developed and strive to
maintain strong relationships with members of each of these groups who assist in product research and development and advise
us on how to satisfy the full range of consumer needs. We rely on these groups to recommend our products to their patients and
to other members of their organizations. Consumers in the pharmaceutical industry, particularly the contact lens and lens care
customers in the eye-health industry, have a tendency not to switch products regularly and are repeat consumers. As a result, the
success of certain of our products, particularly our vision care products, is impacted by a physician's initial recommendation of
such products and a consumer's initial choice to use such products. As a result, the failure of certain of our products, particularly
in our vision care business, to retain the support of pharmaceutical professionals, hospitals or group purchasing organizations
and to retain the support of the end-users and the distributors and retailers to whom we sell such products, could have a material
adverse effect on our sales and profitability.
Commercialization Risks
Our approved products may not achieve or maintain expected levels of market acceptance.
Even if we are able to obtain and maintain regulatory approvals for our pharmaceutical and medical device products,
generic or branded, the success of these products is dependent upon achieving and maintaining market acceptance. Launching
and commercializing products is time consuming, expensive and unpredictable. The commercial launch of a product takes
significant time, resources, personnel and expertise, which we may not have in sufficient levels to achieve success, and is
subject to various market conditions, some of which may be beyond our control. There can be no assurance that we will be able
to, either by ourselves or in collaboration with our partners or through our licensees or distributors, successfully launch and
commercialize new products or gain market acceptance for such products. New product candidates that appear promising in
development may fail to reach the market or may have only limited or no commercial success. While we have been successful
in launching some of our products, we may not achieve the same level of success with respect to all of our new products. Our
inability to successfully launch our new products may negatively impact the commercial success of such product, which could
have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the
market value of our common shares and/or debt securities to decline. Our inability to successfully launch our new products
could also lead to material impairment charges.
Levels of market acceptance for our new products could be impacted by several factors, some of which are not within our
control, including but not limited to the following:
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safety, efficacy, convenience and cost-effectiveness of our products compared to products of our competitors;
scope of approved uses and marketing approval;
availability of patent or regulatory exclusivity;
timing of market approvals and market entry;
ongoing regulatory obligations following approval, such as the requirement to conduct a Risk Evaluation and
Mitigation Strategy ("REMS") programs;
any restrictions or “black box” warnings required on the labeling of such products;
availability of alternative products from our competitors;
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acceptance of the price of our products;
effectiveness of our sales forces and promotional efforts;
the level of reimbursement of our products;
acceptance of our products on government and private formularies;
ability to market our products effectively at the retail level or in the appropriate setting of care; and
the reputation of our products.
Further, the market perception and reputation of our products and their safety and efficacy are important to our business
and the continued acceptance of our products. Any negative publicity about our products, such as the discovery of safety issues
with our products, adverse events involving our products, or even public rumors about such events, could have a material
adverse effect on our business, financial condition, cash flows or results of operation or could cause the market value of our
common shares and/or debt securities to decline. In addition, the discovery of significant problems with a product similar to one
of our products that implicate (or are perceived to implicate) an entire class of products or the withdrawal or recall of such
similar products could have a material adverse effect on sales of our products. Accordingly, new data about our products, or
products similar to our products, could cause us reputational harm and could negatively impact demand for our products due to
real or perceived side effects or uncertainty regarding safety or efficacy and, in some cases, could result in product withdrawal.
If our products fail to gain, or lose, market acceptance, our revenues would be adversely impacted and we may be
required to take material impairment charges, all of which could have a material adverse effect on our business, financial
condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to
decline.
For certain of our products, we depend on reimbursement from governmental and other third-party payors and a reduction
in reimbursement could reduce our product sales and revenue. In addition, failure to be included in formularies developed
by managed care organizations and coverage by other organizations may negatively impact the utilization of our products,
which could harm our market share and could have a material adverse effect on our business, financial condition, cash
flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
Sales of certain of our products are dependent, in part, on the availability and extent of reimbursement from government
health administration authorities, private health insurers, pharmacy benefit managers and other organizations of the costs of our
products and the continued reimbursement and coverage of our products in such programs. Changes in government regulations
or private third-party payors’ reimbursement policies may reduce reimbursement for our products. In addition, such third-party
payors may otherwise make the decision to reduce reimbursement of some or all our products or fail to cover some or all our
products in such programs or assert that reimbursements were not in accordance with applicable requirements. For example,
these decisions may be based on the price of our products or our current or former pricing practices and decisions. Any
reduction or elimination of such reimbursement or coverage could result in a negative impact on the utilization of our products
and, as a result, could have a material adverse effect on our business, financial condition, cash flows and results of operations
and could cause the market value of our common shares and/or debt securities to decline.
Managed care organizations and other third-party payors try to negotiate the pricing of medical services and products to
control their costs. Managed care organizations and pharmacy benefit managers typically develop formularies to reduce their
cost for medications. Formularies can be based on the prices and therapeutic benefits of the available products. Due to their
lower costs, generic products are often favored. The breadth of the products covered by formularies varies considerably from
one managed care organization to another, and many formularies include alternative and competitive products for treatment of
particular medical conditions. Failure to be included in such formularies or to achieve favorable formulary status may
negatively impact the utilization and market share of our products. If our products are not included within an adequate number
of formularies or adequate reimbursement levels are not provided, or if those policies increasingly favor generic products, this
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause
the market value of our common shares and/or debt securities to decline.
Our fulfillment arrangements with Walgreens and our dermatology cash-pay prescription program may not be successful.
At the beginning of 2016, we launched a brand fulfillment arrangement with Walgreen Co. ("Walgreens"), pursuant to
which we have made certain of our dermatology and ophthalmology products available to eligible patients through a patient
access and co-pay program available at Walgreens U.S. retail pharmacy locations, as well as participating independent retail
pharmacies. We have, in the past, experienced certain operational and other issues respecting this arrangement, including lower
than anticipated average realized prices associated with these products through this arrangement. In July 2019, we entered into
an amendment to the existing fulfillment agreement to address some of these issues. We cannot guarantee this arrangement will
continue to be successful in the future, nor can we guarantee that additional operational issues will not be encountered, nor can
we guarantee that we will be able to successfully negotiate with Walgreens any improvements or amendments to this
arrangement we identify as necessary or desired. In addition, we cannot predict how the market, including customers, doctors,
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patients, pharmacy benefit managers and third-party payors, or governmental agencies, will continue to react to these
arrangements and programs. If this arrangement or program fails, if they do not achieve sufficient success and market
acceptance, if we face retaliation from third parties as a result of this arrangement and program (for example, in the form of
limitations on or exclusions from the reimbursement of our products) or if any part of this arrangement is found to be non-
compliant with applicable law or regulations, this could have a material adverse effect on our business, financial condition, cash
flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
In addition, in February 2019, we launched Dermatology.com, a cash-pay product acquisition program offering certain
branded Ortho Dermatologics products directly to patients. In March 2020, the name Dermatology.com was removed as the
cash-pay product program name, with the name Dermatology.com limited to only online usage, including future digital
teledermatology and e-commerce offerings. This program is designed to address the affordability and availability of certain
branded dermatology products, when insurers and pharmacy benefit managers are no longer offering those branded prescription
pharmaceutical products under their designated pharmacy benefit offerings. We cannot guarantee that this program will be
successful or that we will continue to add new products to the program. In addition, we cannot predict how the market,
including customers, doctors and patients will react to this program. If this program fails, if it does not achieve sufficient
success and market acceptance or if any part of this program is found to be non-compliant with applicable law or regulations,
this could have a material adverse effect on our business, financial condition, cash flows and results of operations and could
cause the market value of our common shares and/or debt securities to decline.
Risks Relating to the International Scope of our Business
Our business, financial condition, cash flows and results of operations are subject to risks arising from the international
scope of our operations.
We conduct a significant portion of our business outside the U.S. and Canada and may, in the future, expand our
operations into new countries, including emerging markets. We sell our pharmaceutical and medical device products in many
countries around the world. All of our foreign operations are subject to risks inherent in conducting business abroad, including,
among other things:
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difficulties in coordinating and managing foreign operations, including ensuring that foreign operations comply
with foreign laws as well as Canadian and U.S. laws applicable to Canadian companies with U.S. and foreign
operations, such as export and sanctions laws and the U.S. Foreign Corrupt Practices Act (“FCPA”), the Canadian
Corruption of Foreign Public Officials Act, and other applicable worldwide anti-bribery laws;
price and currency exchange controls;
restrictions on the repatriation of funds;
scarcity of hard currency, including the U.S. dollar, which may require a transfer or loan of funds to the operations
in such countries, which they may not be able to repay on a timely basis;
political and economic instability;
compliance with multiple regulatory regimes;
compliance with economic sanctions laws and other laws that apply to our activities in the countries where we
operate;
less established legal and regulatory regimes in certain jurisdictions, including as relates to enforcement of anti-
bribery and anti-corruption laws and the reliability of the judicial systems;
differing degrees of protection for intellectual property;
unexpected changes in foreign regulatory requirements, including quality standards and other certification
requirements;
new export license requirements;
adverse changes in tariff and trade protection measures;
differing labor regulations;
potentially negative consequences from changes in or interpretations of tax laws;
restrictive governmental actions;
possible nationalization or expropriation;
credit market uncertainty;
differing local practices, customs and cultures, some of which may not align or comply with our Company
practices and policies or U.S. laws and regulations;
difficulties with licensees, contract counterparties, or other commercial partners; and
differing local product preferences and product requirements.
As a result of changes to U.S. policy, there may be changes to existing trade agreements and greater restrictions on trade
generally. On November 30, 2018, the United States, Canada and Mexico signed the United States-Mexico-Canada Agreement
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(“USMCA”) as an overhaul and update to the North American Free Trade Agreement. It is difficult to anticipate the full impact
of this agreement on our business, financial condition, cash flows and results of operations.
Notwithstanding the USMCA, support for protectionism and rising anti-globalization sentiment in the United States and
other countries may slow global growth. In particular, a protracted and wide-ranging trade conflict between the United States
and China could adversely affect global economic growth. Concerns also remain around the social, political and economic
impacts of the changing political landscape in Europe, including the final outcome of Brexit (as defined below) negotiations. In
addition, there are growing concerns over an economic slowdown in emerging markets in light of capital outflows in favor of
developed markets and expected interest rate increases. Broader geopolitical tensions remained high amongst the U.S., Russia,
China, and across the Middle East.
Given the international scope of our operations, any of the above factors, including tariffs, trade wars and other
governmental actions, could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
Similarly, adverse economic conditions impacting our customers in these countries or uncertainty about global economic
conditions could cause purchases of our products to decline, which would adversely affect our revenues and operating results.
Moreover, our projected revenues and operating results are based on assumptions concerning certain levels of customer
spending. Any failure to attain our projected revenues and operating results as a result of adverse economic or market
conditions could have a material adverse effect on our business, financial condition, cash flows and results of operations and
could cause the market value of our common shares and/or debt securities to decline.
Due to the large portion of our business conducted in currency other than U.S. dollars, we have significant foreign currency
risk.
We face foreign currency exposure on the translation into U.S. dollars of the financial results of our operations in Europe,
Canada, Latin America, Asia, Africa and the Middle East and other regions. Where possible, we manage foreign currency risk
by managing same currency revenue in relation to same currency expenses. We may also use derivative financial instruments
from time to time to mitigate our foreign currency risk and not for trading or speculative purposes. We face foreign currency
exposure in those countries where we have revenue denominated in the local foreign currency and expenses denominated in
other currencies. Both favorable and unfavorable foreign currency impacts to our foreign currency-denominated operating
expenses are mitigated to a certain extent by the natural, opposite impact on our foreign currency-denominated revenue. In
addition, the repurchase of our U.S. dollar denominated debt may result in foreign exchange gains or losses for Canadian
income tax purposes. One half of any foreign exchange gains or losses will be included in our Canadian taxable income. Any
foreign exchange gain will result in a corresponding reduction in our available Canadian tax attributes. Further strengthening of
the U.S. dollar and/or the devaluation of other countries' currencies could have a negative impact on our reported international
revenue.
Development and Regulatory Risks
The successful development of our pipeline products is highly uncertain and requires significant expenditures and time. In
addition, obtaining necessary government approvals is time-consuming and not assured. The failure to commercialize
certain of our pipeline products could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline.
We currently have a number of pipeline products in development. We and our development partners, as applicable,
conduct extensive preclinical studies and clinical trials to demonstrate the safety and efficacy in humans of our pipeline
products in order to obtain regulatory approval for the sale of our pipeline products. Preclinical studies and clinical trials are
expensive, complex, can take many years and have uncertain outcomes. None of, or only a small number of, our research and
development programs may actually result in the commercialization of a product. We will not be able to commercialize our
pipeline products if preclinical studies do not produce successful results or if clinical trials do not demonstrate safety and
efficacy in humans. Furthermore, success in preclinical studies or early-stage clinical trials does not ensure that later stage
clinical trials will be successful nor does it ensure that regulatory approval for the product candidate will be obtained. In
addition, the process for the completion of pre-clinical and clinical trials is lengthy and may be subject to a number of delays for
various reasons, which would delay the commercialization of any successful product. If our development projects are not
successful or are significantly delayed, we may not recover our substantial investments in the pipeline product and our failure to
bring these pipeline products to market on a timely basis, or at all, could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
In addition, FDA and Health Canada approval must be obtained in the U.S. and Canada, respectively, EMA approval
(drugs) and CE Marking (devices) must be obtained in countries in the EU and similar approvals must be obtained from
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comparable agencies in other countries, prior to marketing or manufacturing new pharmaceutical and medical device products
for use by humans. Obtaining such regulatory approvals for new products and devices and manufacturing processes can take a
number of years and involves the expenditure of substantial resources. Furthermore, the Trump administration took several
executive actions, including the issuance of Executive Orders, that could impose significant burdens on, or otherwise materially
delay, the FDA’s ability to engage in routine regulatory and oversight activities such as issuance of guidance and review and
approval of marketing applications. It is unclear how these executive actions will be implemented or whether they will be
rescinded or replaced under the Biden administration, and therefore their effects on the FDA approval process cannot be
determined at this time.
Even if such products appear promising in development stages, regulatory approval may not be achieved and no
assurance can be given that we will obtain approval in those countries where we wish to commercialize such products. Nor can
any assurance be given that if such approval is secured, the approved labeling will not have significant labeling limitations,
including limitations on the indications for which we can market a product, or require onerous risk management programs.
Furthermore, from time to time, changes to the applicable legislation or regulations may be introduced that change these review
and approval processes for our products, which changes may make it more difficult and costly to obtain or maintain regulatory
approvals.
Our marketed drugs will be subject to ongoing regulatory review.
Following initial regulatory approval of any products, we or our partners may develop or acquire, we will be subject to
continuing regulatory review by various government authorities in those countries where our products are marketed or intended
to be marketed, including the review of adverse drug events and clinical results that are reported after product candidates
become commercially available. In addition, we are subject to ongoing audits and investigations of our facilities and products
by the FDA, as well as other regulatory agencies in and outside the U.S.
If we fail to comply with the regulatory requirements in those countries where our products are sold, we could lose our
marketing approvals or be subject to fines or other sanctions. Also, as a condition to granting marketing approval of a product,
the applicable regulatory agencies may require a company to conduct additional clinical trials or remediate Current Good
Manufacturing Practice ("CGMP") issues, the results of which could result in the subsequent loss of marketing approval,
changes in product labeling or new or increased concerns about side effects or efficacy of a product.
In May 2017, the European Commission published the Medical Device Regulation (MDR) 2017/745, which replaced the
Medical Device Directive (MDD). Pursuant to the terms of the new regulations, in order to continue to market medical device
products in the EU, such products must achieve compliance with these new regulations and be re-registered in the EU within a
specified transition period, which, for a portion of products, will end as early as May 26, 2021. These new regulations impact
all of our existing and pipeline medical device products being sold in the EU for which we are legal manufacturer and/or
distributor, including contact lens, lens care, eye-health, aesthetic and surgical areas, as well as certain of our products outside
the EU, which rely on the EU registration to support registration in those other countries. These products, in the aggregate,
account for a meaningful portion of our net revenue in this region. While we are working to ensure compliance with these new
regulations for all impacted products, we may not be able to achieve compliance for all products within the applicable transition
period. If we fail to achieve compliance, we will not be able to market and sell the non-compliant products in the EU, nor will
we be able to rely on the non-compliant registration for such products in regions outside of the EU, which could have a material
adverse effect on our business, financial condition, cash flows and results of operations in the EU and, possibly, on a
consolidated basis, and could cause the market value of our common shares and/or debt securities to decline.
In addition, incidents of adverse drug reactions, unintended side effects or misuse relating to our products could result in
additional regulatory controls or restrictions, or even lead to the regulatory authority requiring us to withdraw the product from
the market. Further, if faced with these incidents of adverse drug reactions, unintended side effects or misuse relating to our
products, we may elect to voluntarily implement a recall or market withdrawal of our product. A recall or market withdrawal,
whether voluntary or required by a regulatory authority, may involve significant costs to us, potential disruptions in the supply
of our products to our customers and reputational harm to our products and business, all of which could harm our ability to
market our products and could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
The United Kingdom’s exit from the European Union may impact the development and the regulatory approval and review
of our products.
On June 23, 2016, the United Kingdom held a referendum on its membership in the European Union, in which United
Kingdom voters approved an exit from the European Union (“Brexit”). On March 29, 2017, the United Kingdom formally
notified the European Council pursuant to Article 50 of the Treaty of Lisbon of its intention to leave the European Union. On
January 31, 2020 (“Exit Day”), the United Kingdom ceased to be a member state of the European Union. EU law applicable to
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the United Kingdom continued to apply to and in the United Kingdom for the duration of a transition period which expired on
December 31, 2020 (the “Transition Period”). During the Transition Period, the European Union and the United Kingdom
negotiated the terms of their future relationship and on December 31, 2020 entered into a Trade and Cooperation Agreement, an
Agreement on Nuclear Cooperation and an Agreement on Security Procedures for Exchanging and Protecting Classified
Information. Subject to certain exceptions, domestic law derived from EU law, EU law directly applicable in the UK and EU
rights, powers, liabilities and obligations recognized and available in the UK in each case immediately before the expiration of
the Transition Period was retained by the UK, but in the future UK law may diverge from EU law. Following the Brexit vote,
the European Union moved the European Medicines Agency’s headquarters from the United Kingdom to the Netherlands,
which could result in disruptions and delays in new drug approvals in the European Union. In addition, we could face new
regulatory costs and challenges that could have a material adverse effect on our business, financial condition, cash flows and
results of operations.
Manufacturing and Supply Risks
If we or our third-party manufacturers are unable to manufacture our products or the manufacturing process is interrupted
due to failure to comply with regulations or for other reasons, the interruption of the manufacture of our products could
adversely affect our business. Other manufacturing and supply difficulties or delays may also have a material adverse effect
on our business, financial condition, cash flows and results of operations and could cause the market value of our common
shares and/or debt securities to decline.
Our manufacturing facilities and those of our contract manufacturers must be inspected and found to be in full
compliance with CGMP, quality system management requirements or similar standards before approval for marketing.
Compliance with CGMP regulations requires the dedication of substantial resources and requires significant expenditures. In
addition, while we attempt to build in certain contractual obligations on our third-party manufacturers, we may not be able to
ensure that such third-parties comply with these obligations. Our failure or that of our contract manufacturers to comply with
CGMP regulations, quality system management requirements or similar regulations outside of the U.S. could result in
enforcement action by the FDA or its foreign counterparts, including, but not limited to, warning letters, fines, injunctions, civil
or criminal penalties, recall or seizure of products, total or partial suspension of production or importation, suspension or
withdrawal of regulatory approval for approved or in-market products, refusal of the government to renew marketing
applications or approve pending applications or supplements, refusal of certificates for export to foreign jurisdictions,
suspension of ongoing clinical trials, imposition of new manufacturing requirements, closure of facilities and criminal
prosecution. These enforcement actions could lead to a delay or suspension in production, which could have a material adverse
effect on our competitive position, business, financial condition, results of operations and cash flows.
In addition, our manufacturing and other processes use complicated and sophisticated equipment, which sometimes
requires a significant amount of time to obtain and install. Manufacturing complexity, testing requirements and safety and
security processes combine to increase the overall difficulty of manufacturing these products and resolving manufacturing
problems that we may encounter. Although we endeavor to properly maintain our equipment (and require our contract
manufacturers to properly maintain their equipment), including through on-site quality control and experienced manufacturing
supervision, and have key spare parts on hand, our business could suffer if certain manufacturing or other equipment, or all or a
portion of our or their facilities, were to become inoperable for a period of time. We could experience substantial production
delays or inventory shortages in the event of any such occurrence until we or they repair such equipment or facility or we or
they build or locate replacement equipment or a replacement facility, as applicable, and seek to obtain necessary regulatory
approvals for such replacement. Any interruption in our manufacture of products could adversely affect the sales of our current
products or introduction of new products and could have a material adverse effect on our business, financial condition, cash
flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
The supply of our products to our customers (or, in some cases, supply from our contract manufacturers to us) is subject
to and dependent upon the use of transportation services. Disruption of transportation services (including as a result of weather
conditions) could have a material adverse effect on our business, financial condition, cash flows and results of operations and
could cause the market value of our common shares and/or debt securities to decline. In addition, any prolonged disruption in
the operations of our existing distribution facilities, whether due to technical, labor or other difficulties, weather conditions,
equipment malfunction, contamination, failure to follow specific protocols and procedures, destruction of or damage to any
facility or other reasons, could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
For some of our finished products and raw materials, we obtain supply from one or a limited number of sources. If we are
unable to obtain components or raw materials, or products supplied by third parties, our ability to manufacture and deliver
our products to the market would be impeded, which could have a material adverse effect on our business, financial
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condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
Some components and raw materials used in our manufactured products, and some finished products sold by us, are
currently available only from one or a limited number of domestic or foreign suppliers. For example, with respect to some of
our largest or most significant products, the supply of the finished product for each of our Siliq®, Duobrii®, Bryhali®, Lumify®,
Trulance®, Vyzulta®, SofLens®, Wellbutrin XL®, Ocuvite®, PreserVision®, Renu®, Aplenzin®, Xenazine®, Relistor® Oral and
PureVision® products are only available from a single source and the supply of active pharmaceutical ingredient for each of our
Siliq®, Duobrii®, Bryhali®, Trulance®, Vyzulta®, Xenazine®, Aplenzin® and Relistor® Oral products are also only available
from a single source. In the event an existing supplier fails to supply product on a timely basis and/or in the requested amount,
supplies product that fails to meet regulatory requirements, becomes unavailable through business interruption or financial
insolvency or loses its regulatory status as an approved source or we are unable to renew current supply agreements when such
agreements expire and we do not have a second supplier, we may be unable to obtain the required components, raw materials or
products on a timely basis or at commercially reasonable prices. We attempt to mitigate these risks by maintaining safety stock
of these products, but such safety stock may not be sufficient. In addition, in some cases, only a single source of active
pharmaceutical ingredient is identified in filings with regulatory agencies, including the FDA, and cannot be changed without
prior regulatory approval, which would involve time and expense to us. A prolonged interruption in the supply of a single-
sourced raw material, including the active pharmaceutical ingredient, or single-sourced finished product could have a material
adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline. In addition, these third-party manufacturers may have the ability to increase
the supply price payable by us for the manufacture and supply of our products, in some cases without our consent.
As a result, our dependence upon others to manufacture our products may adversely affect our profit margins and our
ability to obtain approval for and produce our products on a timely and competitive basis, which could have a material adverse
effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline.
Changes in inventory levels or fluctuations in buying patterns by our large distributor and retail customers may adversely
affect our sales and earnings and add to sales variability from quarter to quarter.
We balance the need to maintain inventory levels that are sufficient to ensure competitive lead times against the risk of
inventory obsolescence because of changing customer requirements, fluctuating commodity prices, changes to our products,
product transfers or the life-cycle of our products. In order to successfully manage our inventories, we must estimate demand
from our customers and produce products that substantially correspond to that demand. If we fail to adequately forecast demand
for any new or existing product, or fail to determine the appropriate product mix for production purposes, we may face
production capacity issues in manufacturing sufficient quantities of a given product. In addition, failures in our information
technology systems or human error could also lead to inadequate forecasting of our overall demand or product mix.
We have a significant number of unique products, and we anticipate that number will continue to grow over time. As a
result, the demand forecasting precision required for us to avoid production capacity issues will also increase, which could
increase the risk of product unavailability and lost sales. Additionally, an increasing number of unique products could increase
global inventory requirements, negatively impacting our working capital performance and leading to write-offs due to
obsolescence and expired products.
Due to the lead times necessary to obtain and install new equipment and ramp up production of product lines, if we fail to
adequately forecast the need for additional manufacturing capacity, whether for new or existing products, we may be unable to
scale production in a timely manner to meet demand for our products. In addition, the technically complex manufacturing
processes required to manufacture many of our products increase the risk of production failures, and can increase the cost of
producing our goods. As a result, because the production process for many of our products is so complex and sensitive, the cost
of production and the chance of production failures and lengthy supply interruptions is increased, which can have a substantial
impact on our inventory levels.
Finally, a significant portion of our products are sold to major health care distributors and major retail chains in Canada,
the United States and abroad. Consequently, our sales and quarterly growth comparisons, as well as our estimates for required
inventory levels, may be affected by fluctuations in the buying patterns of major distributors, retail chains and other trade
buyers. These fluctuations may result from seasonality, pricing, large retailers' and distributors' buying decisions or other
factors. If we overestimate demand and produce too much of a particular product, we face a risk of inventory obsolescence,
leaving us with inventory that we cannot sell profitably or at all. In addition, we may have to write down such inventory if we
are unable to sell it for its recorded value. Conversely, if we underestimate demand and produce insufficient quantities of a
product, we could be forced to produce that product at a higher price and forego profitability in order to meet customer demand.
For example, if a competitor initiates a recall and there is an unexpected increase in the demand for our products, we may not be
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able to meet such increased demand. Insufficient inventory levels may lead to shortages that result in loss of sales opportunities
altogether as potential end-customers turn to competitors' products that are readily available. If any of these situations occur
frequently or in large volumes or if we are unable to effectively manage our inventory and that of our distribution partners, this
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause
the market value of our common shares and/or debt securities to decline.
Risks Relating to Specific Legislation and Regulations
We are subject to various laws and regulations, including “fraud and abuse” laws, anti-bribery laws, environmental laws
and privacy and security regulations, and a failure to comply with such laws and regulations or prevail in any litigation
related to noncompliance could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
Pharmaceutical and medical device companies have faced lawsuits and investigations pertaining to violations of health
care “fraud and abuse” laws, such as the federal False Claims Act, the federal Anti-Kickback Statute (“AKS”) and other state
and federal laws and regulations. The AKS prohibits, among other things, knowingly and willfully offering, paying, soliciting
or receiving remuneration to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of
any health care item or service reimbursable under federally financed health care programs. This statute has been interpreted to
apply to arrangements between pharmaceutical or medical device manufacturers, on the one hand, and prescribers, purchasers,
formulary managers and other health care related professionals, on the other hand. More generally, the federal False Claims
Act, among other things, prohibits any person from knowingly presenting, or causing to be presented, a false claim for payment
to the federal government. Pharmaceutical and medical device companies have been prosecuted or faced civil liability under
these laws for a variety of alleged promotional and marketing activities, including engaging in off-label promotion that caused
claims to be submitted for non-covered off-label uses. If we are in violation of any of these requirements or any such actions are
instituted against us, and we are not successful in defending ourselves or asserting our rights, this could have a significant
impact on our business, including the imposition of significant criminal and civil fines and penalties, exclusion from federal
health care programs or other sanctions, including consent orders or corporate integrity agreements.
In addition, the U.S. Department of Health and Human Services Office of Inspector General recommends, and
increasingly states require pharmaceutical companies to have comprehensive compliance programs. Moreover, the Physician
Payment Sunshine Act enacted in 2010 imposes reporting and disclosure requirements on device and drug manufacturers for
any “transfer of value” made or distributed to prescribers and other health care providers. Failure to submit this required
information may result in significant civil monetary penalties. While we have developed corporate compliance programs based
on what we believe to be current best practices, we cannot provide assurance that we or our employees or agents are or will be
in compliance with all applicable federal, state or foreign regulations and laws. If we are in violation of any of these
requirements or any such actions are instituted against us, and we are not successful in defending ourselves or asserting our
rights, those actions could have a significant impact on our business, including the imposition of significant criminal and civil
fines and penalties, exclusion from federal health care programs or other sanctions, including consent orders or corporate
integrity agreements.
The U.S. FCPA and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from
making improper payments to officials for the purpose of obtaining or retaining business. Our policies mandate compliance
with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption and in
certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices or may require us
to interact with doctors and hospitals, some of which may be state controlled, in a manner that is different than in the U.S. and
Canada. We cannot provide assurance that our internal control policies and procedures will protect us from reckless or criminal
acts committed by our employees, consultants, distributors, third party contractors or agents. Violations of these laws, or
allegations of such violations, could disrupt our business and result in criminal or civil penalties or remedial measures, any of
which could have a material adverse effect on our business, financial condition, cash flows and results of operations and could
cause the market value of our common shares and/or debt securities to decline.
We are also subject to various state, federal and international laws and regulations governing the collection, transmission,
dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and
other sensitive and personal information, including HIPAA. Many states in which we operate have laws that protect the privacy
and security of sensitive and personal information, including health-related information. Certain state laws may be more
stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal,
international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. For
example, the CCPA imposes stringent data privacy and security requirements and obligations with respect to the personal
information of California residents and provides for civil penalties for violations, as well as a private right of action for certain
data breaches that result in the loss of personal data that may increase the likelihood of, and risks associated with, data breach
litigation. The effects on our business of the CCPA and other similar state laws are potentially significant, and may require us to
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modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. State laws
are changing rapidly and there is discussion in Congress of a new federal data protection and privacy law to which we may be
subject.
Internationally, laws and regulations in many jurisdictions apply broadly to the collection, transmission, dissemination,
use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and other sensitive
and personal information. For example, the GDPR, together with national legislation, regulations and guidelines of the EU
member states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on
the ability to collect, analyze, store, transfer and otherwise process personal data, including health data from clinical trials and
adverse event reporting. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million,
whichever is greater. European data protection authorities may interpret the GDPR and national laws differently and impose
additional requirements, which contributes to the complexity of processing personal data in or from the EEA or United
Kingdom. Guidance on implementation and compliance practices is often updated or otherwise revised. We are also subject to
Canada's federal Personal Information Protection and Electronic Documents Act and substantially similar equivalents at the
provincial level with respect to the collection, use and disclosure of personal information in Canada. Such federal and
provincial legislation impose data privacy and security obligations on our processing of personal information of Canadian
residents. The federal and Alberta legislation include mandatory data breach notification requirements. Canada’s Anti-Spam
Legislation (“CASL”) also applies to the extent that we send commercial electronic messages from Canada or to electronic
addresses in Canada. CASL contains prescriptive consent, form, content and unsubscribe mechanism requirements. Penalties
for non-compliance with CASL are up to CAD $10 million per violation. These laws and regulations may be interpreted and
applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways
that will materially and adversely affect our business. The regulatory framework for data privacy, data security and data
transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Complying with all of these
laws and regulations involves costs to our business, and failure to comply with these laws and regulations can result in the
imposition of significant civil and criminal penalties, as well as litigation, all of which could have a material adverse effect on
our business, financial condition, cash flows and results of operations and could cause the market value of our common shares
and/or debt securities to decline. For more information regarding applicable data privacy and security laws and regulations, see
Item 1. “Business — Government Regulations” of this Form 10-K.
We are also subject to U.S. federal laws regarding reporting and payment obligations with respect to our participation in
federal health care programs, including Medicare and Medicaid. Because our processes for calculating applicable government
prices and the judgments involved in making these calculations involve subjective decisions and complex methodologies, these
calculations are subject to risk of errors and differing interpretations. In addition, they are subject to review and challenge by
the applicable governmental agencies, and it is possible that such reviews could result in changes that could have material
adverse legal, regulatory, or economic consequences.
Legislative or regulatory reform of the health care system may affect our ability to sell our products profitably and could
have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the
market value of our common shares and/or debt securities to decline.
In the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals to change
the health care system in ways that could impact our ability to sell our products profitably. The Patient Protection and
Affordable Care Act, as amended by the Health Care Reform Act may affect the operational results of companies in the
pharmaceutical and medical device industries, including the Company and other health care related industries, by imposing on
them additional costs. Effective January 1, 2010, the Health Care Reform Act increased the minimum Medicaid drug rebates for
pharmaceutical companies, expanded the 340B drug discount program, and made changes to affect the Medicare Part D
coverage gap, or “donut hole.” The law also revised the definition of “average manufacturer price” for reporting purposes,
which may affect the amount of our Medicaid drug rebates to states. Beginning in 2011, the law imposed a significant annual
fee on companies that manufacture or import branded prescription drug products. More recently, the Bipartisan Budget Act of
2018 amended the Patient Protection and Affordable Care Act, effective January 1, 2019, to close the donut hole in most
Medicare drug plans. In addition, in April 2018, the Centers for Medicare & Medicaid Services published a final rule that gives
states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the
effect of relaxing the essential health benefits required under the Patient Protection and Affordable Care Act for plans sold
through such marketplaces.
Although efforts at replacing the Health Care Reform Act have stalled in Congress, there are a number of proposals that
we expect to be introduced to Congress and put forth by the Biden administration, including proposals relating to drug pricing
and drug delivery reforms, that may result in further changes to the health care system that could materially impact the
Company. We cannot predict what those changes will be or when they will take effect, and we could face additional risks
arising from such changes. Because of this continued uncertainty, the number of proposals and the indeterminable position that
39
the Biden administration may take with regard to the Health Care Reform Act, we cannot quantify or predict with any certainty
the likely impact of these proposals on our business model, prospects, financial condition or results of operations, in particular
on the pricing, coverage or reimbursement of any of our product candidates that may receive marketing approval. Additionally,
policy efforts designed specifically to reduce patient out-of-pocket costs for medicines could result in new mandatory rebates
and discounts or other pricing restrictions. Legislative efforts relating to drug pricing, the cost of prescription drugs under
Medicare, the relationship between pricing and manufacturer patient programs, and government program reimbursement
methodologies for drugs have been proposed and considered at the U.S. federal and state level. While some of these proposed
measures will require authorization through additional legislation to become effective, Congress and the administration have
each indicated an intent to continue to seek new legislative or administrative measures to control drug costs. At the state level,
legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product
pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing
cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and
bulk purchasing. We also anticipate that Congress, state legislatures, and third-party payors may continue to review and assess
alternative health care delivery and payment systems and may in the future propose and adopt legislation or policy changes or
implementations effecting additional fundamental changes in the health care delivery system. We cannot provide assurance as
to the ultimate content, timing, or effect of changes, nor is it possible at this time to estimate the impact of any such potential
legislation.
In 2019, the U.S. Health and Human Services Administration announced a preliminary plan to allow for the importation
of certain lower-cost drugs from Canada. The preliminary plan excludes insulin, biological drugs, controlled substances and
intravenous drugs. The preliminary plan relies on individual states to develop proposals for safe importation of those drugs
from Canada and submit those proposals to the federal government for approval. At this time, studies to evaluate the related
costs and benefits, evaluate the reasonableness of the logistics, and measure the public reaction of such a plan have not been
performed. We cannot provide assurance as to the ultimate content, timing, effect or impact of such a plan.
In 2019, the Government of Canada (Health Canada) published in the Canadian Gazette the new pricing regulation for
patented drugs. These regulations will become effective on July 1, 2021. The new regulations will change the mechanics of
establishing the pricing for products submitted for approval after August 21, 2019; they will also require full transparency of
discounts agreed with provincial bodies; and finally, will change the number and composition of reference countries used to
determine if a drug’s price is excessive. While we do not believe this will have a significant impact on our future cash flows, as
additional facts materialize, we cannot provide assurance as to the ultimate content, timing, effect or impact of such regulations.
The Health Care Reform Act and further changes to health care laws or regulatory framework that reduce our revenues or
increase our costs could also have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
We are subject to a broad range of environmental laws and regulations and may be subject to environmental remediation
obligations under such safety and related laws and regulations. The impact of these obligations and the Company’s ability to
respond effectively to them may have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
We are subject to a broad range of federal, state, provincial and local environmental laws and regulations concerning the
environment, safety matters, regulation of chemicals and product safety in the countries where we manufacture and sell our
products or otherwise operate our business. These requirements include, among other matters, regulation of the handling,
manufacture, transportation, storage, use and disposal of materials, including the discharge of pollutants, hazardous substances
and waste into the environment. In the normal course of our business, such substances and waste may be released into the
environment, which could cause environmental or property damage or personal injuries, and which could subject us to
remediation obligations regarding contaminated soil and groundwater, potential liability for damage claims or to social or
reputational harm and other similar adverse impacts. Under certain laws, we may be required to remediate contamination at
certain of our properties regardless of whether the contamination was caused by us or by previous occupants of the property or
by others and at third-party sites where we send waste.
In recent years, the operations of all companies have become subject to increasingly stringent legislation and regulation
related to environmental protection. Such legislation and regulations are complex and constantly changing. Future events, such
as changes in existing laws or regulations or the enforcement thereof or the discovery of contamination at our facilities may,
among other things, require us to install additional controls for certain of our emission sources, undertake changes in our
manufacturing processes, remediate soil or groundwater contamination at facilities where such cleanup is not currently required
or to take action to address social expectations or concerns arising from or relating to such changes and our response to such
changes. The cost of such additional compliance or remediation obligations or responding to such social expectations or
concerns may be significant and could have a material adverse effect on our business, financial condition, cash flows and results
of operations and could cause the market value of our common shares and/or debt securities to decline.
40
Other Risks
Our business and operations could be negatively affected by shareholder activism, which could cause us to incur significant
expenses, hinder execution of our business strategy and impact our share price.
In recent years, shareholder activism involving corporate governance, fiduciary duties of directors and officers, strategic
direction and operations has become increasingly prevalent. One of our investors, which owns approximately 7.8% of our
outstanding common shares, filed a Schedule 13D with the SEC in February 2021, in which it was indicated that the investor
intended to engage in discussions with our management and board regarding ways to enhance shareholder value, including our
ongoing strategic review and that it may also seek board representation. Another of our investors, which owns approximately
6% of our outstanding common shares, filed a Schedule 13D with the SEC in July 2020, in which it indicated that it intended to
consider, explore and/or develop plans and/or make proposals respecting, among other things, our businesses, assets,
operations, and strategy, and to explore ways to strengthen the company and enhance shareholder value. In February 2021, this
investor also sent the Company a public letter, in which it stated that the proposed Separation should be completed by the end
of 2021 and recommended, among other things, the divestiture of certain of our businesses and assets.
In the event such investors continue to pursue such proposals or we become the subject of additional shareholder
activism, this may create a significant distraction for our management and employees. This could negatively impact our ability
to execute our business plans (including the Separation) and may require our management to expend significant time, resources
and costs, including legal fees and other expenses incurred in connection with any proxy contest that may result from any such
shareholder activism. Furthermore, if individuals are elected to our Board with a specific agenda, it may adversely affect our
ability to effectively implement our business strategy and create additional value for our shareholders and could lead us to adopt
other plans that we cannot predict and which could focus on short-term benefits with longer-term costs. Such shareholder
activism may also create uncertainties with respect to our financial position and operations, may adversely affect our ability to
attract and retain key employees and may result in loss of potential business opportunities with our current and potential
customers and business partners, any of which could have a material adverse effect on our business, financial condition, cash
flows and results of operations. In addition, such shareholder activism may cause significant fluctuations in our share price
based on temporary or speculative market perceptions, uncertainties or other factors that do not necessarily reflect the
underlying fundamentals and prospects of our business, and could cause the market value of our common shares to decline.
While we will remain responsive to shareholder demands, there is no assurance that we will achieve their objectives, or that
doing so will decrease the likelihood of activist shareholder engagement in the future.
We have significant goodwill and other intangible assets and potential impairment of goodwill and other intangibles may
have a significant adverse impact on our profitability.
Goodwill and intangible assets represent a significant portion of our total assets. Finite-lived intangible assets are subject
to an impairment analysis whenever events or changes in circumstances indicate the carrying amount of the asset may not be
recoverable. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or
changes in circumstances indicate that the asset may be impaired. If impairment exists, we would be required to take an
impairment charge with respect to the impaired asset.
For example, in 2020, 2019 and 2018, we recognized impairments, including a loss on assets held for sale, to finite-lived
and indefinite-lived intangible assets of $114 million, $75 million and $568 million, respectively. These asset impairments
were primarily attributable to: (i) assets being classified as held for sale and (ii) revisions in sales forecasts associated with
discontinuances, generic competition and other market forces. In addition to impairments to finite-lived and indefinite-lived
intangible assets, in 2018, we recognized goodwill impairments of $2,322 million. These impairments to goodwill were
primarily the result of: (i) the adoption of new accounting guidance in 2018 and (ii) revisions to forecasts to certain reporting
units, as a result of changing business dynamics and market conditions. There were no goodwill impairments in 2020 and 2019.
The Company conducted its annual goodwill impairment test as of October 1, 2020. No impairment to the goodwill of
any reporting unit was identified. 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.
See Note 5, "FAIR VALUE MEASUREMENTS" and Note 8, "INTANGIBLE ASSETS AND GOODWILL" to our
audited Consolidated Financial Statements for further information on these impairment charges.
Events giving rise to impairment are difficult to predict, including the uncertainties associated with the launch of new
products, and are an inherent risk in the pharmaceutical and medical device industries. As a result of the significance of
goodwill and intangible assets, our financial condition and results of operations in a future period could be negatively impacted
should such an impairment of goodwill or intangible assets occur, which could cause the market value of our common shares
and/or debt securities to decline. We may be required to take additional impairment charges in the future and such impairment
charges may be material.
41
We have become increasingly dependent on information technology systems and infrastructure and any breakdown,
interruption, breach or other compromise of our or our third-party vendors' information technology systems could subject
us to liability or interrupt the operation of our business, which could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or
debt securities to decline.
We are increasingly dependent upon our information technology systems and infrastructure, as well as those of third
parties with whom we interact, and internal and public internet sites, data hosting and processing facilities, cloud-based services
and hardware, social media sites and mobile technology, in connection with the conduct of our business.
We must constantly update our information technology systems and infrastructure and undertake investments in new
information technology systems and infrastructure. However, we cannot provide assurance that the information technology
systems and infrastructure on which we depend, including those of third parties, will continue to meet our current and future
business needs or adequately safeguard our operations. Furthermore, modification, upgrade or replacement of such systems and
infrastructure may be costly or out of our control.
Any failure to so modify, upgrade or replace such systems and infrastructure, any disruptions that occur during the
process of such modification, upgrade or replacement and/or any breakdown, interruption or corruption of the information
technology systems and infrastructure on which we rely could create system disruptions, shutdowns, delays in generating or the
corruption of data and information or other disruptions that could result in negative financial, operational, business or
reputational consequences for us.
The size and complexity of the information technology systems and infrastructure on which we rely makes such systems
and infrastructure potentially vulnerable to internal or external inadvertent or intentional security breaches, including as a result
of private or state-sponsored cybercrimes, terrorism, war, malware, ransomware, human error, system malfunction,
telecommunication and electrical failures, natural disaster, fire, misplaced or lost data, socially engineered breaches or other
similar events.
In addition, during the normal course of our business operations, including through the use of information technology
systems and infrastructure, we are involved in the collection, transmission, use, retention and other processing of sensitive,
confidential, non-public or personal data and information in Canada, the United States and abroad.
Cyber-attacks are increasing in frequency, sophistication and intensity and are made by groups and individuals with a
wide range of motives and expertise. Cyber-attacks could include the deployment of harmful malware, ransomware, denial-of-
service attacks, worms, social engineering, improper modification of information, fraudulent “phishing” e-mails and other
means to affect service reliability or threaten data confidentiality, integrity or availability. Techniques used in these attacks are
often highly sophisticated, change frequently and may be difficult to detect for long periods of time.
We have established physical, electronic and organizational measures intended to safeguard and secure our systems to
prevent a compromise and policies and procedures designed to provide for the timely investigation of cybersecurity incidents
and the timely disclosure of cybersecurity incidents consistent with our legal and contractual obligations. We also rely on
commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage
of digital information.
While we attempt to take appropriate security and cybersecurity measures to protect our information technology systems
and infrastructure (including any confidential or other sensitive information) and to prevent and detect breakdowns,
unauthorized breaches and cyber-attacks, we cannot guarantee that such measures will be successful and that breakdowns and
breaches of, or attacks on, our systems and data, or those of third parties upon which we rely, will be prevented. Any such
incidents, or the public perception that we or any third party upon which we rely have suffered such an incident, may cause
business interruption and damage our reputation with customers, employees and third parties with whom we do business, and
we may suffer litigation, financial damage, regulatory investigations, enforcement, orders and other actions, which could result
in injunctions, fines and penalties, as well as costs relating to investigation of an incident, corrective actions, required
notification, credit monitoring services and other expenses, and could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
In addition, we provide confidential and other sensitive information to third parties when necessary to pursue our
business objectives. While we obtain assurances that these third parties will protect this information and, where appropriate,
monitor the protections employed by these third parties, there is a risk that the confidentiality of information held by third
parties, including trade secrets and sensitive personal information, may be compromised, including as a result of cybersecurity
breaches, breakdowns or other incidents. If personal information of our customers or employees is misappropriated, our
reputation with our customers and employees may be injured, resulting in loss of business and/or morale. Any such incidents
could require us to incur costs to remediate possible injury to our customers and employees, to further improve our protective
42
measures or to pay fines or take other action with respect to litigation, judicial or regulatory actions arising out of such
incidents, which may be significant.
While we maintain insurance against some of these risks, this insurance may not be sufficient to cover the financial, legal,
business or reputational losses that may result from a breakdown, breach, cyber-attack or other compromise of or interruption to
our information technology systems and infrastructure or confidential and other sensitive information. We also cannot ensure
that any limitation of liability or indemnity provisions in our contracts, including with vendors and service providers, for a
security lapse or breach or other security incident would be enforceable or adequate or would otherwise protect us from any
liabilities or damages with respect to any particular claim. Any of the foregoing could have a material adverse effect on our
business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/
or debt securities to decline.
The Company’s ability to effectively monitor and respond to the rapid and ongoing developments and expectations relating
to environmental, social and governance (“ESG”) matters, including related social expectations and concerns, may impose
unexpected costs on the Company or result in reputational or other harm to the Company that could have a material adverse
effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline.
If the Company is not able to adequately recognize and respond to the rapid and ongoing developments and governmental
and social expectations relating to ESG matters such as climate change and access to health care and affordable drugs, this
failure could result in missed corporate opportunities for the Company, additional regulatory, social or other scrutiny of the
Company and its businesses, the imposition of unexpected costs on the Company or in damage to the reputation of the
Company or its various brands with governments, customers, employees, third parties and the communities in which we
operate, in each case that could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
The restatement of our previously issued financial statements was time-consuming and expensive and could expose us to
additional risks that could have a material adverse effect on our business, financial condition, cash flows and results of
operations and could cause the market value of our common shares and/or debt securities to decline.
We restated our previously issued audited Consolidated Financial Statements for the year ended December 31, 2014 and
the unaudited financial information for the quarters ended December 31, 2014 and March 31, 2015. This restatement and the
review of the misstatements that necessitated the restatement was time consuming and expensive and could expose us to
potential claims and additional risks that could have a material adverse effect on our business, financial condition, cash flows
and results of operations and could cause the market value of our common shares and/or debt securities to decline. In particular,
we could be subject to further shareholder litigation and additional governmental investigations and proceedings in connection
with the restatements or related other matters. If we do not prevail in any such proceedings, we could be required to pay
substantial damages or settlement costs. In addition, although the remediation of the material weaknesses in our internal control
over financial reporting that contributed to the material misstatements in the Consolidated Financial Statements previously
described has been completed, if our remedial measures were insufficient to properly and fully address the material weaknesses,
or if additional material weaknesses in our internal controls are discovered or occur in the future, it may materially adversely
affect our ability to report our financial condition and results of operations in a timely and accurate manner and there will
continue to be an increased risk of future misstatements.
We have entered into distribution agreements with other companies to distribute certain of our products at supply prices
based on net sales. Declines in the pricing and/or volume, over which we have no or limited control, of such products, and
therefore the amounts paid to us, could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline.
Certain of our products are the subject of third-party distribution or sublicense agreements, pursuant to which we may
manufacture and sell products to other companies, which distribute such products in return for a royalty or a supply price, in
both cases which are often based on net sales. Our ability to control pricing and volume of these products may be limited and,
in some cases, these companies make all distribution and pricing decisions independently of us. If the pricing or volume of such
products declines, our revenues would be adversely impacted which could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
The illegal distribution and sale of counterfeit versions of our products may reduce demand for our products or have a
negative impact on the reputation of our products, which could have a material adverse effect on our business, financial
43
condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
Third parties may illegally distribute and sell counterfeit versions of our products, which do not meet or adhere to the
rigorous quality, safety, manufacturing, storage and handling standards and regulations that apply to our products. The
prevalence of counterfeit products is a growing industry-wide issue due to the widespread use of the Internet, which has greatly
facilitated the ease by which counterfeit products can be advertised, purchased and delivered. The discovery of safety or
efficacy issues, adverse events or even death or personal injury associated with or caused by counterfeit products may be
attributed to our products and may cause reputational harm to our products or the Company. We may not be able to detect or, if
detected, prevent or prohibit the sale of such counterfeit products. As a result, the illegal sale or distribution of counterfeit
products may negatively impact the demand for and sales of our products, which could have a material adverse effect on our
business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/
or debt securities to decline.
Our revenues and profits could be reduced by imports from countries where our products are available at lower prices.
Prices for our products are based on local market economics and competition and differ from country to country. Our
sales in countries with relatively higher prices may be reduced if products can be imported into those or other countries from
lower price markets. If this happens with our products, our revenues and profits may be adversely affected, which could have a
material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market
value of our common shares and/or debt securities to decline.
Our policies regarding returns, allowances and chargebacks, and marketing programs adopted by wholesalers, may reduce
our revenues in future fiscal periods.
We provide certain rebates, allowances, chargebacks and other credits to our customers with respect to certain of our
products. For example, we make payments or give credits to certain wholesalers for the difference between the invoice price
paid to us by our wholesaler customer for a particular product and the negotiated price that such wholesaler sells such products
to its hospitals, group purchasing organizations, pharmacies or other retail customers. We also give certain of our customers
credits on our products that such customers hold in inventory after we have decreased the WAC prices of such products, such
credit being for the difference between the old and new price. In addition, we also implement and maintain returns policies,
pursuant to which our customers may return product to us in certain circumstances in return for a credit. Although we establish
reserves based on our prior experience, wholesaler data, then-current on-hand inventory, our best estimates of the impact that
these policies may have in subsequent periods and certain other considerations, we cannot ensure that our reserves are adequate
or that actual product returns, rebates, allowances and chargebacks will not exceed our estimates, which could have a material
adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our
common shares and/or debt securities to decline.
We may experience declines in sales volumes or prices of certain of our products as the result of the concentration of sales
to wholesalers and the continuing trend towards consolidation of such wholesalers and other customer groups and this
could have a material adverse effect on our business, financial condition, cash flows and results of operations and could
cause the market value of our common shares and/or debt securities to decline.
For certain of our products, a significant portion of our sales are to a relatively small number of customers. If our
relationship with one or more of such customers is disrupted or changes adversely or if one or more of such customers
experience financial difficulty or other material adverse changes in their businesses, it could materially and adversely affect our
sales and financial results, which could have a material adverse effect on our business, financial condition, cash flows and
results of operations and could cause the market value of our common shares and/or debt securities to decline.
In addition, wholesalers and retail drug chains have undergone, and are continuing to undergo, significant consolidation.
This consolidation may result in these groups gaining additional purchasing leverage and consequently increasing the product
pricing pressures facing our business. The result of these developments could have a material adverse effect on our business,
financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt
securities to decline.
We have various indemnity agreements and indemnity arrangements in place, which may result in an obligation to
indemnify or reimburse the relevant counterparty, which amounts may be material.
All directors and/or officers of the Company, and each of its various subsidiary entities, are indemnified by the Company
in respect of their service as directors and/or officers, subject to certain restrictions. We have purchased directors’ and officers’
liability insurance to mitigate the cost of any potential future lawsuits or actions. The maximum amount of any potential future
payment cannot be reasonably estimated but could have a material adverse effect on the Company.
44
In the normal course of business, we have entered or may enter into agreements that include indemnities in favor of third
parties, such as purchase and sale agreements, license agreements, engagement letters with advisors and consultants and various
product and service agreements. These indemnification arrangements may require us to compensate counterparties for losses
incurred by the counterparties as a result of breaches in representations, covenants and warranties provided by us or as a result
of litigation or other third-party claims or statutory sanctions that may be suffered by the counterparties as a consequence of the
relevant transaction. In some instances, the terms of these indemnities are not explicitly defined. We, whenever possible, try to
limit this potential liability within the particular agreement or contract, but due to the unpredictability of future events the
maximum amount of any potential reimbursement cannot be reasonably estimated, but could have a material adverse effect on
the Company.
General Risk Factors
Our operating results and financial condition may fluctuate.
Our operating results and financial condition may fluctuate from quarter to quarter for a number of reasons. In addition,
our stock price can be volatile. The following events or occurrences, among others, could cause fluctuations in our financial
performance and/or stock price from period to period:
•
•
•
•
•
development and launch of new competitive products;
the timing and receipt of FDA and other regulatory approvals or lack of approvals;
costs related to business development transactions;
changes in the amount we spend to promote our products;
delays between our expenditures to acquire new products, technologies or businesses and the generation of
revenues from those acquired products, technologies or businesses;
changes in treatment practices of physicians that currently prescribe certain of our products;
increases in the cost of raw materials used to manufacture our products;
FDA or other regulatory actions relating to our manufacturers or suppliers;
•
•
•
• manufacturing and supply interruptions;
our responses to price competition;
•
new legislation that would control or regulate the prices of drugs;
•
a protracted and wide-ranging trade conflict between the United States and China;
•
expenditures as a result of legal actions (and settlements thereof), including the defense of our patents and other
•
intellectual property;
• market acceptance of our products;
•
•
•
•
•
•
•
the timing of wholesaler and distributor purchases and success of our wholesaler and distributor arrangements;
general economic and industry conditions, including potential fluctuations in interest rates;
changes in seasonality of demand for certain of our products;
foreign currency exchange rate fluctuations;
changes to, or the confidence in, our business strategy;
changes to, or the confidence in, our management; and
expectations for future growth.
As a result, quarter-to-quarter comparisons of results from operations, or any other similar period-to-period comparisons,
may not be reliable indicators of our future performance. In any quarterly period, our results may be below the expectations of
market analysts and investors, which could cause the market value of our common shares and/or debt securities to decline.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We own and lease a number of important properties. Our headquarters and one of our manufacturing facilities are located
in Laval, Quebec. We own several manufacturing facilities throughout the U.S. We also own or have an interest in
manufacturing plants or other properties outside the U.S., including in Canada, Mexico, and certain countries in Europe, North
Africa, Asia and South America.
We consider our facilities to be in satisfactory condition and suitable for their intended use, although some limited
investments to improve our manufacturing and other related facilities are contemplated, based on the needs and requirements of
our business. Our administrative, marketing, research/laboratory, distribution and warehousing facilities are located in various
parts of the world. We co-locate our R&D activities with our manufacturing at the plant level in a number of facilities. Our
45
scientists, engineers, quality assurance/quality control professionals and manufacturing technicians work side-by-side in
designing and manufacturing products that fit the needs and requirements of our customers, regulators and business units.
We believe that we have sufficient facilities to conduct our operations during 2021. Our facilities in aggregate are over
10 million square feet and include, among others, the following list of principal properties by segment:
Location
Corporate & Administration
Laval, Quebec, Canada
Bridgewater, New Jersey(1)
Bausch + Lomb/International
Corporate headquarters, R&D, manufacturing and warehouse facility
Administration
Purpose
Owned
or
Leased
Approximate
Square
Footage
Rochester, New York
Offices, R&D and manufacturing facility
San Juan del Rio, Mexico
El Obour City, Egypt(2)
Jelenia Gora, Poland
Offices and manufacturing facility
Offices, R&D, manufacturing and warehouse facility
Offices, R&D, manufacturing and warehouse facility
Waterford, Ireland
R&D and manufacturing facility
Woodruff, South Carolina
Distribution facility
Jinan, China
Rzeszow, Poland
Berlin, Germany
Offices and manufacturing facility
Offices, R&D, manufacturing and warehouse facility
Manufacturing, distribution and office facility
Greenville, South Carolina
Manufacturing and distribution facility
Chattanooga, Tennessee
Distribution facility
Aubenas, France
Macherio, Italy
Beijing, China
Salix
Offices, manufacturing and warehouse facility
Offices, R&D, manufacturing and warehouse facility
Warehouse facility and distribution
Owned
Leased
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Owned
338,000
310,000
953,000
853,000
630,000
521,000
500,000
432,000
418,000
380,000
339,000
314,000
240,000
148,000
119,000
97,000
Steinbach, Manitoba, Canada
Offices, manufacturing and warehouse facility
Owned
241,000
____________________________________
(1) — A lease for a second building in Bridgewater, New Jersey was signed in 2015 and was not included in the square footage shown in the table above as the
Company never occupied the second building. In 2016, the Company concluded that it would not occupy the second building and recognized the appropriate
charge for all future rents due, net of the anticipated sub-let income associated with the second building.
(2) — This property is part of a business within our Bausch + Lomb/International segment business which, as of December 31, 2020, is classified as held for
sale. See Note 3, "ACQUISITIONS, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE" to our audited Consolidated Financial Statements for
additional information.
Item 3. Legal Proceedings
See Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements for details on legal
proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
46
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common shares are traded on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange
(“TSX”) under the symbol “BHC”.
Market Price Volatility of Common Shares
Market prices for the securities of pharmaceutical, medical devices and biotechnology companies, including our
securities, have historically been highly volatile, and the market has experienced significant price and volume fluctuations that
are unrelated to the operating performance of particular companies. Factors such as fluctuations in our operating results, the
aftermath of public announcements by us or by others about us, changes in our executive management, changes in our business
strategy, concern as to the safety of drugs and medical devices, the commencement or outcome of legal or governmental
proceedings, changes in our ability to access credit markets, changes in the cost of capital, investigations or inquiries, and
general market conditions can have an adverse effect on the market price of our common shares and other securities. For
example, during 2015 and 2016, we experienced significant fluctuations and decreases in the market price of our common
shares as a result of, among other things, legal and governmental proceedings and investigations with respect to certain of our
distribution, marketing, pricing, disclosure and accounting practices, rising interest rates and certain public allegations made by
short sellers and other third parties relating to certain of these matters. See Item 1A. “Risk Factors” of this Form 10-K for
additional information.
Holders
The approximate number of holders of record of our common shares as of February 18, 2021 was 1,834.
47
Performance Graph
The following performance graphs compare the cumulative total return on a $100 investment on December 31, 2015 and
December 31, 2016, assuming reinvestment of all dividends, in: (i) our common shares, (ii) the S&P 500 Index, (iii) the S&P/
TSX Composite Index and (iv) a composite peer group of 11 major U.S. based pharmaceutical companies for the four and five
years ended December 31, 2020. The composite peer group of 11 major U.S. based pharmaceutical companies consists of
Alexion Pharmaceuticals Inc, Amgen Inc, Biogen Inc, Bristol-Myers Squibb Co, Eli Lilly And Co, Endo International Plc, Jazz
Pharmaceuticals Plc, Mallinckrodt Plc, Perrigo Company Plc, United Therapeutics Corp and Zoetis Inc.
Five Year Performance - Cumulative total return on a $100 investment on December 31, 2015
Bausch Health Companies Inc.
S&P 500
S&P/TSX Composite
Peer Group
2015
$100
$100
$100
$100
As of December 31,
2016
$14
$112
$121
$85
2017
$20
$136
$132
$98
2018
$18
$130
$120
$105
2019
$29
$171
$148
$128
2020
$20
$203
$156
$140
48
Prior to 2016, the Company completed a series of mergers and acquisitions, which, at the time, were in-line with the
Company's strategy for growth. However, in response to changing business dynamics within our Company, we recognized the
need to change our focus in order to build a world-class health organization. To do so, in 2016, we retained a new executive
team, which, in 2017, implemented a multi-year plan to stabilize, turnaround and transform our Company. The performance
graph below of cumulative total return as of December 31, 2016 is provided to coincide with the implementation of the
Company's turnaround strategies in 2017 to focus on our core businesses, eye-health, GI and dermatology.
Four Year Performance - Cumulative total return on a $100 investment on December 31, 2016
Bausch Health Companies Inc.
S&P 500
S&P/TSX Composite
Peer Group
Dividends
As of December 31,
2016
$100
$100
$100
$100
2017
$143
$122
$109
$115
2018
$127
$116
$99
$123
2019
$206
$153
$122
$149
2020
$143
$181
$129
$164
No dividends were declared or paid in 2020, 2019 or 2018. While our Board of Directors will review our dividend policy
periodically, we currently do not intend to pay any cash dividends in the foreseeable future. In addition, our Restated Credit
Agreement and indentures include restrictions on the payment of dividends. See Note 10, "FINANCING ARRANGEMENTS"
to our audited Consolidated Financial Statements for further details regarding these restrictions.
49
Restrictions on Share Ownership by Non-Canadians
There are no limitations under the laws of Canada or in our organizational documents on the right of foreigners to hold or
vote securities of our Company, except that the Investment Canada Act (Canada) (the “Investment Canada Act”) may require
review and approval by the Minister of Innovation, Science and Economic Development (Canada) (the “Minister”) of an
acquisition of “control” of our Company by a “non-Canadian”.
Investment Canada Act
An acquisition of control of a Canadian business by a non-Canadian is either reviewable (a “Reviewable Transaction”), in
which case it is subject to both a reporting obligation and an approval process, or notifiable, in which case it is subject to only a
reporting obligation. In the case of a Reviewable Transaction, the non-Canadian acquirer must submit an application for review
with the prescribed information. The Minister is then required to determine whether the Reviewable Transaction is likely to be
of net benefit to Canada, taking into account the assessment factors specified in the Investment Canada Act and any written
undertakings that may have been given by the non-Canadian acquirer.
The Investment Canada Act provides that any investment by a non-Canadian in a Canadian business, even where control
has not been acquired, can be reviewed on grounds of whether it may be injurious to national security. Where an investment is
determined to be injurious to national security, Cabinet can prohibit closing or, if closed, can order the investor to divest
control. Short of a prohibition or divestment order, Cabinet can impose terms or conditions on the investment or can require the
investor to provide binding undertakings to remove the national security concern.
Competition Act
Part IX of the Competition Act (Canada) (the “Competition Act”) requires that a pre-merger notification filing be
submitted to the Commissioner of Competition (the “Commissioner”) in respect of certain classes of merger transactions that
exceed certain prescribed thresholds. If a proposed transaction exceeds such thresholds, subject to certain exceptions, the
notification filing must be submitted to the Commissioner and the statutory waiting period must expire or be terminated early or
waived by the Commissioner before the transaction can be completed.
All mergers, regardless of whether they are subject to Part IX of the Competition Act, are subject to the substantive
mergers provisions under Section 92 of the Competition Act. In particular, the Commissioner may challenge a transaction
before the Competition Tribunal where the transaction prevents or lessens, or is likely to prevent or lessen, competition
substantially in a market. The Commissioner may not make an application to the Competition Tribunal under Section 92 of the
Competition Act more than one year after the merger has been substantially completed.
Exchange Controls
Canada has no system of exchange controls. There are no Canadian exchange restrictions on the repatriation of capital or
earnings of a Canadian public company to non-resident investors. There are no Canadian exchange restrictions affecting the
remittance of dividends, profits, interest, royalties and other payments to non-resident holders of our securities.
Taxation
Canadian Federal Income Taxation
The following discussion is a summary of the principal Canadian federal income tax considerations generally applicable
to a holder of our common shares who, at all relevant times, for purposes of the Income Tax Act (Canada) and the Income Tax
Regulations (collectively, the “Canadian Tax Act”) deals at arm’s-length with, and is not affiliated with, our Company,
beneficially owns its common shares as capital property, does not use or hold and is not deemed to use or hold such common
shares in carrying on a business in Canada, does not with respect to common shares enter into a “derivative forward agreement”
as defined in the Canadian Tax Act, and who, at all relevant times, for purposes of the application of the Canadian Tax Act and
the Canada-U.S. Income Tax Convention (1980, as amended) (the “U.S. Treaty”), is resident in the U.S., is not, and is not
deemed to be, resident in Canada and is eligible for benefits under the U.S. Treaty (a “U.S. Holder”). Special rules, which are
not discussed in the summary, may apply to a non-resident holder that is an insurer that carries on an insurance business in
Canada and elsewhere or that is an “authorized foreign bank” as defined in the Canadian Tax Act.
The U.S. Treaty includes limitation on benefits rules that restrict the ability of certain persons who are resident in the
U.S. to claim any or all benefits under the U.S. Treaty. Furthermore, limited liability companies (“LLCs”) that are not taxed as
corporations pursuant to the provisions of the U.S. Internal Revenue Code of 1986, as amended do not generally qualify as
resident in the U.S. for purposes of the U.S. Treaty. Under the U.S. Treaty, a resident of the U.S. who is a member of such
an LLC and is otherwise eligible for benefits under the U.S. Treaty may generally be entitled to claim benefits under the
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U.S. Treaty in respect of income, profits or gains derived through the LLC. Residents of the U.S. should consult their own tax
advisors with respect to their eligibility for benefits under the U.S. Treaty, having regard to these rules.
This summary is based upon the current provisions of the U.S. Treaty and the Canadian Tax Act and our understanding of
the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date
hereof. This summary takes into account all specific proposals to amend the U.S. Treaty and the Canadian Tax Act publicly
announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. This summary does not otherwise take
into account or anticipate changes in law or administrative policies and assessing practices, whether by judicial, regulatory,
administrative or legislative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or
considerations, which may differ from those discussed herein.
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax
advice generally or to any particular holder. Holders should consult their own tax advisors with respect to their own
particular circumstances.
Gains on Disposition of Common Shares
In general, a U.S. Holder will not be subject to tax under the Canadian Tax Act on capital gains arising on the disposition
of such holder’s common shares unless the common shares are “taxable Canadian property” to the U.S. Holder and are not
“treaty-protected property”.
As long as the common shares are then listed on a “designated stock exchange”, which currently includes the NYSE and
TSX, the common shares generally will not constitute taxable Canadian property of a U.S. Holder, unless: (a) at any time
during the 60-month period preceding the disposition, the U.S. Holder, persons not dealing at arm’s length with such
U.S. Holder or the U.S. Holder together with all such persons, owned 25% or more of the issued shares of any class or series of
the capital stock of the Company and (b) more than 50% of the fair market value of the common shares was derived, directly or
indirectly, from any combination of: (i) real or immoveable property situated in Canada, (ii) “Canadian resource
property” (as such term is defined in the Canadian Tax Act), (iii) “timber resource property” (as such term is defined in the
Canadian Tax Act) or (iv) options in respect of, or interests in, or for civil law rights in, any such properties whether or not the
property exists or the common shares are otherwise deemed to be taxable Canadian property.
Common shares will be treaty-protected property where the U.S. Holder is exempt from income tax under the Canadian
Tax Act on the disposition of common shares because of the U.S. Treaty. Common shares owned by a U.S. Holder will
generally be treaty-protected property where the value of the common shares is not derived principally from real property
situated in Canada, as defined in the U.S. Treaty.
Dividends on Common Shares
Dividends paid or credited on the common shares or deemed to be paid or credited on the common shares to a
U.S. Holder that is the beneficial owner of such dividends will generally be subject to non-resident withholding tax under the
Canadian Tax Act and the U.S. Treaty at the rate of: (a) 5% of the amounts paid or credited if the U.S. Holder is a company that
owns (or is deemed to own) at least 10% of our voting stock or (b) 15% of the amounts paid or credited in all other cases. The
rate of withholding under the Canadian Tax Act in respect of dividends paid to non-residents of Canada is 25% where no tax
treaty applies.
Securities Authorized for Issuance under Equity Compensation Plans
Information required under this Item will be included in our definitive proxy statement for the 2021 Annual Meeting of
Shareholders expected to be filed with the SEC no later than 120 days after the end of the fiscal year covered by this Form 10-K
(the “2021 Proxy Statement”), and such required information is incorporated herein by reference.
Purchases of Equity Securities by the Company and Affiliated Purchases
There were no purchases of equity securities by the Company during the fourth quarter of the year ended December 31,
2020.
Item 6. Selected Financial Data
Not applicable.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been updated
through February 24, 2021 and should be read in conjunction with the audited Consolidated Financial Statements and the
related notes thereto included elsewhere in this Annual Report on Form 10-K. The matters discussed in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” contain certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and that may be forward-looking information within the meaning defined under applicable Canadian securities
laws (collectively, “Forward-Looking Statements”). See “Forward-Looking Statements” at the end of this discussion.
Additional company information, including this Form 10-K, is available on SEDAR at www.sedar.com and on the
U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov. All currency amounts are expressed in
U.S. dollars, unless otherwise noted.
OVERVIEW
Bausch Health Companies Inc. (“we”, “us”, “our” or the “Company”) is a global company whose mission is to improve
people’s lives with our health care products. We develop, manufacture and market, primarily in the therapeutic areas of eye-
health, gastroenterology (“GI”) and dermatology, a broad range of: (i) branded pharmaceuticals, (ii) generic and branded
generic pharmaceuticals, (iii) over-the-counter (“OTC”) products and (iv) medical devices (contact lenses, intraocular lenses,
ophthalmic surgical equipment and aesthetics devices), which are marketed directly or indirectly in approximately 100
countries.
We generated revenues for 2020, 2019 and 2018, of $8,027 million, $8,601 million and $8,380 million, respectively. Our
portfolio of products falls into four operating and reportable segments: (i) Bausch + Lomb/International, (ii) Salix, (iii) Ortho
Dermatologics and (iv) Diversified Products.
•
•
•
•
The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC
products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision
Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales
in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products,
branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products.
The Salix segment consists of sales in the U.S. of GI products.
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products
and (ii) global sales of Solta medical aesthetic devices.
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of
neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products.
For additional discussion of our reportable segments, see the discussion in Item 1. "Business — Segment Information"
and Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for further details on these
reportable segments.
As discussed further below, on August 6, 2020, the Company announced that it intends to separate its eye-health business
into an independent publicly traded entity from the remainder of Bausch Health Companies Inc. (the “Separation”). In
connection with the Separation, the Company expects to realign and begin managing its operations in a manner consistent with
the organizational structure of the two separate entities as proposed by the Separation during the first quarter of 2021.
Our Focus on Value
In 2016, we retained a new executive team which implemented a multi-year plan designed to transform and bring out
value in our Company. The multi-year plan increased our focus on, among other factors, our: product portfolio, infrastructure,
geographic footprint, capital structure and risk management. Since that time, we have been executing and continue to execute
on our commitments to transform the Company and generate value. Under the multi-year plan, we have taken the following
actions, among others:
•
divested non-core assets in order to narrow the Company's activities to our core businesses where we believe we have
an existing and sustainable competitive edge and the ability to generate operational efficiencies. To date we received
approximately $3,500 million in net proceeds from these divestitures;
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• made strategic investments in our core businesses in order to support recent revenue growth and prepare for
additional growth opportunities we plan to capitalize on for our core businesses;
• made measurable progress in improving our capital structure as we have repaid over $8,600 million in debt
obligations (net of additional borrowings, amounts refinanced and excluding the $1,210 million financing of the U.S.
Securities Litigation settlement discussed below) during the period January 1, 2016 through the date of this filing
using the proceeds from the divestiture of non-core assets, cash generated from our operations and improved working
capital management; and
•
resolved many of the Company's legacy litigation matters originating back to 2015 and prior, including the most
significant legacy legal matter, the U.S. Securities Litigation settlement discussed below, significantly reducing
related possible disruptions and other uncertainties to our operations.
We believe that these and other positive actions we have taken to transform our Company, have properly focused our
operations and improved our capital structure, and we also believe that, as a result of such actions, we are now presented with
an opportunity to unlock additional value across our portfolio of assets by creating two highly attractive but dissimilar
businesses.
Separation of the Bausch + Lomb Eye-Health Business
On August 6, 2020, we announced that we intend to separate our eye-health business into an independent publicly traded
entity (“Bausch + Lomb”) from the remainder of Bausch Health Companies Inc. The Separation will establish two separate
companies that include:
•
•
a fully integrated, pure play eye-health company built on the iconic Bausch + Lomb brand and long history of
innovation; and
a diversified pharmaceutical company with leading positions in gastroenterology, aesthetics/dermatology, neurology
and international pharmaceuticals.
The Bausch + Lomb entity will consist of the Company's Bausch + Lomb Global Vision Care, Global Surgical, Global
Consumer and Global Ophthalmology Rx businesses. The remaining pharmaceutical entity will comprise a diversified portfolio
of our leading durable brands across the Salix, International Rx, Solta, neurology and medical dermatology businesses. We
believe the Separation will unlock value across the two post-separation entities and create two highly attractive but dissimilar
businesses.
As separate entities, management believes that each company will be better positioned to individually focus on its core
businesses to drive additional growth, more effectively allocate capital and best manage its respective capital needs. Further,
the Separation allows us and the market to compare the operating results of each entity with other “pure play” peer companies.
Although management believes the Separation will bring out additional value, there can be no assurance that it will be
successful in doing so. In connection with the Separation, we expect to realign and begin managing our operations in a manner
consistent with the organizational structure of the two separate entities as proposed by the Separation during the first quarter of
2021. Accordingly, we expect to begin reporting our segment results to reflect the proposed realignment of our operating
segments on a retrospective basis beginning with our first quarter of 2021.
We are in the process of addressing the organization, structure and pro forma capitalizations of the two entities post-
separation. Based on our assessment, we believe that, by the end of 2021, we will be able to address the organizational matters
and regulatory requirements needed to operate the businesses separately and put the Bausch + Lomb entity in position to
become an independent publicly traded company. Management is also considering the form of the Separation and exploring a
number of alternative capitalization structures in order to properly capitalize the entities post-separation. Although a public
offering of a portion of the Bausch + Lomb business is among the alternate capital structures being considered, this Form 10-K
does not constitute an offer of any securities of Bausch + Lomb for sale. There are considerations, approvals and conditions that
will determine the ultimate timing and structure of this transaction, including regulatory approvals, final approval by our board
of directors, any shareholder vote requirements that may be applicable, compliance with U.S. and Canadian securities laws and
stock exchange rules, receipt of any applicable opinions and/or rulings with respect to the Canadian and U.S. federal income tax
treatment of such transaction and determination of the pro forma capitalizations of the two entities. The failure to satisfy all of
the required conditions could delay the completion of this transaction for a significant period of time or prevent it from
occurring at all.
See Item 1A. “Risk Factors — Risk Relating to the Separation” of this Form 10-K for additional risks relating to the
Separation.
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Impacts of COVID-19 Pandemic
In December 2019, a novel strain of the coronavirus disease, COVID-19, was identified in Wuhan, China. Since then,
COVID-19 has spread to other parts of the world, including the United States, Canada and Europe, and was declared a global
pandemic by the World Health Organization (the "WHO") on March 11, 2020. As a global health care company, now more than
ever, we remain focused on our mission of helping to improve people’s lives with our health care products.
The unprecedented nature of the COVID-19 pandemic has adversely impacted the global economy. The COVID-19
pandemic and the rapidly evolving reactions of governments, private sector participants and the public in an effort to contain
the spread of the COVID-19 virus and/or address its impacts have intensified and have had significant direct and indirect effects
on businesses and commerce. This includes, but is not limited to, disruption to supply chains, employee base and transactional
activity, facilities closures and production suspensions. The COVID-19 pandemic has also significantly increased demand for
certain goods and services, such as pandemic-related medical services and supplies, alongside decreased demand for others,
such as retail, hospitality, elective medical procedures and travel.
As the global economic landscape changes, there is a wide range of possible outcomes regarding the nature and timing of
events related to the COVID-19 pandemic, each of which are highly dependent on variables that are difficult to predict.
Developments, including the ultimate geographic spread and duration of the pandemic, the extent and duration of a resurgence,
if any, new information concerning the severity of the COVID-19 virus, the effectiveness and intensity of measures to contain
the COVID-19 virus, the availability and effectiveness of vaccines for the COVID-19 virus and the economic impact of the
pandemic and the reactions to it, could have a significant adverse effect on our business, development programs, financial
condition, cash flows and results of operations. The extent of these developments and the related impacts are highly uncertain
and many are outside the Company's control.
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. As a result of our assessment, we immediately initiated profit
protection measures to manage and reduce operating expenses and preserve cash during the COVID-19 pandemic. We have
also taken actions to manage the level of our investment in support of certain existing products, anticipated launches and the
expansion of our sales footprint in Europe. Postponing these investments may impact the extent and timing in achieving our
longer-term forecasts for certain business units, however, we believe these actions will not have a material impact on the
underlying value of the related businesses or their associated assets.
We are and will continue to closely monitor the impacts of the COVID-19 pandemic and related responses from
governments and private sector participants on the Company, our customers, supply chain, third-party suppliers, project
development timelines, costs, revenue, margins, liquidity and financial condition and our planned actions and responses to this
pandemic.
We believe we have responded quickly to the human and commercial challenges brought on by the COVID-19 pandemic
and that our early actions have, so far, enabled us to keep our employees safe and our supply lines largely intact and we believe
these actions have laid the foundation for us to work our way through the uncertainties to come. Importantly, we believe that
the steps we took over the last several years to manage our capital structure place us in a strong position to maintain sufficient
liquidity to continue operations through an extended pandemic and we believe that our businesses will not see their long-term
value diminished by this unprecedented situation.
Our Employees
Our employees' health, safety, and wellness are important to us. With the COVID-19 outbreak, a focus in 2020 was
protecting the health and safety of our employees and their families. We broadened our existing remote work policies to enable
our global employees to work from home wherever possible. In circumstances where remote work was not possible (such as at
our manufacturing and distribution facilities) we implemented safety measures to ensure we prevented the spread of COVID-19
in the workplace, such as mandatory face coverings, social distancing, hand hygiene, plexiglass barriers, limited face-to-face
meetings and other procedures as prescribed by global public health organizations, such as the WHO and U.S. Centers for
Disease Control and Prevention. We also provided resources for our employees specifically in response to COVID-19,
including launching a website – Collaborating in the New Normal – to help our employees encourage each other, lead with
empathy and adapt as we navigate these unprecedented times.
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Our Supply Chain and Manufacturing Facilities
Our objective is to maintain the uninterrupted availability of our products to meet the needs of patients, consumers and
our customers. Business continuity plans and site-level biosecurity procedures are in place to ensure the well-being of our
employees while we work to maintain the integrity of our supply chain. We have been successful in keeping our manufacturing
facilities operational, although, due to shelter-in-place orders, our facilities in Milan and China were forced to temporarily close
in March and April of 2020. These facilities were closed for only a short period of time and were immediately and continually
operational once the shelter-in-place orders in the respective geographies were lifted.
As of the date of this filing, we have not experienced any disruption in our supply chain that would have a material
impact on our results or operations. Our global supply chain team worked diligently to stay ahead of the challenges presented
by the COVID-19 pandemic once it appeared in Asia. Although we have put in place procedures to mitigate the risks associated
with closures and disruptions at our manufacturing facilities, the COVID-19 pandemic has had an impact on our inventory
levels and the manner in which we manage our inventories. From time to time during 2020, our inventory levels were higher
than usual as a result of: (i) lower demand across multiple business units due to COVID-19 pandemic related matters, (ii)
securing additional quantities of active pharmaceutical ingredients ("API") for our Xifaxan® products from our suppliers in Italy
in contemplation of potential supply disruptions in that region, (iii) securing additional quantities of API for our Trulance®
products which have longer procurement times and higher costs and (iv) the acquisition of additional quantities of certain
products that were at the lower end of their optimal levels at December 31, 2019. During our third and fourth quarters, we
continued to manage our inventory levels and effectively reduced our inventory levels to be in line with our pre-pandemic
inventory levels as of December 31, 2020.
We have dual sources of API and intermediates for many of our products, the availability of which has not had, and at
this time we do not expect will have, a material impact on our supply chain. With respect to our largest product, Xifaxan®, as of
January 31, 2021, we have over four months’ supply of Xifaxan® finished goods on hand and enough API to manufacture
another seven months’ supply of Xifaxan® finished goods. We also have open orders for API for Xifaxan® that we currently
expect will arrive on schedule. However, if we were to experience a lack of availability of API for Xifaxan®, such disruption to
our supply chain could have a significant adverse effect on our business, financial condition and results of operations.
We continue to monitor the impacts of the COVID-19 pandemic and take the actions appropriate to regulate our
inventories at levels in line with the current supply and demand for our products. These actions have been effective at meeting
our objectives, and presuming there continues to be increased availability of effective vaccines and any resurgence of the
COVID-19 virus and variant strains thereof do not have a material adverse impact on efforts to contain the COVID-19 virus, we
believe we can maintain our inventories at their pre-pandemic levels during 2021. We will continue to monitor our inventories
and continue to take the appropriate actions and make the necessary adjustments to maintain the uninterrupted availability of
our products to meet the needs of patients, consumers and our customers.
Our Product Pipeline
Our leadership team actively manages the Company's product pipeline to identify what we believe are innovative and
realizable projects aligned with our core businesses that are expected to provide incremental and sustainable revenues and
growth. During the COVID-19 pandemic, our R&D team remains focused on meeting these objectives in a timely manner;
however, there are significant events and circumstances regarding the COVID-19 pandemic that may materially affect our R&D
team’s ability to do so, many of which are beyond the Company's control.
Due to the challenges of the COVID-19 pandemic, most notably those attributable to "stay at home" and travel
restrictions, certain of our R&D activities were forced to pause. Clinical trials that started prior to governmental shutdowns
remained enrolled and existing patients have progressed, while new patient enrollments were paused as most trial sites were not
able to accept new patients. However, during our third quarter of 2020, we saw the pace of new patient enrollments increase,
getting close to their pre-COVID-19 pandemic levels in the U.S., and as a result have not had to make material changes to our
development timelines.
We continue to monitor the timing and completion of our ongoing and anticipated clinical trial programs. As of the date
of this filing, the delays in our clinical trials have not had a material impact on our operating results; however, a resurgence of
the virus significant enough to necessitate reenacting certain social restrictions could result in unanticipated delays in our ability
to conduct new patient enrollments. Other possible COVID-19 pandemic and resurgence related challenges include, but are not
limited to, facility closures, delays by third-party service providers, deferrals of doctor visits, postponement of elective medical
procedures and surgeries and changes in prioritization by the FDA and other regulatory authorities. Delays, if any, caused by
the COVID-19 pandemic and a possible resurgence of the virus such as these and others will likely adversely affect the timely
approval, launch and commercialization and the commercial success of our products, particularly those in early stage clinical
trials, which could have a material adverse effect on our future operating results.
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Our Liquidity
Our primary sources of liquidity are our cash and cash equivalents, cash collected from customers, funds as available
from our revolving credit facility of $1,225 million due in June 2023 (the “2023 Revolving Credit Facility”), issuances of long-
term debt and issuances of equity and equity-linked securities. We believe these sources will be sufficient to meet our current
liquidity needs for at least twelve months from the date of issuance of this Form 10-K. Further, for the years ended December
31, 2020, 2019 and 2018, we generated positive cash from operations of $1,111 million, $1,501 million and $1,501 million,
respectively. Should our operating results during the COVID-19 pandemic materially suffer in comparison to our 2020, 2019
and 2018 operating results, we believe we would continue to generate sufficient cash flows from operations to meet our
obligations in the ordinary course of business.
We have no debt maturities or mandatory amortization payments until 2024. Additionally, we have no outstanding
borrowings, $104 million of issued and outstanding letters of credit and remaining availability of $1,121 million under our 2023
Revolving Credit Facility. In the event of a future, unexpected, need for near-term liquidity, our 2023 Revolving Credit Facility
would be a source of funding for us. After reviewing the terms of our Restated Credit Agreement and considering a broad range
of possible outcomes of the COVID-19 pandemic, we expect that we will have access to capital under our 2023 Revolving
Credit Facility across a broad range of scenarios in the event it is required.
See
this Item “— Liquidity and Capital Resources — Long-term Debt” and Note 10, "FINANCING
ARRANGEMENTS" to our audited Consolidated Financial Statements for additional discussion of these matters.
Our Operating Results
While we are taking actions to mitigate the impact of the COVID-19 pandemic on daily operations, the global response to
the pandemic has and is expected to impact our operating results until the impacts of the pandemic subside, the timing of which
is uncertain and may be dependent upon, among other matters, the availability and effectiveness of vaccines for the COVID-19
virus. The changing dynamics of the pandemic, related responses from governments and private sector participants and the
precautionary measures taken by our customers and the health care patients and consumers we serve, are expected to impact the
timing and amount of our revenues.
During the pandemic, the public has been advised to engage in certain "social restrictions" such as: (i) remaining at home
or shelter-in-place, (ii) limiting social interaction, (iii) closing non-essential businesses and (iv) postponing certain surgical and
elective medical procedures in order to prioritize/conserve available health care resources. During the three months ended
March 31, 2020, these factors negatively impacted, most notably, the revenues of the Company's Global Vision Care and
Global Surgical businesses in Asia where the COVID-19 pandemic originated. Beginning in March 2020, and throughout most
of the second quarter of 2020, the Company experienced steeper declines in these revenues and the revenues of other businesses
as social restrictions expanded worldwide, particularly in the U.S. and Europe. Social restrictions negatively impacted the
Company's revenues for contact lenses, intraocular lenses, medical devices, surgical systems and certain pre- and post-operative
eye-medications of its Global Ophtho Rx business, medical aesthetics and therapeutic products of its Global Solta business, and
certain branded pharmaceutical products of its Salix, Ortho Dermatologics and Dentistry businesses, as the offices of many
health care providers were closed and certain surgeries and elective medical procedures were deferred.
Our 2020 revenues were most negatively impacted during our second quarter by the social restrictions and other
precautionary measures taken in response to the COVID-19 pandemic. However, as governments began lifting social
restrictions, allowing offices of certain health care providers to reopen and certain surgeries and elective medical procedures to
proceed, the negative trend in the revenues of certain businesses began to level off and stabilize prior to our third quarter of
2020. Our revenues for the three months ended December 31, 2020 and 2019 were $2,213 million and $2,224 million,
respectively, a decrease of $11 million. This decrease of less than 1% represents a continuing improving trend over the
decreases in our year-over-year revenues for the three month periods ended June 30, 2020 and September 30, 2020 of 23% and
3%, respectively, and suggests that a recovery is underway. Presuming there continues to be increased availability of effective
vaccines and any resurgence of the COVID-19 virus and variant strains thereof do not have a material adverse impact on efforts
to contain the COVID-19 virus, the Company anticipates an ongoing, gradual global recovery from the significant
macroeconomic and health care impacts of the pandemic that occurred during the first-half of 2020 and anticipates that its
affected businesses could return to pre-pandemic levels during 2021. However, the rates of recovery for each business will vary
by geography and will be dependent upon, among other things, the availability and effectiveness of vaccines for the COVID-19
virus, government responses, rates of economic recovery, precautionary measures taken by patients and customers, the rate at
which remaining social restrictions are lifted and once lifted, the presumption that social restrictions will not be materially
reenacted in the event of a resurgence of the virus and other actions taken in response to the COVID-19 pandemic.
In the U.S., the recovery is progressing more quickly in our surgical, vision care and ophthalmology businesses, while our
consumer business has been less impacted by the COVID-19 pandemic than any of our other businesses. Although certain
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social restrictions were lifted in Europe and Asia during the summer, recovery in these regions has been more gradual, as
consumers have been slower to return to their pre-pandemic habits. Further, various geographies are reinstituting lockdowns or
partial lockdowns in response to resurgence of the original COVID-19 virus and as variant strains, possibly more contagious
than the original virus, have been identified. For instance, parts of Europe, such as England, Germany, France and Ireland, and
parts of Canada have already announced returns to lockdowns of various lengths and have enacted or are considering enacting
other social restrictions. In the U.S., variant strains of the virus have been identified and there has been a rise in the number of
daily average COVID-19 cases heading into 2021 which suggests a possible resurgence in the U.S. and could lead to new
lockdowns or other social restrictions.
As we monitor the direction and pace of the recovery in each business and geography, we are also continually monitoring
the effectiveness of the profit protection measures we initiated to manage and reduce our operating expenses and preserve cash
during the COVID-19 pandemic. These profit protection measures have been successful in expanding the profit margins in
many of our businesses as referenced in the discussion of our operating results to follow. As the pace of recovery in each
geography accelerates, we expect to allocate more resources to selling and other promotional activities to drive our return to
sustainable revenue and profit growth. Therefore, if the recovery continues, we expect our operating expenses to increase in
support of our existing products, product launches and products in development and expect to see our operating expenses in
2021 exceed our operating expenses in 2020 as a result.
We believe our diverse portfolio of durable products and strong brands has served us well through the COVID-19
pandemic and we continue to be well positioned to grow market share and return to growth as the world recovers. However,
this remains a very fluid situation and we continue to monitor the availability and effectiveness of vaccines and any resurgence
of the COVID-19 virus and variant strains thereof on our operations, business and primary goals. Given these circumstances,
we continue to focus on: (i) revising our go-to-market and sales force strategies to address the changing business dynamics
created by the COVID-19 pandemic, (ii) building out our e-commerce presence to enable us to reach customers in new ways,
(iii) investing in our key promoted brands and product launches to increase market share, (iv) optimizing our cost structure and
(v) looking for key trends in the market to meet changing consumer/patient needs and identify areas for investment and growth.
We believe focusing on these priorities will best enable us to effectively manage the changing business dynamics created by the
COVID-19 pandemic, best prepare us for a possible resurgence of the virus and any variant strains thereof and return us to
growth once the impacts of the COVID-19 pandemic substantially subside.
The changes in our segment revenues and segment profits, including the impacts of COVID-19 pandemic related matters
for the year ended December 31, 2020, are discussed in further detail in the respective subsequent sections “ — Reportable
Segment Revenues and Profits”.
The Company continually updates its near term forecasts for the changing facts and circumstances regarding the
COVID-19 pandemic and believes that its long-term forecasted cash flows are not materially impacted by COVID-19 pandemic
events and related factors. As more fully discussed in Note 8, "INTANGIBLE ASSETS AND GOODWILL" to our audited
Consolidated Financial Statements, as of December 31, 2020 the Company has not identified any impairments in connection
with the impacts of the COVID-19 pandemic. However, if market conditions further deteriorate, if facts and circumstances
regarding the COVID-19 pandemic escalate beyond management’s expectations, or if the Company is unable to execute its
strategies, it may be necessary to record impairment charges in the future and those charges can be material.
For a further discussion of these and other COVID-19 related risks, see Item 1A. "Risk Factors— Risk Relating to
COVID-19" of this Form 10-K.
Focus on Core Businesses
Our strategy is to focus our business on core therapeutic classes that offer attractive growth opportunities. Within our
chosen therapeutic classes, we prioritize durable products which we believe have the potential for strong operating margins and
evidence of growth opportunities. We believe this strategy has reduced complexity in our operations and maximizes the value
of our: (i) eye-health, (ii) GI and (iii) dermatology businesses, which collectively now represent a substantial portion of our
revenues. We have found and continue to believe there is significant opportunity in these businesses and we believe our existing
portfolio, commercial footprint and pipeline of product development projects position us to successfully compete in these
markets and provide us with the greatest opportunity to build value for our shareholders. We identify these businesses as
“core”, meaning that we believe we are best positioned to grow and develop them. In order to continue to focus on our core
businesses we have: (i) directed capital allocation to drive growth within our core businesses, (ii) made measurable progress in
effectively managing our capital structure, (iii) increased our efforts to improve patient access and (iv) continued to invest in
sustainable growth drivers to position us for long-term growth.
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Direct Capital Allocation to Drive Growth Within Our Core Businesses
Our capital allocation is driven by our long-term growth strategies. We have been aggressively allocating resources to
promote our core businesses globally through: (i) strategic acquisitions, (ii) research and development (“R&D”) investment,
(iii) strategic licensing agreements and (iv) strategic investments in our infrastructure. The outcome of this process allows us to
better drive value in our product portfolio and generate operational efficiencies.
Strategic Acquisitions
We remain very selective when considering any acquisition and pursue only those opportunities that we believe align
well with our current organization and strategic plan. We sometimes refer to these opportunities as "bolt on" acquisitions. In
being selective, we seek to enter into only those acquisitions that provide us with significant synergies with our existing
business, thereby minimizing risks to our core businesses and providing long-term growth opportunities. Recently, we have
entered into transactions that although not immediately impactful to our operating results, are expected to be accretive to our
bottom line in future years and contribute to our long-term growth strategies.
In September 2020, we entered into an agreement which provides the Company an option to acquire all ophthalmology
assets of Allegro Ophthalmics, LLC ("Allegro") (the "Option"), a privately held biopharmaceutical company focused on the
development of therapies that regulate integrin functions for the treatment of ocular diseases. Among the assets to be acquired,
if the Option is exercised, is the worldwide rights to risuteganib (Luminate®), Allegro's lead investigational compound in retina,
which is believed to simultaneously act on the angiogenic, inflammatory and mitochondrial metabolic pathways implicated in
diseases such as intermediate dry Age-related Macular Degeneration ("AMD"). A U.S. Phase 2a study with risuteganib in
intermediate dry AMD met its primary endpoint of vision recovery and Phase 3 testing is in the planning stages. We believe the
addition of the ophthalmic assets of Allegro would significantly enhance our comprehensive portfolio of products for AMD and
if approved, risuteganib may be the first treatment indicated to help reverse vision loss due to dry AMD and address a
significant unmet medical need affecting millions of people globally.
In March 2019, we completed the acquisition of certain assets of Synergy Pharmaceuticals Inc. (“Synergy”) whereby we
acquired the worldwide rights to the Trulance® (plecanatide) product, a once-daily tablet for adults with chronic idiopathic
constipation, or CIC, and irritable bowel syndrome with constipation, or IBS-C. We believe that the Trulance® product
complements our existing Salix products and allows us to effectively leverage our existing GI sales force.
In February 2019, we acquired the U.S. rights to EM-100 (an investigational preservative-free formulation eye drop) from
Eton Pharmaceuticals, Inc. On September 25, 2020, the Company announced that the FDA had approved Alaway® Preservative
Free (ketotifen fumarate) ophthalmic solution, 0.035%, antihistamine eye drops (EM-100) as the first over-the-counter (OTC)
preservative-free formulation eye drop approved to temporarily relieve itchy eyes due to pollen, ragweed, grass, animal hair and
dander. Alaway® Preservative Free was launched in February 2021 and is expected to complement our broad range of Bausch +
Lomb integrated eye-health products.
We are considering further acquisition opportunities within our core therapeutic areas, some of which could be material
in size.
R&D Investment
Our R&D expenses for 2020, 2019 and 2018, were $452 million, $471 million and $413 million, respectively, and was
approximately 6% as a percentage of revenue for 2020 and approximately 5% for 2019 and 2018. Our investment in R&D
reflects our commitment to drive organic growth through internal development of new products, a pillar of our strategy. We
continuously search for new product opportunities through internal development and strategic licensing agreements, that if
successful, will allow us to leverage our commercial footprint, particularly our sales force, and supplement our existing product
portfolio and address specific unmet needs in the market.
Our internal R&D organization focuses on the development of products through clinical trials. As of December 31, 2020,
approximately 1,300 dedicated R&D and quality assurance employees in 23 R&D facilities were involved in our R&D efforts
internally. We have approximately 200 projects in our global pipeline.
Certain core internal R&D projects that have received a significant portion of our R&D investment in current and prior
periods are listed below. However, due to the challenges of the COVID-19 pandemic, most notably those attributable to "stay at
home" and travel restrictions, certain of our R&D activities were forced to pause. Clinical trials that started prior to
governmental shutdowns remained enrolled and existing patients have progressed, while new patient enrollments were paused
as most trial sites were not able to accept new patients. However, during our third quarter of 2020, we saw the pace of new
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patient enrollments increase, getting close to their pre-COVID-19 pandemic levels in the U.S., and as a result have not had to
make material changes to our development timelines.
We continue to monitor the timing and completion of our ongoing and anticipated clinical trial programs. As of the date of
this filing, the delays in our clinical trials have not had a material impact on our operating results; however, a resurgence of the
virus significant enough to necessitate reenacting certain social restrictions could result in unanticipated delays in our ability to
conduct new patient enrollments. Other possible COVID-19 pandemic and resurgence related challenges include, but are not
limited to, facility closures, delays by third-party service providers, deferrals of doctor visits, postponement of elective medical
procedures and surgeries and changes in prioritization by the FDA and other regulatory authorities. Delays, if any, caused by
the COVID-19 pandemic and a possible resurgence of the virus such as these and others will likely adversely affect the timely
approval, launch and commercialization and the commercial success of our products, particularly those in early stage clinical
trials. As a result, our estimates regarding the timing and success of our R&D efforts (some of which are set out below),
including as it relates to study initiation, enrollment and completion, availability of study results, regulatory submissions,
regulatory approvals and commercial launches, may change.
Bausch + Lomb
• Bausch + Lomb ULTRA® for Astigmatism - A monthly planned replacement contact lens for astigmatic patients. The
Bausch + Lomb ULTRA® for Astigmatism lens was developed using the proprietary MoistureSeal® technology. In
addition, the Bausch + Lomb ULTRA® for Astigmatism lens integrates an OpticAlign® design engineered for lens
stability and to promote a successful wearing experience for the astigmatic patient. In 2017, we launched this product
and the extended power range for this product. In 2018, we launched the Bausch + Lomb ULTRA® for Astigmatism
-2.75 cylinder expanded SKU range.
• SiHy Daily - A silicone hydrogel daily disposable contact lens designed to provide clear vision throughout the day. In
September 2018, we launched SiHy Daily in Japan under the branded name AQUALOX™ ONE DAY. In August
2020, we launched SiHy Daily in the U.S. under the branded name Bausch + Lomb INFUSE™ SiHy Daily Disposable
contact lens. In the fourth quarter of 2020, SiHy Daily was launched in Australia, Hong Kong and Canada under the
branded name Ultra® ONE DAY. SiHy Daily has also received regulatory approval for New Zealand, South Korea,
Singapore and Malaysia, where it will be branded as Ultra® ONE DAY.
• Lumify® (brimonidine tartrate ophthalmic solution, 0.025%) - An OTC eye drop developed as an ocular redness
reliever. We launched this product in May 2018. Currently, we have several line extensions under development and
expect Phase 3 clinical studies to commence in 2021.
• Biotrue® ONEday for Astigmatism - A daily disposable contact lens for astigmatic patients. The Biotrue® ONEday
contact lens incorporates Surface Active Technology™ to provide a dehydration barrier. The Biotrue® ONEday for
Astigmatism also includes evolved peri-ballast geometry to deliver stability and comfort for the astigmatic patient. We
launched this product in December 2016 and launched an extended power range and further extended power ranges in
2017, 2018, 2019 and July 2020.
• New Ophthalmic Viscosurgical Device ("OVD") product - With a formulation to protect corneal endothelium during
phacoemulsification process during a cataract surgery and to help chamber maintenance and lubrication during
interocular lens delivery. In January 2020, we commenced an FDA clinical study for cohesive OVD. The clinical
study has now achieved its enrollment target, despite COVID-19 slowdowns, and we expect results in the fourth
quarter of 2021. In April 2020, we filed a Premarket Approval application for the dispersive OVD with the FDA.
• Lotemax® SM (loteprednol etabonate ophthalmic gel) 0.38% - A new formulation for the treatment of post-operative
inflammation and pain following ocular surgery. Lotemax® SM is the lowest concentrated loteprednol ophthalmic
corticosteroid indicated for the treatment of post-operative inflammation and pain following ocular surgery in the U.S.
We launched this product in April 2019.
•
enVista® Trifocal intraocular lens - An innovative lens design. We initiated an investigative device exemption study
for this product in May 2018 and initiated the last phase of this three phase study in the fourth quarter of 2020.
• SimplifEYE™ preloaded intraocular lens injector platform for enVista interocular lens - We have received approvals
from the European Union and Canada and received FDA clearance for the injector and launched this platform in
October 2020.
• Extended depth of focus intraocular lens - Currently under development, however, the timing and completion of which
has been delayed due to COVID-19 pandemic related matters. Once developed and if approved, we anticipate that this
product could be launched in the second half of 2021.
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• Bausch + Lomb ULTRA® monthly silicone hydrogel lens - Specifically designed to address the lifestyle and vision
needs of patients with MoistureSeal® technology which maintains 95% of contact lens moisture for a full 16 hours. In
the second quarter of 2020, Bausch + Lomb ULTRA® received a seven day extended wear indication approval from
the European Union and received regulatory approval from the National Medical Products Administration in China.
• Bausch + Lomb ULTRA® Multifocal for Astigmatism contact lens - The first and only multifocal toric lens available
as a standard offering in the eye care professional's fit set. The new monthly silicone hydrogel lens, which was
specifically designed to address the lifestyle and vision needs of patients with both astigmatism and presbyopia,
combines the Company's unique 3-Zone Progressive™ multifocal design with the stability of its OpticAlign® toric with
MoistureSeal® technology to provide eye care professionals and their patients an advanced contact lens technology that
offers the convenience of same-day fitting during the initial lens exam. Bausch + Lomb ULTRA® Multifocal for
Astigmatism was launched in June 2019 and received European Union regulatory approval in the second quarter of
2020.
• Renu® Advanced Multi-Purpose Solution (“MPS”) - Contains a triple disinfectant system that kills 99.9% of germs,
and has a dual surfactant system that provides up to 20 hours of moisture. Renu® Advanced MPS is FDA cleared with
indications for use to condition, clean, remove protein, disinfectant, rinse and store soft contact lenses including those
composed of silicone hydrogels. Renu® Advanced MPS has gained regulatory approvals in Korea, India, Mexico,
Indonesia, Malaysia, Singapore and, during the second quarter of 2020, the European Union.
• Custom soft contact lens (Ultra Buttons) - A latheable silicone hydrogel button for custom soft specialty lenses
including; Sphere, Toric, Multifocal, Toric Multifocal and irregular corneas. This project has been placed on hold as
we reprioritize other projects in our pipeline.
• Zen™ Multifocal Scleral Lens for presbyopia - In January 2019, we launched this product exclusively available with
Zenlens™ and Zen™ RC scleral lenses and will allow eye care professionals to fit presbyopic patients with irregular and
regular corneas and those with ocular surface disease, such as dry eye. The Zen™ Multifocal Scleral Lens incorporates
decentered optics, enabling the near power to be positioned over the visual axis.
• Tangible® Hydra-PEG® - A high-water polymer coating that is bonded to the surface of a contact lens and designed to
address contact lens discomfort and dry eye. We launched this product in March 2019. Tangible® Hydra-PEG® coating
technology in combination with our Boston® materials and Zenlens™ family of scleral lenses will help eye care
professionals provide a better lens wearing experience for their patients with challenging vision needs.
Gastrointestinal
• Rifaximin - Top line results from a Phase 2 study for the treatment of overt hepatic encephalopathy with a new
formulation (SSD IR) of rifaximin showed a treatment benefit. Patients receiving 40 mg twice daily showed a
statistically significant separation from placebo. The top line results from this Phase 2 study will help inform further
research on potential new indications for rifaximin; this will include the commencement of a Phase 3 study (RED-C)
in 2021 to seek an indication for the prevention of the first episode of Hepatic Encephalopathy. A separate new
formulation is planned to be studied for the treatment of sickle cell anemia which rifaximin recently received orphan
drug designation for and for which clinical trials are expected to commence in 2021.
• Rifaximin - Commencement of a Phase 2 study to evaluate rifaximin for the treatment of small intestinal bacterial
overgrowth or SIBO remains pending results from a new formulation study expected to be available in first half 2021.
Development of a fit for purpose Patient Reported Outcomes tool for small intestinal bacterial overgrowth (SIBO is
continuing in 2021.
• Rifaximin - We have entered into an agreement with Cedars Sinai Medical Center to evaluate a new formulation of
rifaximin for the treatment of IBS-D. Two preclinical studies have been completed. A Proof of Concept study that was
paused due to COVID-19 pandemic related factors has recommenced.
• Rifaximin - Our partner Alfasigma S.p.A. ("Alfasigma") is planning a Phase 2/3 study for the treatment of
postoperative Crohn's disease using a novel rifaximin extended release formulation.
• Envive™ - We developed a probiotic supplement to address gastrointestinal disturbances. We launched this product in
October 2020.
• Amiselimod (S1P modulator) - We are preparing to initiate a Phase 2 study to evaluate Amiselimod (S1P modulator)
for the treatment of mild to moderate Ulcerative Colitis. We anticipate the clinical trial to commence in the first half of
2021.
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Dermatology
• Duobrii® - The first and only topical lotion that contains a unique combination of halobetasol propionate and
tazarotene for the treatment of plaque psoriasis in adults. Halobetasol propionate and tazarotene are each approved to
treat plaque psoriasis when used separately, but the duration of halobetasol propionate is limited by FDA labeling
constraints and the use of tazarotene can be limited due to tolerability concerns. However, the combination of these
ingredients in Duobrii®, with a dual mechanism of action, allows for expanded duration of use, with reduced adverse
events. We launched this product in June 2019.
• Arazlo® (tazarotene) Lotion, 0.045% (formerly IDP-123) - An acne product containing lower concentration of
tazarotene in a lotion form to help reduce irritation while maintaining efficacy. We launched this product in June 2020.
•
•
Internal Development Project ("IDP") 120 - An acne product with a fixed combination of mutually incompatible
ingredients: benzoyl peroxide and tretinoin. Phase 3 clinical studies have been completed and met the primary
endpoints. We are currently evaluating next steps for this project.
IDP-126 - An acne product with a fixed combination of benzoyl peroxide, clindamycin phosphate and adapalene.
Phase 3 clinical studies initiated in December 2019 were paused due to COVID-19 pandemic related factors, but
resumed in June 2020. The first Phase 3 trial has been completed, and the second Phase 3 trial results are expected in
2021. We are currently evaluating next steps for this project.
• Clear + Brilliant® Touch - Next generation Clear + Brilliant® laser that is designed to deliver a customized and more
comprehensive treatment protocol by providing patients of all ages and skin types the benefits of two wavelengths. We
expect to launch this product during the first half of 2021.
•
IDP-124 - A topical lotion product designed to treat moderate to severe atopic dermatitis, with pimecrolimus. Phase 3
clinical studies have been completed with one of the two studies meeting the primary endpoint. As a result, we have
determined to no longer pursue this project.
Strategic Licensing Agreements
To supplement our internal R&D initiatives and to build-out and refresh our product portfolio, we also search for
opportunities to augment our pipeline through arrangements that allow us to gain access to unique products and investigational
treatments, by strategically aligning ourselves with other innovative product solutions.
In the normal course of business, the Company will enter into select licensing and collaborative agreements for the
commercialization and/or development of unique products primarily in the U.S. and Canada. 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 the FDA, (iii) covered by third-party payors or (iv) profitable for
distribution is highly uncertain. Under certain agreements, the Company may be required to make payments contingent upon
the achievement of specific developmental, regulatory, or commercial milestones.
In October 2020, we announced that we entered into two exclusive license agreements which present us with unique
developmental opportunities to address the unmet need of treatment for myopia in children. The first of these two licensing
agreements is with Eyenovia, Inc. for the development and commercialization in the United States and Canada of an
investigational microdose formulation of atropine ophthalmic solution, which is being investigated for the reduction of pediatric
myopia progression, also known as nearsightedness, in children ages 3-12. We expect to complete enrollment for a Phase 3
study during the second half of 2022. If approved by the FDA, we believe this investigational product could potentially change
the treatment paradigm for the reduction of myopia progression in children. The second is an exclusive global licensing
agreement with BHVI for a myopia control contact lens design developed by BHVI. The Company plans to pair BHVI's novel
contact lens design with our leading contact lens technologies to develop potential contact lens treatments designed to slow the
progression of myopia in children.
In December 2019, we announced that we had acquired an exclusive license from Novaliq GmbH for the
commercialization and development in the U.S. and Canada of the investigational treatment NOV03 (perfluorohexyloctane), a
first-in-class investigational drug with a novel mechanism of action to treat Dry Eye Disease ("DED") associated with
Meibomian gland dysfunction ("MGD"). In an Open Label Safety study, NOV03 has achieved its enrollment target. We expect
the readout of topline results from the first of two Phase 3 studies during the second half of 2021 and anticipate filing an NDA
in 2022. If approved by the FDA, we believe the addition of this investigational treatment for DED will help build upon our
strong portfolio of integrated eye-health products.
In October 2019, we acquired an exclusive license from Clearside Biomedical, Inc. ("Clearside") for the
commercialization and development of Xipere™ (triamcinolone acetonide suprachoroidal injectable suspension) in the U.S. and
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Canada. Xipere™ is a proprietary suspension of the corticosteroid triamcinolone acetonide formulated for suprachoroidal
administration via Clearside's proprietary SCS Microinjector™ that is being investigated as a targeted treatment of macular
edema associated with uveitis. We are working closely with Clearside on the resubmission of the NDA for Xipere™ to the FDA.
In April 2019, we entered into two licensing agreements which present us with unique developmental opportunities to
address unmet needs of individuals suffering with certain GI and liver diseases. The first of these two licensing agreements is
with the University of California for certain intellectual property relating to an investigational compound targeting the pituitary
adenylate cyclase receptor 1 in non-alcoholic fatty liver disease (“NAFLD”), nonalcoholic steatohepatitis (“NASH”) and other
GI and liver diseases. The second is an exclusive licensing agreement with Mitsubishi Tanabe Pharma Corporation to develop
and commercialize MT-1303 (amiselimod), a late-stage oral compound that targets the sphingosine 1-phosphate receptor that
plays a role in autoimmune diseases, such as inflammatory bowel disease and ulcerative colitis. We have completed a thorough
QTC study, which evaluated the cardiac safety profile of the compound. Topline results were positive and we expect to initiate
a Phase 2 study in the first half of 2021.
On February 27, 2018, we announced that we entered into an exclusive license agreement with Kaken Pharmaceutical
Co., Ltd. ("Kaken") to develop and commercialize a new chemical entity, IDP-131 (KP-470), for the topical treatment of
psoriasis. An early proof of concept study has been completed and the results did not meet expectations. As a result, the
Company and Kaken have terminated the license agreement.
Strategic Investments in our Infrastructure
In support of our core businesses, we have and continue to make strategic investments in our infrastructure, the most
significant of which are at our Waterford facility in Ireland, our Rochester facility in New York and our Lynchburg facility in
Virginia.
To meet the forecasted demand for our Biotrue® ONEday lenses, in July 2017, we placed into service a $175 million
multi-year strategic expansion project of the Waterford facility. The emphasis of the expansion project was to: (i) develop new
technology to manufacture, automatically inspect and package contact lenses, (ii) bring that technology to full validation and
(iii) increase the size of the Waterford facility.
To address the expected global demand for our Bausch + Lomb ULTRA® contact lens, in December 2017, we completed
a multi-year, $200 million strategic upgrade to our Rochester facility. The upgrade increased production capacity in support of
our Bausch + Lomb Ultra® and SiHy Daily AQUALOX™ product lines and better supports the production of other well-
established contact lenses, such as our PureVision®, PureVision®2 (SVS, Toric, and Multifocal), SofLens® 38 and SilSoft®.
To address the expected global demand for our SiHy Daily disposable contact lenses, in November 2018, we initiated
$300 million of additional expansion projects to add multiple production lines to our Rochester and Waterford facilities. SiHy
Daily disposable contact lenses were launched in the U.S. in September 2020.
To further help us meet the anticipated demand of our contact lenses, in 2020, we initiated an expansion of the
Company's Lynchburg distribution center. The new facility is expected to create new jobs over the next five years and expand
the overall site to 190,000 square feet, which will provide distribution capabilities for medical devices, primarily contact lens
products, and be the main point of distribution for these products in the U.S.
We believe the investments in our Waterford, Rochester and Lynchburg facilities and related expansion of labor forces
further demonstrates the growth potential we see in our Bausch + Lomb products and our eye-health business.
Effectively Managing Our Capital Structure
We continue to effectively manage our capital structure by: (i) reducing our debt through repayments, (ii) extending the
maturities of debt through refinancing and (iii) improving our credit ratings.
Debt Repayments - Excluding the impact of the $1,210 million financing of the U.S. Securities Litigation settlement
discussed below, we have been able to repay (net of additional borrowings) over $8,600 million of long-term debt during the
period January 1, 2016 through the date of this filing using the net cash proceeds from divestitures of non-core assets, cash
generated from operations and cash generated from tighter working capital management. This includes approximately
$900 million of repayments with cash on hand and cash generated from operations during 2020.
2018 Refinancing Transactions - In March, June and November 2018, we accessed the credit markets and completed a
series of transactions, whereby we extended approximately $8,300 million in aggregate maturities of certain debt obligations
due to mature in March 2020 through July 2022, out to June 2025 through January 2027. As part of these transactions we
obtained less stringent loan financial maintenance covenants under our Senior Secured Credit Facilities and extended
commitments under our revolving credit facility by more than three years by replacing our then-existing revolving credit
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facility, set to expire in April 2020 with a revolving credit facility of $1,225 million due in June 2023 (the “2023 Revolving
Credit Facility”).
2019 Refinancing Transactions - In March, May and December 2019, we accessed the credit markets and completed a
series of transactions, whereby, we extended approximately $4,200 million in aggregate maturities of certain debt obligations
due to mature in December 2021 through May 2023, out to January 2027 through January 2030.
Financing of Litigation Settlement - In December 2019, we announced that we had agreed to resolve the putative
securities class action litigation in the U.S. (the "U.S. Securities Litigation") for $1,210 million. Final court approval of this
settlement was granted in January 2021. 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. Subject to an objector's appeal of the Court's final
approval order, this settlement resolves and discharges all claims against the Company in the class action, and as a result
resolves the most significant of the Company's remaining legacy legal matters and eliminates a material uncertainty regarding
our Company.
To finance the settlement of the U.S. Securities Litigation and extend certain debt maturities, on December 30, 2019, we
accessed the credit markets and issued: (i) $1,250 million aggregate principal amount of 5.00% Senior Unsecured Notes due
January 2028 (the "5.00% January 2028 Unsecured Notes") and (ii) $1,250 million aggregate principal amount of 5.25% Senior
Unsecured Notes due January 2030 (the "January 2030 Unsecured Notes") in a private placement. The proceeds and cash on
hand were used to: (i) redeem $1,240 million of May 2023 Unsecured Notes on January 16, 2020, (ii) finance amounts owed
under the Company's $1,210 million settlement agreement relating to the U.S. Securities Litigation (which is subject to an
objector's appeal of the final court approval), the full $1,210 million of which was paid into an escrow fund in accordance with
the related settlement agreement and is included in our Restricted cash balance as of December 31, 2020, and (iii) pay all fees
and expenses associated with these transactions (collectively, the "December 2019 Financing and Refinancing Transactions").
Through this financing, we have in effect extended the payments of the pending litigation settlement of $1,210 million out to
2028 and 2030, without negatively impacting our working capital available for operations.
2020 Refinancing Transactions - In May and December 2020, we accessed the credit markets and completed a series of
transactions, whereby we extended $3,250 million in aggregate maturities of certain debt obligations due to mature in 2022 and
2023 out to 2029 through 2031 and $250 million in aggregate amortization payments due in 2022 out to 2029. In addition to
extending $3,500 million in payments due in 2022 and 2023 to 2029 through 2031, the refinancing transactions replaced
secured debt of $1,500 million with unsecured debt. This provides us with more secured debt capacity under our Restated
Credit Agreement and existing indentures if the market for unsecured debt in the future is less favorable. Further, by replacing
$1,500 million of secured debt with unsecured debt we now have additional room under the debt maintenance covenant of our
2023 Revolving Credit Facility that requires us to maintain a first lien net leverage ratio of not greater than 4.00 to 1.00. The
refinancing transactions also repaid in full €1,500 million of debt denominated in euros, thereby reducing our exposure to
fluctuations in the value of the euro.
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for the details of our
debt portfolio as of December 31, 2020 and 2019.
The debt repayments and refinancing transactions outlined above have allowed us to: (i) improve our credit ratings, (ii)
finance amounts owed under the Company's previously announced $1,210 million settlement agreement relating to the U.S.
Securities Litigation (which is subject to an objector's appeal of the final court approval) without negatively impacting our
working capital available for operations, (iii) extend maturities of certain debt obligations due out to the year 2025 and beyond,
(iv) satisfy all debt mandatory amortization payments and maturities until 2024 and (v) reduce our exposure to fluctuations in
the value of the euro.
Our prepayment of debt and refinancing transactions over the last four years translate into lower repayments of principal
over the next four years, which, in turn, we believe will permit more cash flows to be directed toward developing our core
assets, identifying new product opportunities and repaying additional debt amounts. The mandatory scheduled principal
repayments of our debt obligations as of December 31, 2020, were as follows:
(in millions)
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Total
$ — $ — $ — $ 2,291 $ 10,632 $ 1,500 $ 2,250 $ 2,012 $ 3,250 $ 1,250 $ 1,000 $ 24,185
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In addition, as a result of the changes in our debt portfolio, approximately 80% of our debt is fixed rate debt as of
December 31, 2020, as compared to approximately 60% as of January 1, 2016. The weighted average stated interest rate of the
Company's outstanding debt as of December 31, 2020 and 2019 was 6.02% and 6.21%, respectively.
We continue to monitor our capital structure and to evaluate other opportunities to simplify our business and improve our
capital structure, giving us the ability to better focus on our core businesses. While we anticipate focusing any future divestiture
activities on non-core assets, consistent with our duties to our shareholders and other stakeholders, we will consider dispositions
in core areas that we believe represent attractive opportunities for the Company. Also, the Company regularly evaluates market
conditions, its liquidity profile and various financing alternatives for opportunities to enhance its capital structure. If the
Company determines that conditions are favorable, the Company may refinance or repurchase existing debt or issue additional
debt, equity or equity-linked securities.
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for further details
and this Item “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” for additional discussion of these
matters. Cash requirements for future debt repayments including interest can be found in this Item “— Off-Balance Sheet
Arrangements and Contractual Obligations.”
Improve Patient Access
Improving patient access to our products, as well as making them more affordable, is a key element of our business
strategy.
Patient Access and Pricing Committee - In 2016, we formed the Patient Access and Pricing Committee which is
responsible for setting, changing and monitoring the pricing of our products and evaluating contract arrangements that
determine the placement of our products on drug formularies. The Patient Access and Pricing Committee considers new to
market product pricing, price changes and their impact across channels on patient accessibility and affordability. The Patient
Access and Pricing Committee remains committed to limiting the average annual price increase for our branded prescription
pharmaceutical products to no greater than single digits and has reaffirmed this commitment for 2021. These pricing changes
and programs could affect the average realized pricing for our products and may have a significant impact on our company
revenue and profit.
Bausch Health Assistance Program - We are committed to supporting patients who have lost employment health benefits
due to the COVID-19 pandemic, and because it is important to continue prescribed treatments, we are proud to offer certain of
our prescription medicines through our Bausch Health Assistance Program. In the face of the COVID-19 pandemic, some
people have financial obstacles that keep them from obtaining and continuing their prescribed treatments. The purpose of the
Bausch Health Patient Assistance Program is to provide eligible unemployed patients in the U.S., who have lost their health
insurance due to the COVID-19 pandemic, with certain of our prescription products although their financial circumstances or
insurance status may otherwise interfere with their ability to do so. If approved, patients receive their Bausch Health Companies
Inc. prescription product(s) at no cost to them for up to one year, and may be able to reapply to the program annually if they
continue to meet eligibility requirements and have a valid prescription.
Cash-pay Prescription Program - In February 2019, we launched Dermatology.com, a cash-pay product acquisition
program offering certain branded Ortho Dermatologics products directly to patients. In March 2020, the name
Dermatology.com was removed as the cash-pay product program name, with the name Dermatology.com limited to only online
usage, including future digital teledermatology and e-commerce offerings. The cash-pay program is designed to address the
affordability and availability of certain branded dermatology products, when insurers and pharmacy benefit managers are no
longer offering those branded prescription pharmaceutical products under their designated pharmacy benefit offerings.
Walgreens Fulfillment Arrangements - In the beginning of 2016, we launched a brand fulfillment arrangement with
Walgreen Co. ("Walgreens"). Under the terms of the brand fulfillment arrangement, as amended in July 2019, we made certain
dermatology and ophthalmology products available to eligible patients through patient access and co-pay assistance programs at
Walgreens U.S. retail pharmacy locations, as well as participating independent retail pharmacies. Our products available under
this fulfillment agreement include certain Ortho Dermatologics products, including our Duobrii®, Bryhali®, Arazlo®, Jublia®,
Luzu®, Retin-A Micro® Gel and Onexton® and select branded prescription pharmaceutical products included in our cash-pay
prescription program, and certain ophthalmology products, including our Vyzulta®, Besivance®, Lotemax®, Alrex®, Prolensa®,
Bepreve® and Zylet® products.
Invest in Sustainable Growth Drivers to Position us for Long-Term Growth
We are constantly challenged by the changing dynamics of our industry to innovate and bring new products to market.
We have divested certain businesses where we saw limited growth opportunities, so that we can be more aggressive in
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redirecting our R&D spend and other corporate investments to innovate within our core businesses where we believe we can be
most profitable and where we aim to be an industry leader.
We believe that we have a well-established product portfolio that is diversified within our core businesses and provides a
sustainable revenue stream to fund our operations. However, our future success is also dependent upon our ability to continually
refresh our pipeline, to provide a rotation of product launches that meet new and changing demands and replace other products
that have lost momentum. We believe we have a robust pipeline that not only provides for the next generation of our existing
products, but is also poised to bring new products to market.
Invest in our Eye-Health Business - As part of our global Bausch + Lomb business strategy, we continually look for key
trends in the eye-health market to meet changing consumer/patient needs and identify areas for investment to extend our market
share through new launches and effective pricing.
For instance, there is an increasing rate of myopia, and importantly, myopia as a potential risk factor for glaucoma,
macular degeneration and retinal detachment. We continue to see increased demand for new eye-health products that address
conditions brought on by factors such as increased screen time, lack of outdoor activities and academic pressures, as well as
conditions brought on by an aging population (for example, as more and more baby-boomers in the U.S. are reaching the age of
65). To extend our market share in eye-health, we continually seek to identify new products tailored to address these key trends
for development internally with our own R&D team to generate organic growth. Recent product launches include Biotrue®
ONEday daily disposable contact lenses, the next generation of Bausch + Lomb ULTRA® contact lenses, SiHy Daily contact
lenses, Lumify® (an eye redness treatment), Vyzulta® (a pressure lowering eye drop for patients with angle glaucoma or ocular
hypertension) and Ocuvite® Eye Performance (vitamins to protect the eye from stressors such as sunlight and blue light emitted
from digital devices).
We also license selective molecules or technology in leveraging our own R&D expertise through development, as well as
seek out external product development opportunities. As previously discussed, we acquired global exclusive licenses for a
myopia control contact lens design developed by BHVI, which we plan to pair with our leading contact lens technologies to
develop potential contact lens treatments designed to slow the progression of myopia in children, and for the commercialization
and development in the U.S. and Canada of: a microdose formulation of atropine ophthalmic solution, which is being
investigated for the reduction of pediatric myopia progression in children ages 3-12; Xipere™ which, if approved by the FDA,
will be the first treatment for patients suffering from macular edema associated with uveitis; and NOV03, an investigational
drug with a novel mechanism of action to treat DED associated with MGD. We also acquired the U.S. rights to EM-100, which
was recently approved by the FDA as Alaway® Preservative-Free and is the first OTC preservative-free formulation eye drop
for the temporary relief of itchy eyes due to pollen, ragweed, grass, animal hair, and dander in adults and children 3 years of age
and older. Recently, we entered into an agreement which provides the Company an option to acquire all ophthalmology assets
of Allegro, including risuteganib (Luminate®), an investigational compound in retina, which is believed to simultaneously act
on the angiogenic, inflammatory and mitochondrial metabolic pathways implicated in diseases such as intermediate dry AMD.
A U.S. Phase 2a study with risuteganib in intermediate dry AMD met its primary endpoint of vision recovery and Phase 3
testing is in the planning stages. We believe investments in these investigational treatments, if approved by the FDA, will
complement, and help build upon, our strong portfolio of integrated eye-health products.
As previously discussed, we have also made strategic investments in our infrastructure, the most significant of which are
at our Waterford facility in Ireland to meet the forecasted demand for our Biotrue® ONEday lenses, our Rochester facility in
New York to address the expected global demand for our Bausch + Lomb ULTRA® contact lens and our Lynchburg facility in
Virginia to be our main point of distribution for medical devices in the U.S. During late 2018, we began investing in additional
expansion projects at the Waterford and Rochester facilities in order to address the expected global demand for our SiHy Daily
disposable contact lenses, which we launched in the U.S. in August 2020, under the branded name Bausch + Lomb INFUSE™
SiHy Daily Disposable contact lens.
We believe our recent product launches, licensing arrangements and the investments in our Waterford, Rochester and
Lynchburg facilities demonstrate the growth potential we see in our Bausch + Lomb products and our eye-health business and
that these investments will position us to further extend our market share in the eye-health market.
Leveraging our Salix Infrastructure - We strongly believe in our GI product portfolio and we have implemented
initiatives, including increasing our marketing presence and identifying additional opportunities outside our existing GI
portfolio, to further capitalize on the value of the infrastructure we built around these products to extend our market share.
In the first quarter of 2017, we hired approximately 250 trained and experienced sales force representatives and managers
to create, bolster and sustain deep relationships with primary care physicians (“PCP”). With approximately 70% of IBS-D
patients initially presenting symptoms to a PCP, we continue to believe that the dedicated PCP sales force is better positioned to
reach more patients in need of IBS-D treatment.
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This initiative provided us with positive results, as we experienced consistent growth in demand for our GI products
throughout 2017 through 2020, which was evident by our growth in Salix revenues of 22% when comparing 2020 to 2017.
These results encouraged us to seek out ways to bring out further value through leveraging our existing sales force and, in the
later portion of 2018 and in 2019, we identified and executed on certain opportunities which we describe below.
Strategic Acquisition - As previously discussed, in March 2019, we completed the acquisition of certain assets of
Synergy, whereby we acquired the worldwide rights to the Trulance® product, a once-daily tablet for adults with chronic
idiopathic constipation, or CIC and irritable bowel syndrome with constipation, or IBS-C. We believe that the Trulance®
product complements our existing Salix products and allows us to effectively leverage our existing GI sales force.
Licensing Arrangements - As previously discussed, in April 2019, we entered into two licensing agreements. The
first is for certain intellectual property relating to an investigational compound targeting the pituitary adenylate cyclase
receptor 1 in NAFLD, NASH and other GI and liver diseases. The second is to develop and commercialize MT-1303
(amiselimod), a late-stage oral compound that targets the sphingosine 1-phosphate receptor that plays a role in
autoimmune diseases, such as inflammatory bowel disease and ulcerative colitis. These licenses present unique
developmental opportunities to address unmet needs of individuals suffering with certain GI and liver diseases and if
developed and approved by the FDA, will allow us to further utilize our existing sales force and infrastructure to extend
our market share in the future and create value.
Investment in Next Generation Formulations - Revenues from our Xifaxan® product increased approximately 2%,
22% and 22% in 2020, 2019 and 2018, respectively. In order to extend growth in Xifaxan®, we continue to directly invest
in next generation formulations of Xifaxan® and rifaximin, the principal semi-synthetic antibiotic used in our Xifaxan®
product. In addition to one R&D program in progress, we have three other R&D programs planned for next generation
formulations of Xifaxan® (rifaximin) which address new indications.
We believe that the acquisition and licensing opportunities discussed above will be accretive to our business by providing
us access to products and investigational compounds that are a natural pairing to our Xifaxan® business, allowing us to
effectively leverage our existing infrastructure and sales force. We believe these opportunities, coupled with our investment in
next generation formulations, will allow our GI franchise to continue to further extend market share.
Position the Ortho Dermatologics Business for Growth - In 2018, we realigned our Solta aesthetics business and
combined it with our medical dermatology business, creating a complete dermatology portfolio. We continue to make
investments in our Solta portfolio and anticipate building out our Solta sales force, particularly in Europe to address the
growing demand. Our Ortho Dermatologics business continues to work towards improving the treatment options for medical
dermatology patients. In light of persistent insurance coverage pressures within the United States for patients needing topical
acne and psoriasis products, we are exploring both strategic e-commerce and partnership expansion opportunities which can
enable increased accessibility for patients. We are continuing to invest in our on market products and are evaluating various
opportunities for our key pipeline products.
In support of the complete dermatology portfolio, we have taken and are taking a number of actions that we believe will
help our efforts to stabilize our dermatology business. These actions include: (i) rebranding our dermatology business including
our aesthetics business, (ii) appointing a new leader, (iii) making key investments in our core medical device and
dermatological products portfolios, (iv) right sizing and reorganizing our dermatology sales force across roughly 195 sales
territories, as we work to rebuild relationships with prescribers of our products and (v) improving patient access to our Ortho
Dermatologics products through our cash-pay prescription program previously discussed.
Investment in Our Core Dermatology Portfolio - We have made significant investments to build out our aesthetics,
psoriasis and acne product portfolios, which are the markets within dermatology where we see the greatest opportunities to
extend our market share.
Aesthetics - In 2017, we launched our Next Generation Thermage FLX® product in the U.S., a fourth-generation
non-invasive treatment option using a radiofrequency platform designed to optimize key functional characteristics and
improve patient outcomes. During 2018 and 2019, Next Generation Thermage FLX® was launched in Hong Kong, Japan,
Korea, Taiwan, Philippines, Singapore, Indonesia, Malaysia, China, Thailand, Vietnam, and Australia as part of our Solta
medical aesthetic devices portfolio. These launches have been successful as Next Generation Thermage FLX® revenues
for 2020 and 2019 were $142 million and $77 million, respectively. We expect additional launches of Next Generation
Thermage FLX® in Europe in the near term, paced by country-specific regulatory registrations.
Psoriasis - As the number of reported cases of psoriasis in the U.S. has increased, we believe there is a need to
make further investments in this market in order to maximize our opportunity and supplement our current psoriasis
product portfolio. We launched Duobrii® in June 2019 and launched Bryhali® in November 2018. We expect that
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Duobrii® and Bryhali® will align well with our existing topical portfolio of psoriasis treatments and, supplemented by our
injectable biologic products, such as Siliq® (launched in July 2017), will provide a diverse choice of psoriasis treatments
to doctors and patients.
Acne - In support of our established acne product portfolio, we have developed and launched several products,
which includes Arazlo® (tazarotene) Lotion (launched in June 2020), Altreno® (launched in the U.S. in October 2018), the
first lotion (rather than a gel or cream) product containing tretinoin for the treatment of acne, and Retin-A Micro® 0.06%
(launched in January 2018). We also have two other unique acne projects in our pipeline that, if approved by the FDA,
we believe will further innovate and advance the treatment of acne.
Bolstered by new product launches in our aesthetics, psoriasis and acne product lines and the potential of other products
under development, our experienced dermatology sales leadership team, our sales force and our cash-pay prescription program,
we believe we have set the groundwork to position the Ortho Dermatologics business for future growth.
Business Trends
In addition to the actions previously outlined, the events described below have affected and may affect our business
trends:
Health Care Reform
The U.S. federal and state governments continue to propose and pass legislation designed to regulate the health care
industry. In March 2010, the Patient Protection and Affordable Care Act (the “ACA”) was enacted in the U.S. The ACA
contains several provisions that impact our business, including: (i) an increase in the minimum Medicaid rebate to states
participating in the Medicaid program, (ii) the extension of the Medicaid rebates to Managed Care Organizations that dispense
drugs to Medicaid beneficiaries, (iii) the expansion of the 340(B) Public Health Services drug pricing program, which provides
outpatient drugs at reduced rates, to include additional hospitals, clinics and health care centers and (iv) a fee payable to the
federal government based on our prior-calendar-year share relative to other companies of branded prescription drug sales to
specified government programs.
In addition, in 2013 federal subsidies began to be phased in for brand-name prescription drugs filled in the Medicare Part
D coverage gap. The ACA also included provisions designed to increase the number of Americans covered by health insurance.
In 2014, the ACA's private health insurance exchanges began to operate. The ACA also allows states to expand Medicaid
coverage with most of the expansion’s cost paid for by the federal government.
For 2020, 2019 and 2018, we incurred costs of $21 million, $20 million and $36 million, respectively, related to the
annual fee assessed on prescription drug manufacturers and importers that sell branded prescription drugs to specified
U.S. government programs (e.g., Medicare and Medicaid). For 2020, 2019 and 2018, we also incurred costs of $131 million,
$137 million and $90 million, respectively, on Medicare Part D utilization incurred by beneficiaries whose prescription drug
costs cause them to be subject to the Medicare Part D coverage gap (i.e., the “donut hole”).
The financial impact of the ACA will be affected by certain additional developments over the next few years, including
pending implementation guidance and certain health care reform proposals. Additionally, policy efforts designed specifically to
reduce patient out-of-pocket costs for medicines could result in new mandatory rebates and discounts or other pricing
restrictions. Also, it is possible, as discussed further below, that legislation will be passed by Congress repealing the ACA in
whole or in part. Adoption of legislation at the federal or state level could materially affect demand for, or pricing of, our
products.
In 2018, we faced uncertainties due to federal legislative and administrative efforts to repeal, substantially modify or
invalidate some or all of the provisions of the ACA. However, we believe there is low likelihood of repeal of the ACA, given
the recent failure of the Senate’s multiple attempts to repeal various combinations of ACA provisions and the recent change in
administration. There is no assurance that any replacement or administrative modifications of the ACA will not adversely affect
our business and financial results, particularly if the replacing legislation reduces incentives for employer-sponsored insurance
coverage, and we cannot predict how future federal or state legislative or administrative changes relating to the reform will
affect our business.
In 2019, the U.S. Health and Human Services Administration announced a preliminary plan to allow for the importation
of certain lower-cost drugs from Canada. The preliminary plan excludes insulin, biological drugs, controlled substances and
intravenous drugs. The preliminary plan relies on individual states to develop proposals for safe importation of those drugs
from Canada and submit those proposals to the federal government for approval. Although the preliminary plan has some
support from the prior administration, at this time, studies to evaluate the related costs and benefits, evaluate the reasonableness
of the logistics, and measure the public reaction of such a plan have not been performed. While we do not believe this will have
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a significant impact on our future cash flows, we cannot provide assurance as to the ultimate context, timing, effect or impact of
such a plan.
In 2019, the Government of Canada (Health Canada) published in the Canadian Gazette the new pricing regulation for
patented drugs. These regulations will become effective on July 1, 2021. The new regulations will change the mechanics of
establishing the pricing for products submitted for approval after August 21, 2019; they will also require full transparency of
discounts agreed with provincial bodies; and finally, will change the number and composition of reference countries used to
determine if a drug’s price is excessive. While we do not believe this will have a significant impact on our future cash flows, as
additional facts materialize, we cannot provide assurance as to the ultimate content, timing, effect or impact of such regulations.
In July 2020, U.S. President Donald Trump signed four Executive Orders related to drug pricing, including orders
addressing: (i) Part D rebate reform, (ii) the provision of deeply discounted insulin and/or an EpiPen to patients of Federally
Qualified Health Centers, (iii) drug importation from Canada and (iv) most favored nation pricing for Medicare. In November
2020, U.S. President Donald Trump announced the Most Favored Nation Model for Medicare Part B Payment which was to be
implemented by the Centers for Medicare & Medicaid Services Innovation Center on January 1, 2021; however, it has not been
implemented, as it is currently being challenged in court. It is also uncertain whether the Biden administration intends to reverse
these measures or adopt similar policy initiatives. However, President Biden and several members of the current U.S. Congress
have indicated that lowering drug prices is a legislative and political priority, and some have introduced proposals that seek to
address drug pricing. We are currently reviewing those Executive Orders and the Most Favored Nation Model, the impact of
which is uncertain at this time.
Other legislative efforts relating to drug pricing have been enacted and others have been proposed at the U.S. federal and
state levels. For instance, certain states have enacted legislation related to prescription drug pricing transparency. Several states
have passed importation legislation and Florida is working with the U.S. government to implement an importation program
from Canada. We also anticipate that Congress, state legislatures and third-party payors may continue to review and assess
alternative health care delivery and payment systems and may in the future propose and adopt legislation or policy changes or
implementations affecting additional fundamental changes in the health care delivery system. We continually review newly
enacted and proposed U.S. federal and state legislation, as well as proposed rulemaking and guidance published by the
Department of Health and Human Services and the FDA; however, at this time, it is unclear the effect these matters may have
on our businesses.
Generic Competition and Loss of Exclusivity
Certain of our products face the expiration of their patent or regulatory exclusivity in 2021 or in later years, following
which we anticipate generic competition of these products. In addition, in certain cases, as a result of negotiated settlements of
some of our patent infringement proceedings against generic competitors, we have granted licenses to such generic companies,
which will permit them to enter the market with their generic products prior to the expiration of our applicable patent or
regulatory exclusivity. Finally, for certain of our products that lost patent or regulatory exclusivity in prior years, we anticipate
that generic competitors may launch in 2021 or in later years. Following a loss of exclusivity ("LOE") of and/or generic
competition for a product, we would anticipate that product sales for such product would decrease significantly shortly
following the LOE or entry of a generic competitor. Where we have the rights, we may elect to launch an authorized generic of
such product (either ourselves or through a third-party) prior to, upon or following generic entry, which may mitigate the
anticipated decrease in product sales; however, even with launch of an authorized generic, the decline in product sales of such
product would still be expected to be significant, and the effect on our future revenues could be material.
A number of our products already face generic competition. Prior to and during 2020, in the U.S., these products include,
among others, Ammonul®, Apriso®, Benzaclin®, Bupap®, Cuprimine®, Demser®, Edecrin®, Elidel®, Glumetza®, Istalol®,
Isuprel®, Locoid® Lotion, Lotemax® Suspension, Mephyton®, Migranal®, MoviPrep®, Nitropress®, Solodyn®, Syprine®,
Timoptic® in Ocudose®, Uceris® Tablet, Virazole®, Wellbutrin XL®, Xenazine®, Zegerid® and Zovirax® cream. In Canada,
these products include, among others, Glumetza®, Wellbutrin® XL and Zovirax® ointment.
2020 LOE Branded Products - Branded products that began facing generic competition in the U.S. during 2020 include,
Migranal® and MoviPrep®. In aggregate, these products accounted for less than 1% of our total revenues in 2020. While certain
of these products have already begun experiencing an adverse impact on volume and/or pricing as a result of the entry into the
market of generic competition, we are unable to predict the complete magnitude or timing of this impact.
2021 through 2025 LOE Branded Products - Based on current patent expiration dates, settlement agreements and/or
competitive information, we have identified branded products that we believe could begin facing potential LOE and/or generic
competition in the U.S. during the years 2021 through 2025. These products and year of expected LOE include, but are not
limited to, Clindagel® (2021), Lotemax® Gel (2021), Noritate® (2021), Targretin® Gel (2022), Xerese® (2022) and certain other
products that are subject to settlement agreements which could impact their exclusivity during the years 2021 through 2025. In
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aggregate, these products accounted for 2% of our total revenues in 2020. These dates may change based on, among other
things, successful challenge to our patents, settlement of existing or future patent litigation and at-risk generic launches. We
believe the entry into the market of generic competition generally would have an adverse impact on the volume and/or pricing
of the affected products, however we are unable to predict the magnitude or timing of this impact.
2021 OTC Product Patent Expiry - PreserVision® AREDS and PreserVision® AREDS 2 are OTC eye vitamin formulas
for those with moderate-to-advanced age-related macular degeneration. PreserVision® products accounted for 3% of our total
revenues in 2020. The PreserVision® U.S. formulation patent expires in 2021, but a patent covering methods of using the
formulation remains in force until 2026. While the Company cannot predict the magnitude or timing of the impact from its
patent expiry, this is an OTC product and thus, the impact is not expected to be as significant as the LOE of a branded
pharmaceutical product.
In addition, for a number of our products (including Relistor®, Plenvu®, Xifaxan® 550mg, Bryhali®, Duobrii® and Jublia®
in the U.S. and Jublia® in Canada), we have commenced (or anticipate commencing) and have (or may have) ongoing
infringement proceedings against potential generic competitors in the U.S. and Canada. If we are not successful in these
proceedings, we may face increased generic competition for these products.
Bryhali® Lotion, 0.01% (Glenmark) - In December 2019, the Company announced that it had reached an agreement to
resolve the outstanding intellectual property litigation with Glenmark Pharmaceuticals, Ltd. ("Glenmark"). Under the terms of
the agreement, the Company will grant Glenmark a non-exclusive license to its intellectual property relating to Bryhali® in the
U.S. and, beginning in 2026 (or earlier under certain circumstances), Glenmark will have the option to market a royalty-free
generic version of Bryhali® Lotion, should it receive approval from the FDA. The parties have agreed to dismiss all litigation
related to Bryhali® Lotion, and all intellectual property protecting Bryhali® Lotion remains intact.
Bryhali® Lotion, 0.01% (Perrigo) - On March 20, 2020, the Company received a Notice of Paragraph IV Certification
from Perrigo Israel Pharmaceuticals, Ltd. (“Perrigo”), in which Perrigo asserted that certain U.S. patents, each of which is listed
in the FDA’s Orange Book for Bryhali® (halobetasol propionate) lotion, 0.01% are either invalid, unenforceable and/or will not
be infringed by the commercial manufacture, use or sale of Perrigo’s generic halobetasol propionate lotion, for which an
Abbreviated New Drug Application ("ANDA") has been filed by Perrigo. On May 1, 2020, the Company filed suit against
Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more claims of the Bryhali® Patents,
thereby triggering a 30-month stay of the approval of the Perrigo ANDA for halobetasol propionate lotion. On September 3,
2020, this action was consolidated with the action between the Company and Perrigo described below, regarding Perrigo’s
ANDA for generic Duobrii® (halobetasol propionate and tazarotine) lotion. The Company remains confident in the strength of
the Bryhali® patents and intends to vigorously pursue this matter and defend its intellectual property.
Duobrii® Lotion (Perrigo) - On July 23, 2020, the Company received a Notice of Paragraph IV Certification from
Perrigo, in which Perrigo asserted that certain U.S. patents, each of which is listed in the FDA's Orange Book for Duobrii®
(halobetasol propionate and tazarotine) lotion, are either invalid, unenforceable and/or will not be infringed by the commercial
manufacture, use or sale of Perrigo’s generic lotion, for which an ANDA has been filed by Perrigo. On August 28, 2020, the
Company filed suit against Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more claims
of the Duobrii® Patents, thereby triggering a 30-month stay of the approval of the Perrigo ANDA. On September 3, 2020, this
action was consolidated with the action between the Company and Perrigo described above, regarding Perrigo’s ANDA for
generic Bryhali® (halobetasol propionate) lotion. We remain confident in the strength of the Duobrii® patents and will
vigorously defend our intellectual property.
Xifaxan® 550mg Patent Litigation (Actavis) - On March 23, 2016, the Company initiated litigation against Actavis
Laboratories FL, Inc.’s ("Actavis"), which alleged infringement by Actavis of one or more claims of each of the Xifaxan®
patents. On September 12, 2018, we announced that we had reached an agreement with Actavis that resolved the existing
litigation and eliminated the pending challenges to our intellectual property protecting Xifaxan® (rifaximin) 550 mg tablets. As
part of the agreement, the parties agreed to dismiss all litigation related to Xifaxan® (rifaximin), Actavis acknowledged the
validity of the licensed patents for Xifaxan® (rifaximin) 550 mg tablets and all intellectual property protecting Xifaxan®
(rifaximin) 550 mg tablets will remain intact and enforceable until expiry in 2029. The agreement also grants Actavis a non-
exclusive license to the intellectual property relating to Xifaxan® (rifaximin) 550 mg tablets in the United States beginning
January 1, 2028 (or earlier under certain circumstances). The Company will not make any financial payments or other transfers
of value as part of the agreement. In addition, under the terms of the agreement, beginning January 1, 2028 (or earlier under
certain circumstances), Actavis will have the option to: (1) market a royalty-free generic version of Xifaxan® tablets, 550 mg,
should it receive approval from the FDA on its ANDA, or (2) market an authorized generic version of Xifaxan® tablets, 550 mg,
in which case, we will receive a share of the economics from Actavis on its sales of such an authorized generic. Actavis will be
able to commence such marketing earlier if another generic rifaximin product is granted approval and such other generic
rifaximin product begins to be sold or distributed before January 1, 2028.
69
Xifaxan® 550mg Patent Litigation (Sandoz) - In October 2019, the Company announced that it and its licensor,
Alfasigma had commenced litigation against Sandoz Inc. ("Sandoz"), a Novartis division, alleging patent infringement of 14
patents by Sandoz's filing of its ANDA for Xifaxan® (rifaximin) 550 mg tablets. On May 6, 2020, the Company announced that
an agreement had been reached with Sandoz that resolved this litigation. Under the terms of the agreement, the parties agreed to
dismiss all litigation related to Xifaxan® (rifaximin), Sandoz acknowledged the validity of the licensed patents for
Xifaxan® (rifaximin) 550 mg tablets and all intellectual property protecting Xifaxan® (rifaximin) 550 mg tablets will remain
intact and enforceable until expiry in October 2029. The agreement also grants Sandoz a non-exclusive license to the
intellectual property relating to Xifaxan® (rifaximin) 550 mg tablets in the United States beginning January 1, 2028 (or earlier
under certain circumstances). Under the terms of the agreement, beginning January 1, 2028 (or earlier under certain
circumstances), Sandoz will have the right to market a royalty-free generic version of Xifaxan® (rifaximin) 550 mg tablets,
should it receive approval from the FDA on its ANDA. Sandoz will be able to commence such marketing earlier if another
generic rifaximin product is granted approval and such other generic rifaximin product begins to be sold or distributed in the
U.S. before January 1, 2028. The Company did not make any financial payments or other transfers of value as part of this
agreement with Sandoz.
Xifaxan® 550mg Patent Litigation (Norwich) - On March 26, 2020, the Company and its licensor Alfasigma filed suit
against Norwich Pharmaceuticals Inc. (“Norwich”), alleging infringement by Norwich of one or more claims of the 23
Xifaxan® patents by Norwich’s filing of its ANDA for Xifaxan® (rifaximin) 550 mg tablets. On November 13, 2020, an
additional three patents alleged to be infringed by Norwich were added to the suit. Xifaxan® 500mg is protected by 26 patents
covering the composition of matter and the use of Xifaxan® listed in the FDA’s Approved Drug Products with Therapeutic
Equivalence Evaluations, or the Orange Book. The Company remains confident in the strength of the Xifaxan® patents and will
continue to vigorously pursue this matter and defend its intellectual property.
Xifaxan® 200mg and 550mg Patent Litigation (Sun) - In April 2019, the Company and its licensor, Alfasigma,
commenced litigation against Sun Pharmaceutical Industries Ltd. (“Sun”), alleging patent infringement by Sun’s filing of its
ANDA for Xifaxan® (rifaximin) 200 mg tablets. This suit had been filed following receipt of a Notice of Paragraph IV
Certification from Sun, in which Sun asserted that the U.S. patents listed in the FDA's Orange Book for the Company’s
Xifaxan® tablets, 200 mg, were either invalid, unenforceable and/or would not be infringed by the commercial manufacture, use
or sale of Sun’s generic rifaximin tablets, 200 mg. Subsequently, on August 10, 2020, the Company received an additional
Notice of Paragraph IV Certification from Sun, in which Sun asserted that the U.S. patents listed in the FDA's Orange Book for
the Company’s Xifaxan® tablets, 550 mg, were either invalid, unenforceable and/or would not be infringed by the commercial
manufacture, use or sale of Sun’s generic rifaximin tablets, 550 mg, for which an ANDA had been filed by Sun. On September
22, 2020, the Company announced that an agreement had been reached with Sun that resolved the outstanding intellectual
property disputes with Sun regarding Xifaxan® (rifaximin) 200 mg and 550 mg tablets. Under the terms of the agreement, the
parties agreed to dismiss all litigation related to Xifaxan® (rifaximin) and all intellectual property protecting Xifaxan®
(rifaximin) 200 mg and 550 mg tablets will remain intact and enforceable until expiry in July and October 2029, respectively.
The agreement also grants Sun a non-exclusive license to the intellectual property relating to Xifaxan® (rifaximin) 200 mg and
550 mg tablets in the U.S. beginning January 1, 2028 (or earlier under certain circumstances). Under the terms of the
agreement, beginning January 1, 2028 (or earlier under certain circumstances), Sun will have the right to market royalty-free
generic versions of Xifaxan® (rifaximin) 200 mg and 550 mg tablets, should it receive approval from the FDA on its ANDAs.
Sun will be able to commence such marketing earlier if another generic rifaximin product is granted approval and such other
generic rifaximin product begins to be sold or distributed in the U.S. before January 1, 2028.
Relistor® Tablets Patent Litigation (Actavis) - On December 6, 2016, the Company initiated litigation against Actavis,
which alleged infringement by Actavis of one or more claims of U.S. Patent No. 8,524,276 (the “‘276 Patent”), which protects
the formulation of RELISTOR® tablets. Actavis had challenged the validity of such patent and alleged non-infringement by its
generic version of such product. In July 2019, we announced that the U.S. District Court of New Jersey had upheld the validity
of and determined that Actavis infringed the ‘276 Patent, expiring in March 2031. Actavis has appealed this decision to the
U.S. Court of Appeals for the Federal Circuit.
Generic Competition to Uceris® - In July 2018, a generic competitor launched a product which will directly compete with
our Uceris® Tablet product. As disclosed in our prior filings, the Company initiated various infringement proceedings against
this generic competitor. The Court construed the claims of the asserted patents on August 2, 2019 and, on October 24, 2019, the
Company agreed to a judgment that the asserted patents did not cover the generic tablets under the Court’s claim construction,
while reserving its right to appeal the claim construction. On November 22, 2019, the Company filed a Notice of Appeal with
respect to the claim construction in the Court of Appeals for the Federal Circuit. On December 18, 2020, the Court of Appeals
for the Federal Circuit affirmed the District Court’s claim construction. The ultimate impact of this generic competitor on our
future revenues cannot be predicted; however, Uceris® Tablet revenues for 2020, 2019 and 2018 were approximately
$15 million, $20 million and $84 million, respectively.
70
Generic Competition to Jublia® - On June 6, 2018, the U.S. Patent and Trial Appeal Board (“PTAB”) completed its inter
partes review for an Orange Book-listed patent covering Jublia® (U.S. Patent No 7,214,506 (the “’506 Patent”)) and issued a
written determination invalidating such patent. On March 13, 2020, the Court of Appeals for the Federal Circuit reversed this
decision and remanded the matter back to the PTAB for further proceedings. As a result of a settlement, a joint motion to
terminate the proceedings was filed on November 12, 2020 and, on January 8, 2021, the PTAB granted this motion. The ‘506
Patent, therefore, remains valid and enforceable and expires in 2026. Jublia® revenues for 2020, 2019 and 2018 were
approximately $111 million, $110 million and $89 million, respectively. Jublia® is covered by fourteen additional Orange
Book-listed patents owned by the Company or its licensor, which expire in the years 2028 through 2035. In August and
September 2018, we received notices of the filing of a number of ANDAs with paragraph IV certification, and have timely filed
patent infringement suits against these ANDA filers, and, in addition, we have also commenced certain patent infringement
proceedings in Canada against three separate defendants.
See Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements for further details regarding
certain infringement proceedings.
The risks of generic competition are a fact of the health care industry and are not specific to our operations or product
portfolio. These risks are not avoidable, but we believe they are manageable. To manage these risks, our leadership team
continually evaluates the impact that generic competition may have on future profitability and operations. In addition to
aggressively defending the Company's patents and other intellectual property, our leadership team makes operational and
investment decisions regarding these products and businesses at risk, not the least of which are decisions regarding our pipeline.
Our leadership team actively manages the Company's pipeline in order to identify innovative and realizable projects aligned
with our core businesses that are expected to provide incremental and sustainable revenues and growth into the future. We
believe that our current pipeline is strong enough to meet these objectives and provide future sources of revenues, in our core
businesses, sufficient enough to sustain our growth and corporate health as other products in our established portfolio face
generic competition and lose momentum.
We believe that we have a well-established product portfolio that is diversified within our core businesses. We also
believe that we have a robust pipeline that not only provides for the next generation of our existing products, but also brings
new solutions into the market.
See Item 1A. “Risk Factors” of this Form 10-K for additional information on our competition risks.
71
FINANCIAL PERFORMANCE HIGHLIGHTS
The following table provides financial performance highlights for each of the last three years:
(in millions, except per share data)
Revenues
Operating income (loss)
Loss before benefit from income taxes
Net loss
Net loss attributable to Bausch Health Companies Inc.
Loss per share attributable to Bausch Health Companies Inc.
Basic
Diluted
Financial Performance
Summary of 2020 Compared with 2019
Years Ended December 31,
Change
2020
2019
2018
2019 to
2020
2018 to
2019
$ 8,027
$ 8,601
$ 8,380
$
(574) $
221
$
$
$
$
$
$
676
$
(203) $ (2,384) $
(934) $ (1,837) $ (4,154) $
879
903
$ 2,181
$ 2,317
(559) $ (1,783) $ (4,144) $ 1,224
$ 2,361
(560) $ (1,788) $ (4,148) $ 1,228
$ 2,360
(1.58) $
(5.08) $ (11.81) $
(1.58) $
(5.08) $ (11.81) $
3.50
3.50
$
$
6.73
6.73
Revenues for 2020 and 2019 were $8,027 million and $8,601 million, respectively, a decrease of $574 million, or 7%.
The decrease was primarily driven by: (i) lower volumes driven by: (a) social restrictions and other precautionary measures
taken in response to the COVID-19 pandemic, as previously discussed, and (b) the impact of the LOE of certain products, (ii)
the unfavorable effect of foreign currencies, primarily in Latin America, and (iii) the impact of divestitures and
discontinuations. These decreases in our revenues were partially offset by the incremental sales of our Trulance® product, which
we added to our portfolio in March 2019 as part of the acquisition of certain assets of Synergy. Net realized pricing was flat
with increases in Bausch + Lomb/International and Diversified Products being offset by decreases in Salix and Ortho
Dermatologics. The changes in our segment revenues and segment profits are discussed in further detail in the subsequent
section titled “Reportable Segment Revenues and Profits”.
Operating income for 2020 was $676 million compared to Operating loss for 2019 of $203 million, an increase in our
operating results of $879 million which reflects, among other factors:
•
•
•
•
•
•
a decrease in contribution (product sales revenue less cost of goods sold, exclusive of amortization and impairments of
intangible assets) of $470 million. The decrease was primarily driven by: (i) the decrease in revenues, as previously
discussed and (ii) higher manufacturing variances primarily due to the impacts of the COVID-19 pandemic. The
decrease was partially offset by lower third-party royalty costs;
a decrease in Selling, general, and administrative (“SG&A”) expenses of $187 million, primarily attributable to profit
protection measures taken to manage and reduce operating expenses during the COVID-19 pandemic;
a decrease in R&D of $19 million primarily attributable to social restrictions and other precautionary measures taken
in response to the COVID-19 pandemic, as previously discussed;
a decrease in Amortization of intangible assets of $252 million primarily attributable to fully amortized intangible
assets no longer being amortized in 2020;
an increase in Asset impairments, including loss on assets held for sale of $39 million. Asset impairments, including
loss on assets held for sale in 2020 were primarily related to: (i) reclassifying a business within our Bausch + Lomb/
International segment as held for sale and (ii) certain product lines as a result of changes to forecasted sales.
Impairments during 2019 were primarily related to: (i) certain product lines as a result of changes to forecasted sales
due to generic competition and other factors and (ii) impairments related to assets being classified as held for sale; and
a decrease in Other expense (income), net of $960 million, primarily attributable the decrease in net charges to
Litigation and other matters. The decrease in Litigation and other matters was primarily related to the settlement of a
legacy U.S. securities class action matter (which is subject to an objector's appeal of the final court approval) in 2019,
to which the Company and the other settling defendants admitted no liability as to the claims against it and denied all
allegations of wrongdoing.
Operating income for 2020 was $676 million compared to Operating loss for 2019 of $203 million and includes non-cash
charges for Depreciation and amortization of intangible assets of $1,825 million and $2,075 million, Asset impairments,
72
including loss on assets held for sale of $114 million and $75 million and Share-based compensation of $105 million and
$102 million for 2020 and 2019, respectively.
Our Loss before benefit from income taxes for 2020 and 2019 was $934 million and $1,837 million, respectively, an
increase in our results before benefit from income taxes of $903 million. The decrease in our Loss before benefit from income
taxes is primarily attributable to: (i) the increase in our operating results of $879 million, as previously discussed, and (ii) a
decrease in Interest expense of $78 million as a result of: (a) a lower weighted average stated rate of interest, (b) lower interest
as a result of debt repayments during the year and (c) a benefit related to the Company's cross-currency swaps. These decreases
in Interest expense were partially offset by the interest associated with $1,210 million of additional financing in December 2019
relating to the U.S. Securities Litigation. The decrease in our Loss before benefit from income taxes was partially offset by: (i)
an unfavorable net change in Foreign exchange and other of $38 million and (ii) an increase in the Loss on extinguishment of
debt of $17 million.
Net loss attributable to Bausch Health Companies Inc. for 2020 and 2019 was $560 million and $1,788 million,
respectively, an increase in our results of $1,228 million. The increase in our results was primarily due to: (i) the decrease in
Loss before benefit from income taxes of $903 million, as previously discussed, and (ii) the favorable net change in the Benefit
from income taxes of $321 million.
Summary of 2019 Compared with 2018
Revenues for 2019 and 2018 were $8,601 million and $8,380 million, respectively, an increase of $221 million, or 3%.
The increase was primarily driven by: (i) higher net realized pricing, (ii) higher volumes and (iii) sales of our Trulance®
product, which we added to our portfolio in March 2019 as part of the acquisition of certain assets of Synergy. These increases
in Revenues were partially offset by: (i) the unfavorable effect of foreign currencies, primarily in Europe, Asia and Latin
America, and (ii) the impact of divestitures and discontinuations.
Operating loss for 2019 and 2018 was $203 million and $2,384 million, respectively, an increase in our operating results
of $2,181 million which reflects, among other factors:
•
•
•
•
•
•
•
an increase in contribution (product sales revenue less cost of goods sold, exclusive of amortization and impairments
of intangible assets) of $230 million. The increase was primarily driven by: (i) higher gross selling prices, (ii) higher
volumes, (iii) the incremental contribution of the sales of our Trulance® product, which we added to our portfolio in
March 2019 as part of the acquisition of certain assets of Synergy and (iv) better inventory management, partially
offset by: (i) the unfavorable effect of foreign currencies, (ii) the impact of divestitures and discontinuations, (iii)
higher sales deductions and (iv) the amortization of the inventory fair value step-up recorded in acquisition accounting
related to the inventories we acquired as part of the acquisition of certain assets of Synergy;
an increase in SG&A expenses of $81 million, primarily attributable to: (i) higher selling, advertising and promotion
expenses, (ii) the impact of the acquisition of certain assets of Synergy, (iii) costs in 2019 attributable to our IT
infrastructure improvement projects and (iv) the charge associated with the termination of a co-promotional agreement
with US WorldMeds, LLC. The increase was partially offset by: (i) the favorable effect of foreign currencies, (ii)
lower costs related to professional services and (iii) the impact of divestitures and discontinuations;
an increase in R&D of $58 million primarily attributable to a number of projects within our Bausch + Lomb and GI
businesses;
a decrease in Amortization of intangible assets of $747 million, primarily due to: (i) the impact of the change in the
estimated useful life of the Xifaxan® related intangible assets made in September 2018 to reflect management's
changes in assumptions, (ii) fully amortized intangible assets no longer being amortized in 2019 and (iii) lower
amortization as a result of impairments to intangible assets in prior periods;
a decrease in Goodwill impairments of $2,322 million, as a result of impairments in 2018 to the goodwill of our: (i)
Salix reporting unit upon adopting the new guidance for goodwill impairment accounting at January 1, 2018, (ii) Ortho
Dermatologics reporting unit due to unforeseen changes in business dynamics during the three months ended March
31, 2018 and (iii) Dentistry reporting unit as a result of revised forecasts due to changing market conditions during the
three months ended December 31, 2018;
a decrease in Asset impairments, including loss on assets held for sale of $493 million, primarily related to specific
impairments in 2018 as a result of: (i) decreases in forecasted sales for the Uceris® Tablet product due to generic
competition and (ii) decreases in forecasted sales for the Arestin® product due to changing market conditions; and
an increase in Other expense (income), net of $1,434 million, primarily attributable to: (i) an increase in net charges to
Litigation and other matters primarily related to the settlement of a legacy U.S. securities class action matter (which is
73
subject to an objector's appeal of the final court approval) in 2019, to which the Company and the other settling
defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing and (ii) Acquired in-
process research and development costs incurred during 2019 associated with the upfront payments to enter into
certain exclusive licensing agreements. These increases in other expenses were partially offset by the expected receipt
for the achievement of a milestone related to a certain product.
Operating loss for 2019 and 2018 was $203 million and $2,384 million, respectively, and includes non-cash charges for
Depreciation and amortization of intangible assets of $2,075 million and $2,819 million, Goodwill impairments of $0 and
$2,322 million, asset impairments of $75 million and $568 million and Share-based compensation of $102 million and $87
million, respectively.
Our Loss before benefit from income taxes for 2019 and 2018 was $1,837 million and $4,154 million, respectively, an
increase in our results before benefit from income taxes of $2,317 million. The decrease in our Loss before benefit from income
taxes is primarily attributable to: (i) the increase in our operating results of $2,181 million previously discussed, (ii) the
decrease in the Loss on extinguishment of debt of $77 million and (iii) a decrease in Interest expense of $73 million as a result
of lower principal amounts of outstanding debt for most of 2019, partially offset by the effect of higher interest rates during
2019. The decrease in our Loss before benefit from income taxes was partially offset by an unfavorable net change in Foreign
exchange and other of $15 million.
Net loss attributable to Bausch Health Companies Inc. for 2019 and 2018 was $1,788 million and $4,148 million,
respectively, an increase in our results of $2,360 million. The increase in our results was primarily due to the decrease in Loss
before benefit from income taxes of $2,317 million, as previously discussed, and the increase in the Benefit from income taxes
of $44 million.
74
RESULTS OF OPERATIONS
Our results for the years 2020, 2019 and 2018 were as follows:
(in millions)
Revenues
Product sales
Other revenues
Expenses
Cost of goods sold (excluding amortization and impairments of intangible assets)
2,202
2,297
2,309
Cost of other revenues
Selling, general and administrative
Research and development
Amortization of intangible assets
Goodwill impairments
Asset impairments, including loss on assets held for sale
Restructuring, integration and separation costs
Acquisition-related contingent consideration
Other expense (income), net
Operating income (loss)
Interest income
Interest expense
Loss on extinguishment of debt
Foreign exchange and other
Loss before benefit from income taxes
Benefit from income taxes
Net loss
Net income attributable to noncontrolling interest
Years Ended December 31,
Change
2020
2019
2018
2019 to
2020
2018 to
2019
$ 7,924 $ 8,489 $ 8,271
$
(565) $
218
103
112
109
8,027
8,601
8,380
(9)
(574)
(95)
(6)
(187)
(19)
(252)
—
39
(9)
36
3
221
(12)
11
81
58
(747)
(2,322)
(493)
9
21
(960)
1,434
1
78
(17)
(38)
903
321
1
73
77
(15)
2,317
44
47
53
42
2,367
2,554
2,473
452
471
1,645
1,897
—
114
22
48
—
75
31
12
454
1,414
413
2,644
2,322
568
22
(9)
(20)
676
13
12
11
(1,534)
(1,612)
(1,685)
(59)
(30)
(42)
(119)
8
23
(934)
(1,837)
(4,154)
375
54
10
7,351
8,804
10,764
(1,453)
(1,960)
(203)
(2,384)
879
2,181
(559)
(1,783)
(4,144)
1,224
2,361
(1)
(5)
(4)
4
(1)
Net loss attributable to Bausch Health Companies Inc.
$
(560) $ (1,788) $ (4,148) $ 1,228 $ 2,360
A detailed discussion of the year-over-year changes of the Company’s 2019 results compared with that of 2018 can be
found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report
on Form 10-K for the year ended December 31, 2019 filed on February 19, 2020.
75
2020 Compared with 2019
Revenues
Our revenues are primarily generated from product sales, principally in the therapeutic areas of eye-health, GI and
dermatology, that consist of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) OTC products
and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices). Other
revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue
primarily in the areas of dermatology and topical medication. Contract service revenue is derived primarily from contract
manufacturing for third parties and is not material. See Note 22, "SEGMENT INFORMATION" to our audited Consolidated
Financial Statements for the disaggregation of revenues 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.
Our revenues were $8,027 million and $8,601 million for 2020 and 2019, respectively, a decrease of $574 million, or 7%.
The decrease was primarily driven by: (i) lower volumes of $528 million primarily in our Bausch + Lomb/International and
Diversified Products segments primarily due to social restrictions and other precautionary measures taken in response to the
COVID-19 pandemic, as previously discussed, (ii) the unfavorable effect of foreign currencies of $39 million primarily in Latin
America and (iii) the impact of divestitures and discontinuations of $20 million. The decreases in our revenues were partially
offset by the incremental product sales of our Trulance® product, which we added to our portfolio in March 2019 as part of the
acquisition of certain assets of Synergy of $13 million. Net realized pricing was flat with increases in Bausch + Lomb/
International and Diversified Products being offset by decreases in Salix and Ortho Dermatologics.
Our 2020 revenues were most negatively impacted during our second quarter by the social restrictions and other
precautionary measures taken in response to the COVID-19 pandemic. However, as governments began lifting social
restrictions, allowing offices of certain health care providers to reopen and certain surgeries and elective medical procedures to
proceed, the negative trend in the revenues of certain businesses began to level off and stabilize prior to our third quarter of
2020. Our revenues for the three months ended December 31, 2020 and 2019 were $2,213 million and $2,224 million,
respectively, a decrease of $11 million. This decrease of less than 1% represents a continuing improving trend over the
decreases in our year-over-year revenues for the three month periods ended June 30, 2020 and September 30, 2020 of 23% and
3%, respectively, and suggests that a recovery is underway. Presuming there continues to be increased availability of effective
vaccines and any resurgence of the COVID-19 virus and variant strains thereof do not have a material adverse impact on efforts
to contain the COVID-19 virus, the Company anticipates an ongoing, gradual global recovery from the significant
macroeconomic and health care impacts of the pandemic that occurred during the first-half of 2020 and anticipates that its
affected businesses could return to pre-pandemic levels during 2021. However, the rates of recovery for each business will vary
by geography and will be dependent upon, among other things, the availability and effectiveness of vaccines for the COVID-19
virus, government responses, rates of economic recovery, precautionary measures taken by patients and customers, the rate at
which remaining social restrictions are lifted and once lifted, the presumption that social restrictions will not be materially
reenacted in the event of a resurgence of the virus and other actions taken in response to the COVID-19 pandemic.
The changes in our year over year segment revenues and segment profits, including the impacts of COVID-19 pandemic
related matters for 2020, are discussed in further detail in the respective subsequent sections “ — Reportable Segment Revenues
and Profits”.
Cash Discounts and Allowances, Chargebacks and Distribution Fees
As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at net
product sales. Provisions for these deductions are recognized concurrently with the recognition of gross product sales. These
provisions include cash discounts and allowances, chargebacks, and distribution fees, which are paid or credited to direct
customers, as well as rebates and returns, which can be paid or credited to direct and indirect customers. As more fully
discussed in Note 2, "SIGNIFICANT ACCOUNTING POLICIES" to our audited Consolidated Financial Statements, the
Company continually monitors the provisions for these deductions and evaluates the estimates used as additional information
becomes available. Price appreciation credits are generated when we increase a product’s wholesaler acquisition cost (“WAC”)
under our contracts with certain wholesalers. Under such contracts, we are entitled to credits from such wholesalers for the
impact of that WAC increase on inventory on hand at the wholesalers. In wholesaler contracts, such credits are offset against
the total distribution service fees we pay on all of our products to each such wholesaler. In addition, some payor contracts
require discounting if a price increase or series of price increases in a contract period exceeds a negotiated threshold. Provision
balances relating to amounts payable to direct customers are netted against trade receivables and balances relating to indirect
customers are included in accrued liabilities.
76
We actively manage these offerings, focusing on the incremental costs of our patient assistance programs, the level of
discounting to non-retail accounts and identifying opportunities to minimize product returns. We also concentrate on managing
our relationships with our payors and wholesalers, reviewing the ranges of our offerings and being disciplined as to the amount
and type of incentives we negotiate.
Provisions recorded to reduce gross product sales to net product sales and revenues for 2020 and 2019 were as follows:
(in millions)
Gross product sales
Provisions to reduce gross product sales to net product sales
Discounts and allowances
Returns
Rebates
Chargebacks
Distribution service fees
Net product sales
Years Ended December 31,
2019
2020
Amount
Pct.
Amount
Pct.
$
12,960
100.0 % $
13,776
100.0 %
621
120
2,174
1,925
4.8 %
0.9 %
16.8 %
14.9 %
776
113
2,265
1,938
5.6 %
0.8 %
16.4 %
14.1 %
196
1.5 %
195
1.5 %
5,036
7,924
38.9 %
61.1 % $
5,287
8,489
38.4 %
61.6 %
$
Cash discounts and allowances, returns, rebates, chargebacks and distribution fees as a percentage of gross product sales
were 38.9% and 38.4% in 2020 and 2019, respectively. Changes in cash discounts and allowances, returns, rebates, chargebacks
and distribution fees as a percentage of gross product sales were primarily driven by:
•
•
•
•
•
discounts and allowances as a percentage of gross product sales was lower primarily due to lower discount rates for
certain generic products, such as Glumetza® AG, Migranal® AG and Syprine® AG, partially offset by the impact of
higher gross product sales of Xifaxan® and Lotemax® AG;
returns as a percentage of gross product sales was relatively unchanged. Over the last several years, the Company
increased its focus on maximizing operational efficiencies and continues to take actions to reduce product returns,
including but not limited to: (i) monitoring and reducing customer inventory levels, (ii) instituting disciplined
pricing policies and (iii) improving contracting. These actions have had the effect of improving sales return
experience, primarily related to branded and generic products. Included in the product sales return provisions for
2020 and 2019 are reductions in variable consideration for sales returns related to past sales of approximately $38
million and $80 million, respectively. See Note 2, "SIGNIFICANT ACCOUNTING POLICIES" to our audited
Consolidated Financial Statements regarding further details related to product sales provisions;
rebates as a percentage of gross product sales was higher primarily due the impact of: (i) increases in gross product
sales for products that carry higher contractual rebates and co-pay assistance programs, including the impact of
incremental rebates from contractual price increase limitations for promoted products, such as Xifaxan® and Jublia®
and (ii) sales of our Trulance® product, which we added to our portfolio in March 2019 as part of the acquisition of
certain assets of Synergy, partially offset by decreases in gross product sales for products which carry higher rebate
rates, such as Apriso® as a result of its generic release, Lotemax® Suspension and Lotemax® Gel;
chargebacks as a percentage of gross product sales was higher primarily due to the impact of: (i) higher chargeback
rates and gross product sales for Glumetza® SLX, Xifaxan® and Nifedical® and (ii) the release of the generic
Apriso® AG (December 2019). The higher chargebacks as a percentage of gross product sales were partially offset
by the impact of lower gross product sales of: (i) certain generic products, such as Glumetza® AG, Targretin® AG,
and Ofloxacin and (ii) the branded product Nifedical®; and
distribution service fees as a percentage of gross product sales was unchanged as the impact of: (i) higher gross
product sales and higher distribution service fee rates associated with our Xifaxan® and Glumetza® SLX products
and (ii) sales of our Trulance® product, which we added to our portfolio in March 2019 as part of the acquisition of
certain assets of Synergy were offset by the impact of lower gross product sales of certain branded products, such as
Apriso® as a result of its generic release. Price appreciation credits are offset against the distribution service fees we
pay wholesalers and were $15 million and $11 million for 2020 and 2019, respectively.
77
Operating Expenses
Cost of Goods Sold (exclusive of amortization and impairments of intangible assets)
Cost of goods sold primarily includes: manufacturing and packaging; the cost of products we purchase from third parties;
royalty payments we make to third parties; depreciation of manufacturing facilities and equipment; and lower of cost or market
adjustments to inventories. Cost of goods sold excludes the amortization and impairments of intangible assets.
Cost of goods sold was $2,202 million and $2,297 million for 2020 and 2019, respectively, a decrease of $95 million, or
4%. The decrease was primarily driven by: (i) lower third-party royalty costs, (ii) lower volumes, as previously discussed, and
(iii) the favorable impact of foreign currencies. The decrease was partially offset by: (i) higher manufacturing variances
primarily due to the impacts of the COVID-19 pandemic and (ii) changes in product mix.
Cost of goods sold as a percentage of Product sales revenue was 27.8% and 27.1% for 2020 and 2019, respectively, an
increase of 0.7 percentage points. Costs of goods sold as a percentage of Product sales revenue was unfavorably impacted as a
result of: (i) changes in product mix and (ii) higher manufacturing variances primarily due to the impacts of the COVID-19
pandemic. These factors were partially offset by lower third-party royalty costs.
Selling, General and Administrative Expenses
SG&A expenses primarily include: employee compensation associated with sales and marketing, finance, legal,
information technology, human resources and other administrative functions; certain outside legal fees and consultancy costs;
product promotion expenses; overhead and occupancy costs; depreciation of corporate facilities and equipment; and other
general and administrative costs. Also included in SG&A expenses for 2020 are separation-related costs. The Company has
incurred, and will incur, separation-related costs which are incremental costs indirectly related to the Separation. Separation-
related costs include, but are not limited to: (i) IT infrastructure and software licensing costs, (ii) rebranding costs and (iii) costs
associated with facility relocation and/or modification.
SG&A expenses were $2,367 million and $2,554 million for 2020 and 2019, respectively, a decrease of $187 million, or
7%. The decrease was primarily attributable to: (i) the impacts of social restrictions and other precautionary measures taken in
response to the COVID-19 pandemic, as previously discussed, and (ii) profit protection measures taken to manage and reduce
operating expenses during the COVID-19 pandemic and resulted in decreases in: (a) advertising and promotion expenses and
(b) selling expenses. The profit protection measures have been successful in expanding the profit margins in many of our
businesses. As the pace of recovery in each geography accelerates, we expect to allocate more resources to selling and other
promotional activities to drive our return to sustainable revenue and profit growth. Therefore, if the recovery continues, we
expect our operating expenses to increase in support of our existing products, product launches and products in development
and expect to see our operating expenses in 2021 exceed our operating expenses in 2020 as a result. Included within SG&A
expenses for 2020 were $21 million of separation-related costs. Included within SG&A expenses for 2019 was a charge
associated with the termination of a certain co-promotional agreement.
Research and Development Expenses
Included in Research and development are costs related to our product development and quality assurance programs.
Expenses related to product development include: employee compensation costs; overhead and occupancy costs; depreciation
of research and development facilities and equipment; clinical trial costs; clinical manufacturing and scale-up costs; and other
third-party development costs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards and
include: employee compensation costs; overhead and occupancy costs; amortization of software; and other third-party costs.
R&D expenses were $452 million and $471 million for 2020 and 2019, respectively, a decrease of $19 million, or 4%.
R&D expenses as a percentage of Product sales were approximately 6% and 5% for 2020 and 2019, respectively.
As previously discussed, primarily during our second quarter of 2020, certain of our R&D activities were limited and
others, including new patient enrollments in clinical trials, were temporarily paused as most trial sites were not able to accept
new patients due to government mandated shutdowns. However, during our third quarter of 2020, many of these trial sites
began to reopen and we saw the pace of new patient enrollments increasing, getting close to their pre-COVID-19 levels in the
U.S. As of the date of this filing, we have not had to make material changes to our development timelines and the pause in our
clinical trials have not had a material impact on our operating results; however, a resurgence of the virus could result in
unanticipated delays in our ability to conduct new patient enrollments and create other delays which could have a significant
adverse effect on our future operating results.
78
Amortization of Intangible Assets
Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, generally
2 to 20 years. Management continually assesses the useful lives related to the Company's long-lived assets to reflect the most
current assumptions.
Amortization of intangible assets was $1,645 million and $1,897 million for 2020 and 2019, respectively, a decrease of
$252 million, or 13%. The decrease was primarily attributable to fully amortized intangible assets no longer being amortized in
2020.
See Note 8, "INTANGIBLE ASSETS AND GOODWILL" to our audited Consolidated Financial Statements for further
details related to our intangible assets.
Asset impairments, including loss on assets held for sale
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. 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 were $114 million and $75 million for 2020 and 2019,
respectively, an increase of $39 million. Asset impairments, including loss on assets held for sale for 2020 included
impairments of: (i) $96 million to reduce the carrying value of a business within the Bausch + Lomb/International segment to
its estimated fair value less costs to sell due to classifying the business as held for sale, (ii) $16 million, in aggregate, due to
decreases in forecasted sales of certain product lines, (iii) $1 million, in aggregate, related to the discontinuance of certain
product lines not aligned with the focus of the Company's core businesses and (iv) $1 million related to Acquired in-process
research and development not in service. Asset impairments, including loss on assets held for sale for 2019 included
impairments of: (i) $58 million reflecting decreases in forecasted sales of certain product lines due to generic competition and
other factors, (ii) $8 million related to assets being classified as held for sale, (iii) $5 million related to certain product/patent
assets associated with the discontinuance of specific product lines not aligned with the focus of the Company's core businesses
and (iv) $4 million related to Acquired in-process research and development not in service.
See Note 8, "INTANGIBLE ASSETS AND GOODWILL" to our audited Consolidated Financial Statements for further
details related to our intangible assets.
Restructuring, Integration and Separation Costs
Restructuring, integration and separation costs were $22 million and $31 million for 2020 and 2019, respectively, a
decrease of $9 million.
Restructuring and integration costs
The Company evaluates opportunities to improve its operating results and implements cost savings programs to
streamline its operations and eliminate redundant processes and expenses. Restructuring and integration costs are expenses
associated with the implementation of these cost savings programs and include expenses associated with: (i) reducing
headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing
contribution margin improvement and other cost reduction initiatives.
Restructuring and integration costs were $11 million and $31 million for 2020 and 2019, respectively, a decrease of
$20 million. During 2020, these costs included: (i) $10 million of facility closure costs and (ii) $1 million of severance and
other costs. During 2019, these costs included: (i) $11 million of severance costs and other costs associated with the acquisition
of certain assets of Synergy, (ii) $11 million of facility closure costs and (iii) $9 million of other severance costs. The Company
continues to evaluate opportunities to streamline its operations and identify additional cost savings globally. Although a specific
plan does not exist at this time, the Company may identify and take additional exit and cost-rationalization restructuring actions
in the future, the costs of which could be material.
Separation costs
The Company has incurred, and will incur, costs associated with activities to effectuate the Separation. These activities
include: (i) separating the eye-health business from the remainder of the Company and (ii) registering the eye-health business as
an independent publicly traded entity. Separation costs are incremental costs directly related to the Separation and include, but
are not limited to: (i) legal, audit and advisory fees, (ii) employee hiring, relocation and travel costs and (iii) costs associated
with establishing a new board of directors and audit committee. Separation costs were $11 million for 2020. The Company is in
79
the planning phase of the Separation and the extent and timing of future charges for these costs cannot be reasonably estimated
at this time and could be material.
See Note 4, "RESTRUCTURING, INTEGRATION AND SEPARATION COSTS" to our audited Consolidated
Financial Statements for further details regarding these actions.
Acquisition-Related Contingent Consideration
Acquisition-related contingent consideration primarily consists of potential milestone payments and royalty obligations
associated with businesses and assets we acquired in the past. These obligations are recorded in the Consolidated Balance
Sheets at their estimated fair values at the acquisition date, in accordance with the acquisition method of accounting. The fair
value of the acquisition-related contingent consideration is remeasured each reporting period, with changes in fair value
recorded in the Consolidated Statements of Operations. The fair value measurement is based on significant inputs not
observable in the market and thus represents a Level 3 measurement as defined in fair value measurement accounting.
Acquisition-related contingent consideration was a loss of $48 million in 2020 and included: (i) net fair value adjustments
of $25 million, which included net fair value adjustments to expected future royalty payments and (ii) accretion for the time
value of money of $23 million. Acquisition-related contingent consideration was a loss of $12 million in 2019 and included
accretion for the time value of money of $22 million, partially offset by net fair value adjustments of $10 million, which
included net fair value adjustments to expected future royalty payments.
See Note 5, "FAIR VALUE MEASUREMENTS" to our audited Consolidated Financial Statements for further details.
Other expense (income), net
Other expense (income), net for 2020 and 2019 consists of the following:
(in millions)
Litigation and other matters
Acquired in-process research and development costs
Net (gain) loss on sales of assets
Acquisition-related costs
Other, net
Other expense (income), net
2020
2019
$
422 $
1,401
32
(1)
—
1
41
(31)
8
(5)
$
454 $
1,414
In 2020, Litigation and other matters includes net charges related to the U.S. Securities Litigation, the SEC Investigation
and the Canadian Securities Litigation and related opt-outs. In 2020, Litigation and other matters also includes an insurance
recovery related to a certain litigation matter. In 2019, Litigation and other matters includes the settlement of a legacy U.S.
securities class action matter (which is subject to an objector's appeal of the final court approval). In December 2019, we
announced that we had agreed to resolve the U.S. Securities Litigation for $1,210 million. Final court approval of this
settlement was granted in January 2021. Subject to an objector's appeal of the Court's final approval order, the settlement
resolves and discharges all claims against the Company in this class action and resolves the most significant of the Company's
remaining legacy legal matters and eliminates a material uncertainty. As part of the settlement, the Company and the other
settling defendants admitted no liability as to the claims against it and denied all allegations of wrongdoing.
In addition to the anticipated resolution of the U.S. Securities Litigation, through the date of this filing, we achieved
dismissals and other positive outcomes in a number of litigations, disputes and investigations, as we continue to actively
address others. These matters and other significant matters are discussed in further detail in Note 20, "LEGAL
PROCEEDINGS" to our audited Consolidated Financial Statements.
In 2020 and 2019, Acquired in-process research and development costs of $32 million and $41 million, primarily consist
of costs associated with the upfront payments to enter into certain exclusive licensing agreements. In 2019, Net gain on sales of
assets includes $20 million related to the achievement of a milestone related to a certain product.
Non-Operating Income and Expense
Interest Expense
Interest expense primarily consists of interest payments due, amortization of debt premiums, discounts and deferred
issuance costs on indebtedness under our credit facilities and notes and the amortization of amounts excluded from the
assessment of hedge effectiveness over the term of the Company's cross-currency swaps.
80
Interest expense was $1,534 million and $1,612 million and included non-cash amortization and write-offs of debt
discounts and deferred financing costs of $61 million and $63 million for 2020 and 2019, respectively. Interest expense
decreased $78 million, or 5%, primarily due to: (i) a lower weighted average stated rate of interest, (ii) lower interest as a result
of debt repayments during the year and (iii) a benefit related to the Company's cross-currency swaps. These decreases were
partially offset by the interest associated with $1,210 million of additional financing in December 2019 relating to the U.S.
Securities Litigation. The weighted average stated rate of interest as of December 31, 2020 and 2019 was 6.02% and 6.21%,
respectively.
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for further details.
Loss on Extinguishment of Debt
Loss on extinguishment of debt represents the differences between the amounts paid to settle extinguished debts and the
carrying value of the related extinguished debt. Loss on extinguishment of debt was $59 million and $42 million for 2020 and
2019, respectively, associated with a series of transactions which allowed us to refinance and extend the maturities of portions
of our debt arrangements.
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for further details.
Foreign Exchange and Other
Foreign exchange and other primarily includes: (i) translation gains/losses on intercompany loans and third-party
liabilities and (ii) the gain/loss due to foreign currency exchange contracts. Foreign exchange and other was a loss of
$30 million for 2020 as compared to a gain of $8 million for 2019, an unfavorable net change of $38 million.
Income Taxes
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the
temporary differences between the financial statement and income tax bases of assets and liabilities, and for operating losses
and tax credit carryforwards. Deferred tax assets for outside basis differences in investments in subsidiaries are only recognized
if the difference will be realized in the foreseeable future. Benefit from income taxes was $375 million and $54 million in 2020
and 2019, respectively, an increase of $321 million.
Our consolidated foreign rate differential reflects the net total tax cost or benefit on income earned or losses incurred in
jurisdictions outside of Canada as compared to the net total tax cost or benefit of such income (on a jurisdictional basis) at the
Canadian statutory rate of 26.9%. Tax costs below the Canadian statutory rate generate a beneficial foreign rate differential as
do tax benefits generated in jurisdictions where the statutory tax rate exceeds the Canadian statutory tax rate. The net total
foreign rate differentials generated in each jurisdiction in which we operate is not expected to bear a direct relationship to the
net total amount of foreign income (or loss) earned outside of Canada.
In 2020 and 2019, our effective tax rate differs from the statutory Canadian income tax rate primarily due to: (i) the
recording of valuation allowance on entities for which no tax benefit of losses is expected, (ii) the tax benefit generated from
our annualized mix of earnings by jurisdiction and (iii) the discrete treatment of certain tax matters, primarily related to: (a) the
release of a valuation allowance, (b) internal restructurings, (c) changes in uncertain tax positions and (d) changes in the manner
in which an outside basis difference will be recovered in future periods.
We record a valuation allowance against our deferred tax assets to reduce their net carrying value to an amount that we
believe is more likely than not to be realized. In determining our deferred tax asset valuation allowance, we estimate our ability
to utilize future sources of income to realize the benefits of our temporary income tax differences including: (i) net operating
loss carryforwards in each jurisdiction, primarily in Canada, the U.S. and Ireland, (ii) research and development tax credit
carryforwards, (iii) scientific research and experimental development pool carryforwards and (iv) investment tax credit
carryforwards. When we establish/increase or reduce/decrease the valuation allowance, the provision for income taxes will
increase or decrease, respectively, in the period such determination is made. Our valuation allowance against deferred tax assets
as of December 31, 2020 and 2019 was $2,252 million and $2,831 million, respectively, a decrease of $579 million which was
primarily driven by a release of valuation allowance for a change in judgment during 2020 related to previously established
deferred tax assets.
See Note 17, "INCOME TAXES" to our audited Consolidated Financial Statements for further details.
81
Reportable Segment Revenues and Profits
Our portfolio of products falls into four operating and reportable segments: (i) Bausch + Lomb/International, (ii) Salix,
(iii) Ortho Dermatologics and (iv) Diversified Products.
The following is a brief description of our segments:
•
•
•
•
The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC
products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision
Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales
in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products,
branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products.
The Salix segment consists of sales in the U.S. of GI products.
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products
and (ii) global sales of Solta medical aesthetic devices.
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of
neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products.
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as
Amortization of intangible assets, Asset impairments, including loss on assets held for sale, Restructuring, integration and
separation costs, Acquisition-related contingent consideration costs and Other expense (income), net, are not included in the
measure of segment profit, as management excludes these items in assessing segment financial performance. See Note 22,
"SEGMENT INFORMATION" to our audited Consolidated Financial Statements for a reconciliation of segment profit to Loss
before benefit from income taxes.
The following table presents segment revenues, segment revenues as a percentage of total revenues and the year over year
changes in segment revenues for 2020 and 2019. The following table also presents segment profits, segment profits as a
percentage of segment revenues and the year over year changes in segment profits for 2020 and 2019.
(in millions)
Segment Revenue
Years Ended December 31,
2020
2019
Change
2019 to 2020
Amount
Pct.
Amount
Pct.
Amount
Pct.
Bausch + Lomb/International
$ 4,408
55 % $ 4,739
55 % $
Salix
Ortho Dermatologics
Diversified Products
Total revenues
1,904
24 %
2,022
23 %
553
7 %
565
7 %
1,162
14 %
1,275
15 %
$ 8,027
100 % $ 8,601
100 % $
(331)
(118)
(12)
(113)
(574)
(7) %
(6) %
(2) %
(9) %
(7) %
Segment Profits / Segment Profit Margins
Bausch + Lomb/International
$ 1,159
26 % $ 1,332
28 % $
(173)
(13) %
Salix
Ortho Dermatologics
Diversified Products
Total segment profit
1,338
70 %
1,349
67 %
233
848
42 %
73 %
222
932
39 %
73 %
(11)
11
(84)
$ 3,578
45 % $ 3,835
45 % $
(257)
(1) %
5 %
(9) %
(7) %
Organic Revenues and Organic Growth Rates (non-GAAP)
Organic growth, a non-GAAP metric, is defined as a change on a period-over-period basis in revenues on a constant
currency basis (if applicable) excluding the impact of recent acquisitions, divestitures and discontinuations. Organic revenue
growth (non-GAAP) is growth in GAAP Revenue (its most directly comparable GAAP financial measure), adjusted for certain
items, of businesses that have been owned for one or more years. Organic revenue (non-GAAP) is impacted by changes in
product volumes and price. The price component is made up of two key drivers: (i) changes in product gross selling price and
(ii) changes in sales deductions. The Company uses organic revenue (non-GAAP) and organic revenue growth (non-GAAP) to
assess performance of its reportable segments, and the Company in total, without the impact of foreign currency exchange
82
fluctuations and recent acquisitions, divestitures and product discontinuations. The Company believes that such measures are
useful to investors as they provide a supplemental period-to-period comparison.
Organic revenue growth (non-GAAP) reflects adjustments for: (i) the impact of period-over-period changes in foreign
currency exchange rates on revenues and (ii) the revenues associated with acquisitions, divestitures and discontinuations of
businesses divested and/or discontinued. These adjustments are determined as follows:
Foreign currency exchange rates: Although changes in foreign currency exchange rates are part of our business, they are
not within management’s control. Changes in foreign currency exchange rates, however, can mask positive or negative trends in
the underlying business performance. The impact for changes in foreign currency exchange rates is determined as the difference
in the current period reported revenues at their current period currency exchange rates and the current period reported revenues
revalued using the monthly average currency exchange rates during the comparable prior period.
Acquisitions, divestitures and discontinuations: In order to present period-over-period organic revenues (non-GAAP) on
a comparable basis, revenues associated with acquisitions, divestitures and discontinuations are adjusted to include only
revenues from those businesses and assets owned during both periods. Accordingly, organic revenue growth (non-GAAP)
excludes from the current period, all revenues attributable to each acquisition for twelve months subsequent to the day of
acquisition, as there are no revenues from those businesses and assets included in the comparable prior period. Organic revenue
growth (non-GAAP) excludes from the prior period (but not the current period), all revenues attributable to each divestiture and
discontinuance during the twelve months prior to the day of divestiture or discontinuance, as there are no revenues from those
businesses and assets included in the comparable current period.
The following table presents a reconciliation of GAAP revenues to organic revenues (non-GAAP) and presents organic
revenue (Non-GAAP) and the year over year changes in organic revenue (Non-GAAP) for 2020 and 2019 by segment.
(in millions)
Year Ended December 31, 2020
Year ended December 31, 2019
Revenue
as
Reported
Changes in
Exchange
Rates
Acquisition
Organic
Revenue
(Non-GAAP)
Revenue
as
Reported
Divestitures and
Discontinuations
Organic
Revenue
(Non-GAAP)
Change in
Organic Revenue
Amount
Pct.
Bausch + Lomb/International
$ 4,408 $
42 $
— $
4,450 $ 4,739 $
(19) $
4,720 $
(270)
Salix
Ortho Dermatologics
Diversified Products
1,904
553
1,162
—
(3)
—
(13)
—
—
1,891
550
1,162
2,022
565
1,275
—
—
(1)
2,022
565
1,274
(131)
(15)
(112)
Total
$ 8,027 $
39 $
(13) $
8,053 $ 8,601 $
(20) $
8,581 $
(528)
(6) %
(6) %
(3) %
(9) %
(6) %
Bausch + Lomb/International Segment:
Bausch + Lomb/International Segment Revenue
The Bausch + Lomb/International segment has a diversified product line with no single product group representing 10%
or more of its segment revenues. The Bausch + Lomb/International segment revenue was $4,408 million and $4,739 million for
2020 and 2019, respectively, a decrease of $331 million, or 7%. The decrease was primarily attributable to: (i) a decrease in
volume of $334 million, as discussed below, (ii) the unfavorable effect of foreign currencies of $42 million, primarily in Latin
America and (iii) the impact of divestitures and discontinuations of $19 million. These decreases were partially offset by an
increase in net realized pricing of $64 million, primarily driven by our International Rx and Global Consumer businesses.
The volumes of our Bausch + Lomb/International segment were negatively impacted, primarily in Europe, Asia and the
U.S., by social restrictions and other precautionary measures taken in response to the COVID-19 pandemic, as previously
discussed. The postponement of certain surgical and elective medical procedures related to the COVID-19 pandemic, and
associated declines in pre- and post-operative prescriptions, negatively impacted the volumes of our Global Ophthalmology and
Global Surgical businesses. The reduction in the consumption of contact lenses worldwide due to limited social interactions and
in some regions government recommended use of frames, negatively impacted the volumes of our Global Vision Care business.
During our first quarter of 2020, certain customers engaged in "pantry-loading", which, along with stay-at-home orders,
negatively impacted the volumes of our Global Consumer business for our second quarter of 2020. However, as governments
began lifting social restrictions, the negative trend in the revenues of these businesses began to level off and stabilize prior to
our third quarter of 2020 and continued in the fourth quarter of 2020. Therefore, our revenues for the year 2020 were most
impacted by the COVID-19 pandemic in our second quarter of 2020. Although we experienced additional COVID-19 pandemic
related declines in year-over-year revenues in certain geographies during our third and fourth quarters of 2020, total Bausch +
Lomb/International segment revenues for the three months ended December 31, 2020 and 2019 were $1,242 million and
$1,238 million, respectively, an increase of $4 million. This increase of less than 1% represents a continuing improving trend
over the decreases in our year-over-year revenues for the three month periods ended June 30, 2020 and September 30, 2020 of
27% and 1%, respectively, and suggests that a recovery is underway. Presuming the increased availability of effective vaccines,
83
and any resurgence of the COVID-19 virus and variant strains thereof or reenactment of social restrictions are not significant,
we anticipate that our affected businesses could possibly return to pre-pandemic levels in 2021.
Bausch + Lomb/International Segment Profit
The Bausch + Lomb/International segment profit was $1,159 million and $1,332 million for 2020 and 2019, respectively,
a decrease of $173 million, or 13%. The decrease was primarily driven by the decrease in contribution as a result of social
restrictions and other precautionary measures taken in response to the COVID-19 pandemic, as previously discussed, partially
offset by lower SG&A expenses.
Salix Segment:
Salix Segment Revenue
The Salix segment includes the Xifaxan® product line, which accounted for approximately 78% and 72% of the Salix
segment revenues and approximately 18% and 17% of the Company's revenues for 2020 and 2019, respectively. No other
single product group represents 10% or more of the Salix segment revenues. The Salix segment revenue was $1,904 million and
$2,022 million for 2020 and 2019, respectively, a decrease of $118 million, or 6%. The decrease includes: (i) a decrease in net
realized pricing of $96 million, primarily attributable to higher sales deductions for Glumetza® SLX, partially offset by higher
gross selling prices for Xifaxan®, and (ii) a decrease in volume of $35 million primarily attributable to the decrease in demand
for Apriso® due to LOE. The decrease in revenue was partially offset by sales of our Trulance® product, which we added to our
portfolio in March 2019 as part of the acquisition of certain assets of Synergy, of $13 million.
Certain branded pharmaceutical products within our Salix segment were negatively impacted by social restrictions and
other precautionary measures taken in response to the COVID-19 pandemic, as previously discussed. Although we experienced
COVID-19 pandemic related declines in year-over-year revenues in 2020, Salix segment revenues for the three months ended
December 31, 2020 and 2019 were $527 million and $517 million, respectively, an increase of $10 million. This increase of
2% represents a continuing improving trend over the decreases in our year-over-year revenues for the three month periods
ended June 30, 2020 and September 30, 2020 of 21% and 10%, respectively, and suggests that a recovery is underway.
Presuming the increased availability of effective vaccines, and any resurgence of the COVID-19 virus and variant strains
thereof or reenactment of social restrictions are not significant, we anticipate that our affected Salix businesses could possibly
return to pre-pandemic levels in 2021.
Salix Segment Profit
The Salix segment profit was $1,338 million and $1,349 million for 2020 and 2019, respectively, a decrease of
$11 million, or 1%. The decrease was primarily driven by the decrease in contribution as a result of the decrease in revenue, as
previously discussed, partially offset by lower third-party royalty costs. The decrease in segment profit was partially offset by:
(i) decreases in SG&A expenses due to: (a) COVID-19 pandemic related matters, as previously discussed, and (b) a charge
associated with the termination of a certain co-promotional agreement during 2019 and (ii) the contribution from the sales of
our Trulance® product, which we added to our portfolio in March 2019 as part of the acquisition of certain assets of Synergy.
Ortho Dermatologics Segment:
Ortho Dermatologics Segment Revenue
The Ortho Dermatologics segment includes the Thermage® and Jublia® product lines, which accounted for approximately
38% and 12% of the Ortho Dermatologics segment revenues for 2020, respectively. No other single product group represents
10% or more of the Ortho Dermatologics segment revenues. The Ortho Dermatologics segment revenue was $553 million and
$565 million for 2020 and 2019, respectively, a decrease of $12 million, or 2%. The decrease was primarily attributable to a
decrease in net realized pricing of $26 million partially offset by: (i) an increase in volume of $11 million and (ii) the favorable
effect of foreign currencies of $3 million. The decrease in average realized pricing was the result of higher sales deductions in
our medical dermatology products. The increase in volume was primarily due to increased demand of Thermage FLX®,
primarily in China, and was partially offset by the impact of generic competition as certain products, such as Elidel®, Zovirax®
and Solodyn®, lost exclusivity.
Certain medical aesthetics, therapeutic products and branded pharmaceutical products within our Ortho Dermatologics
segment were negatively impacted by social restrictions and other precautionary measures taken in response to the COVID-19
pandemic. Although we experienced COVID-19 pandemic related declines in year-over-year revenues in 2020, Ortho
Dermatologics segment revenues for the three months ended December 31, 2020 and 2019 were $160 million and $158 million,
respectively, an increase of $2 million. This increase of 1% represents a continuing improving trend over the decreases in our
year-over-year revenues for the three month periods ended June 30, 2020 and September 30, 2020 of 5% and 2%, respectively,
and suggests that a recovery is underway. Presuming the increased availability of effective vaccines, and any resurgence of the
84
COVID-19 virus and variant strains thereof or reenactment of social restrictions are not significant, we anticipate that our
affected businesses could possibly return to pre-pandemic levels in 2021.
Ortho Dermatologics Segment Profit
The Ortho Dermatologics segment profit was $233 million and $222 million for 2020 and 2019, respectively, an increase
of $11 million, or 5%. The increase was primarily driven by decreases in: (i) selling expenses and (ii) R&D expenses and was
partially offset by the decrease in contribution as a result of the decrease in revenue, as previously discussed.
Diversified Products Segment:
Diversified Products Segment Revenue
The following table displays the Diversified Products segment revenues by product and product revenues as a percentage
of segment revenue for 2020 and 2019.
Years Ended December 31,
2020
2019
Change
2019 to 2020
(in millions)
Wellbutrin® Franchise
Aplenzin®
Arestin®
Ativan® Franchise
Neo/Poly/HC Otic
Tobramycin/Dexamethasone
Pepcid®
Diastat® Franchise
Librax® Franchise
Xenazine® Franchise
Other
Amount
Pct.
Amount
Pct.
Amount
$
271
23% $
244
19% $
Pct.
11%
18%
27
15
(24)
(28)%
7
13
2
16%
59%
6%
83
87
43
22
31
6%
7%
3%
2%
2%
2 —%
29 1,450%
35
25
38
3%
2%
3%
(5)
(14)%
5
20%
(9)
(24)%
98
63
50
35
33
31
30
30
29
8%
5%
4%
3%
3%
3%
3%
3%
3%
492
42%
665
53%
(173)
(26)%
Total Diversified Products revenues
$ 1,162
100% $ 1,275
100% $
(113)
(9)%
The Diversified Products segment revenue was $1,162 million and $1,275 million for 2020 and 2019, respectively, a
decrease of $113 million, or 9%. The decrease was primarily driven by: (i) a decrease in volume of $170 million and (ii) the
impact of divestitures and discontinuations of $1 million. The decrease was partially offset by an increase in net realized pricing
of $58 million due to lower sales deductions, primarily within the Wellbutrin® Franchise, and higher gross selling prices. The
decrease in volume was primarily attributable to: (i) the impact of generic competition as certain products in our Neurology and
Other business, such as Cuprimine®, Migranal®, Syprine®, Isuprel® and Xenazine®, lost exclusivity and (ii) the postponement of
certain surgeries and elective medical procedures in response to the COVID-19 pandemic primarily impacting our Dentistry
business. The decrease in volume was partially offset by an increase in volumes for Pepcid® due to a competitor recall in 2020.
Diversified Products Segment Profit
The Diversified Products segment profit was $848 million and $932 million for 2020 and 2019, respectively, a decrease
of $84 million, or 9%. The decrease was primarily driven by the decrease in revenue, as previously discussed.
85
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Summarized cash flow information for the years 2020, 2019 and 2018 is as follows:
(in millions)
Net loss
Adjustments to reconcile Net loss to net cash provided by operating activities
Cash provided by operating activities before changes in operating assets and liabilities
Changes in operating assets and liabilities
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in Cash and cash equivalents and Restricted cash
Cash and cash equivalents and Restricted cash, beginning of year
Years Ended December 31,
Change
2020
2019
2018
2019 to
2020
2018 to
2019
$
(559) $
(1,783) $
(4,144) $
1,224 $
2,361
2,036
1,477
(366)
1,111
(261)
3,602
1,819
(318)
1,501
(419)
5,627
1,483
18
1,501
(196)
(1,566)
(2,025)
(342)
(48)
(390)
158
336
(336)
—
(223)
(2,294)
1,443
(1,353)
(3,737)
2,796
16
(1,428)
3,244
(4)
2,521
723
(26)
(74)
797
20
22
(3,949)
2,595
2,521
(74)
Cash and cash equivalents and Restricted cash, end of year
$
1,816 $
3,244 $
723 $
(1,428) $
2,521
A detailed discussion of the year-over-year changes of the Company’s 2019 summarized cash flow information compared
with that of 2018 can be found under “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 19, 2020.
Operating Activities
Net cash provided by operating activities was $1,111 million and $1,501 million in 2020 and 2019, respectively, a
decrease of $390 million. The decrease was attributable to net decreases in: (i) Cash provided by operating activities before
changes in operating assets and liabilities and (ii) Changes in operating assets and liabilities.
Cash provided by operating activities before changes in operating assets and liabilities for the years 2020 and 2019 was
$1,477 million and $1,819 million, respectively, a decrease of $342 million. The decrease was primarily attributable to: (i) the
negative impacts to our operating results associated with the social restrictions and other precautionary measures taken in
response to the COVID-19 pandemic, as previously discussed, (ii) higher payments of legal settlements in 2020 as compared to
2019 of $153 million and (iii) the upfront payment of $10 million in 2020 with respect to the option to acquire all
ophthalmology assets of Allegro, as previously discussed.
Changes in operating assets and liabilities resulted in a net decrease in cash of $366 million and $318 million in 2020 and
2019, respectively, a decrease of $48 million. During 2020, Changes in operating assets and liabilities was negatively impacted
by: (i) the timing of other payments in the ordinary course of business of $495 million and (ii) an increase in inventories of
$77 million and was partially offset by: (i) the collection of trade receivables of $170 million and (ii) an increase in accrued
interest due to timing of payments of $36 million. During 2019, Changes in operating assets and liabilities was negatively
impacted by: (i) the build-up of inventories of $209 million and (ii) the timing of other payments in the ordinary course of
business of $180 million and was partially offset by: (i) the collection of trade receivables of $39 million and (ii) an increase in
accrued interest due to timing of payments of $32 million.
Investing Activities
Net cash used in investing activities was $261 million in 2020 and was primarily driven by Purchases of property, plant
and equipment of $302 million partially offset by: (i) Interest settlements from cross-currency swaps of $23 million and (ii)
Proceeds from sale of assets and businesses, net of costs to sell of $21 million, primarily related to the receipt of a milestone
payment associated with a prior year divestiture.
Net cash used in investing activities was $419 million in 2019 and was driven by: (i) Purchases of property, plant and
equipment of $270 million and (ii) Acquisition of businesses, net of cash acquired of $180 million, related to the acquisition of
certain assets of Synergy. Net cash used in investing activities was partially offset by Proceeds from sale of assets and
businesses, net of costs to sell of $45 million, primarily related to the receipt of a milestone payment associated with a prior
year divestiture.
86
Financing Activities
Our financing activities reflect our leadership's commitment to improve the Company’s capital structure. Through debt
repayments and refinancings during 2020 and 2019, we have effectively managed our capital structure which has allowed us to,
among other things: (i) improve our credit ratings, (ii) access the credit markets to finance amounts owed under the Company's
previously announced $1,210 million settlement agreement relating to the U.S. Securities Litigation without negatively
impacting our working capital available for operations and (iii) eliminate our mandatory scheduled principal repayments of our
debt obligations through 2024.
Net cash used in financing activities during 2020 was $2,294 million and was primarily driven by repayments of long-
term debt, net of issuances and related discounts, of $2,187 million. These repayments primarily include: (i) $1,240 million of
May 2023 Unsecured Notes, which was previously financed as part of the December 2019 Financing and Refinancing
Transactions and (ii) debt repayments during 2020 with cash on hand of $902 million.
Net cash provided by financing activities during 2019 was $1,443 million and primarily reflects the aggregate net
proceeds from the issuance of the 5.00% January 2028 Unsecured Notes and January 2030 Unsecured Notes of $2,472 million,
partially offset by: (i) debt repayments during 2019 with cash on hand of $906 million and (ii) payments for all other financing
activities. The aggregate net proceeds from the issuance of the January 2028 Unsecured Notes and January 2030 Unsecured
Notes are to be used and were used to: (i) pay the Company's previously announced $1,210 million settlement agreement
relating to the U.S. Securities Litigation (which is subject to an objector's appeal of the final court approval), the full amount of
which we paid into an escrow fund under the terms of a settlement agreement and is included within Restricted cash as of
December 31, 2020, and (ii) redeem $1,240 million of May 2023 Unsecured Notes on January 16, 2020.
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for further details
regarding the financing activities previously described.
Liquidity and Debt
Future Sources of Liquidity
Our primary sources of liquidity are our cash and cash equivalents, cash collected from customers, funds as available
from our revolving credit facility, issuances of long-term debt and issuances of equity and equity-linked securities. We believe
these sources will be sufficient to meet our current liquidity needs for the next twelve months.
The Company regularly evaluates market conditions, its liquidity profile, and various financing alternatives for
opportunities to enhance its capital structure. If opportunities are favorable, the Company may refinance or repurchase existing
debt or issue equity or equity-linked securities. As a result of prepayments and the series of refinancing transactions, we have
no debt maturities or mandatory amortization payments due until 2024. We believe our existing cash and cash generated from
operations will be sufficient to service our debt obligations in the years 2021 through 2023.
Long-term Debt
Long-term debt, net of unamortized discounts and finance costs was $23,925 million and $25,895 million as of December
31, 2020 and 2019, respectively. Aggregate contractual principal amounts due under our debt obligations were $24,185 million
and $26,188 million as of December 31, 2020 and 2019, respectively, a decrease of $2,003 million. The decrease was primarily
driven by net debt repayments previously discussed under " - Cash Flows - Financing Activities".
2020 Refinancing Transactions - In May and December 2020, we accessed the credit markets and completed a series of
transactions, whereby we extended $3,250 million in aggregate maturities of certain debt obligations due to mature in 2022 and
2023 out to 2029 through 2031 and $250 million in aggregate amortization payments due in 2022 out to 2029. In addition to
extending $3,500 million in payments due in 2022 and 2023 to 2029 through 2031, the refinancing transactions replaced
secured debt of $1,500 million with unsecured debt. This provides us with more secured debt capacity under our Restated
Credit Agreement and existing indentures if the market for unsecured debt in the future is less favorable. Further, by replacing
$1,500 million of secured debt with unsecured debt we now have additional room under the debt maintenance covenant of our
2023 Revolving Credit Facility that requires us to maintain a first lien net leverage ratio of not greater than 4.00 to 1.00. The
refinancing transactions also repaid in full €1,500 million of debt denominated in euros, thereby reducing our exposure to
fluctuations in the value of the euro.
Our prepayments of debt and refinancing transactions over the last four years translate into lower mandatory repayments
of principal over the next four years, which, in turn, we believe will permit more cash flows to be directed toward developing
our core assets, identifying new product opportunities and repaying additional debt amounts.
87
The mandatory scheduled principal repayments of our debt obligations as of December 31, 2020, were as follows:
(in millions)
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Total
$ — $ — $ — $ 2,291 $ 10,632 $ 1,500 $ 2,250 $ 2,012 $ 3,250 $ 1,250 $ 1,000 $ 24,185
See Note 10, "FINANCING ARRANGEMENTS" to our audited Consolidated Financial Statements for further details.
The weighted average stated rate of interest as of December 31, 2020 and 2019 was 6.02% and 6.21%, respectively.
Current Description of Senior Secured Credit Facilities
On June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into the “Senior Secured Credit
Facilities” under the Company’s Fourth Amended and Restated Credit and Guaranty Agreement, as amended by the First
Incremental Amendment to the Restated Credit Agreement, dated as of November 27, 2018, and as further amended (the
“Restated Credit Agreement”) with a syndicate of financial institutions and investors as lenders. The Restated Credit Agreement
provides for a revolving credit facility of $1,225 million, which matures on the earlier of June 1, 2023 and the date that is 91
calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company and Bausch Health
Americas, Inc. ("BHA") in an aggregate principal amount in excess of $1,000 million (the "2023 Revolving Credit Facility")
and term loan facilities of original principal amounts of $4,565 million and $1,500 million, maturing in June 2025 (the “June
2025 Term Loan B Facility”) and November 2025 (the "November 2025 Term Loan B Facility"), respectively. Both the
Company and BHA are borrowers under the 2023 Revolving Credit Facility, borrowings under which may be made in U.S.
dollars, Canadian dollars or euros.
Borrowings under the Senior Secured Credit Facilities in U.S. dollars bear interest at a rate per annum equal to, at the
Company's option, either: (i) a base rate determined by reference to the highest of: (a) the prime rate (as defined in the Restated
Credit Agreement), (b) the federal funds effective rate plus 1/2 of 1.00% or (c) the eurocurrency rate (as defined in the Restated
Credit Agreement) for a period of one month plus 1.00% (or if such eurocurrency rate shall not be ascertainable, 1.00%) or (ii)
a eurocurrency rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such
borrowing adjusted for certain additional costs (provided however, that the eurocurrency rate shall at no time be less than
0.00% per annum), in each case plus an applicable margin.
Borrowings under the 2023 Revolving Credit Facility in euros bear interest at a eurocurrency rate determined by
reference to the costs of funds for euro deposits for the interest period relevant to such borrowing (provided however, that the
eurocurrency rate shall at no time be less than 0.00% per annum), plus an applicable margin.
Borrowings under the 2023 Revolving Credit Facility in Canadian dollars bear interest at a rate per annum equal to, at the
Company's option, either: (i) a prime rate determined by reference to the higher of: (a) the rate of interest last quoted by The
Wall Street Journal as the “Canadian Prime Rate” or, if The Wall Street Journal ceases to quote such rate, the highest per
annum interest rate published by the Bank of Canada as its prime rate and (b) the 1 month BA rate (as defined below) calculated
daily plus 1.00% (provided however, that the prime rate shall at no time be less than 0.00%) or (ii) the bankers’ acceptance rate
for Canadian dollar deposits in the Toronto interbank market (the “BA rate”) for the interest period relevant to such borrowing
(provided however, that the BA rate shall at no time be less than 0.00% per annum), in each case plus an applicable margin.
Subject to certain exceptions and customary baskets set forth in the Restated Credit Agreement, the Company is required
to make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances, including
from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to
reinvestment rights and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt (other than
permitted debt as described in the Restated Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the Restated Credit
Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds
from asset sales (subject to reinvestment rights). These mandatory prepayments may be used to satisfy future amortization.
The applicable interest rate margins for the June 2025 Term Loan B Facility and the November 2025 Term Loan B
Facility are 2.00% and 1.75%, respectively, with respect to base rate and prime rate borrowings and 3.00% and 2.75%,
respectively, with respect to eurocurrency rate and BA rate borrowings. As of December 31, 2020, the stated rates of interest on
the Company’s borrowings under the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility were
3.15% and 2.90% per annum, respectively.
The amortization rate for both the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility is
5.00% per annum. The Company may direct that prepayments be applied to such amortization payments in order of maturity.
As of December 31, 2020, the aggregate remaining mandatory quarterly amortization payments for the Senior Secured Credit
Facilities were $405 million through November 1, 2025.
88
The applicable interest rate margins for borrowings under the 2023 Revolving Credit Facility are 1.50% - 2.00% with
respect to base rate or prime rate borrowings and 2.50% - 3.00% with respect to eurocurrency rate or BA rate borrowings. As
of December 31, 2020, the stated rate of interest on the 2023 Revolving Credit Facility was 3.15% per annum. As of
December 31, 2020, the Company had no outstanding borrowings, $104 million of issued and outstanding letters of credit, and
remaining availability of $1,121 million under its 2023 Revolving Credit Facility. In addition, the Company is required to pay
commitment fees of 0.25% - 0.50% per annum with respect to the unutilized commitments under the 2023 Revolving Credit
Facility, payable quarterly in arrears. The Company also is required to pay: (i) letter of credit fees on the maximum amount
available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on eurocurrency rate
borrowings under the 2023 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, (ii) customary fronting
fees for the issuance of letters of credit and (iii) agency fees.
The Restated Credit Agreement permits the incurrence of incremental credit facility borrowings, up to the greater of
$1,000 million and 28.5% of Consolidated Adjusted EBITDA (as defined in the Restated Credit Agreement), subject to
customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to a
secured leverage ratio of not greater than 3.50:1.00, and, in the case of unsecured debt, a total leverage ratio of not greater than
6.50:1.00 or an interest coverage ratio of not less than 2.00:1.00.
Senior Secured Notes
The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Restated
Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). The Senior Secured Notes and the
guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the
same first priority liens that secure the Company’s obligations under the Restated Credit Agreement under the terms of the
indentures governing the Senior Secured Notes.
The Senior Secured Notes and the guarantees rank equally in right of repayment with all of the Company’s and Note
Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’
respective future subordinated indebtedness. The Senior Secured Notes and the guarantees related thereto are effectively pari
passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien
on the collateral securing the Senior Secured Notes and effectively senior to the Company’s and the Note Guarantors’
respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes, or that is secured
by junior liens, in each case to the extent of the value of the collateral. In addition, the Senior Secured Notes are structurally
subordinated to: (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Secured Notes and (ii)
any of the Company’s debt that is secured by assets that are not collateral.
Upon the occurrence of a change in control (as defined in the indentures governing the Senior Secured Notes), unless the
Company has exercised its right to redeem all of the notes of a series, holders of the Senior Secured Notes may require the
Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest.
The aggregate principal amount of our Senior Secured Notes as of December 31, 2020 and 2019 was $4,250 million and
$5,500 million, respectively, a decrease of $1,250 million representing the repayment of the 6.50% Senior Secured Notes due
March 2022 as part of the 2020 Refinancing Transactions.
Senior Unsecured Notes
The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and
severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit
Facilities. The Senior Unsecured Notes issued by the Company’s subsidiary, BHA, are senior unsecured obligations of BHA
and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than
BHA) that is a guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and BHA, if any, may
be required to guarantee the Senior Unsecured Notes.
If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series
of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the
Senior Unsecured Notes repurchased, plus accrued and unpaid interest.
The aggregate principal amount of our Senior Unsecured Notes as of December 31, 2020 and 2019 was $15,500 million
and $15,532 million, respectively, a decrease of $32 million.
89
Covenant Compliance
Any inability to comply with the covenants under the terms of our Restated Credit Agreement, Senior Secured Notes
indentures or Senior Unsecured Notes indentures could lead to a default or an event of default for which we may need to seek
relief from our lenders and noteholders in order to waive the associated default or event of default and avoid a potential
acceleration of the related indebtedness or cross-default or cross-acceleration to other debt. There can be no assurance that we
would be able to obtain such relief on commercially reasonable terms or otherwise and we may be required to incur significant
additional costs. In addition, the lenders under our Restated Credit Agreement, holders of our Senior Secured Notes and holders
of our Senior Unsecured Notes may impose additional operating and financial restrictions on us as a condition to granting any
such waiver.
During 2019 and 2020, the Company completed several actions which included using cash flows from operations to
repay debt and refinancing debt with near term maturities. These actions have reduced the Company’s debt balance and
positively affected the Company’s ability to comply with its financial maintenance covenant. As of December 31, 2020, the
Company was in compliance with the financial maintenance covenant related to its outstanding debt. The Company, based on
its current forecast for the next twelve months from the date of issuance of this Form 10-K, expects to remain in compliance
with the financial maintenance covenant and meet its debt service obligations over that same period.
The Company continues to take steps to improve its operating results to ensure continual compliance with its financial
maintenance covenant and take other actions to reduce its debt levels to align with the Company’s long-term strategy. The
Company may consider taking other actions, including divesting other businesses, refinancing debt and issuing equity or equity-
linked securities as deemed appropriate, to provide additional coverage in complying with the financial maintenance covenant
and meeting its debt service obligations.
The Senior Notes and Secured Notes are guaranteed by a substantial portion of the Company’s subsidiaries. On a non-
consolidated basis, the non-guarantor subsidiaries had total assets of $2,442 million and $2,682 million and total liabilities of
$1,804 million and $1,075 million as of December 31, 2020 and 2019, respectively, and revenues of $1,320 million and
$1,463 million for 2020 and 2019, respectively, and operating loss of $38 million for 2020 and operating income of
$121 million for 2019.
Credit Ratings
As of February 24, 2021, the credit ratings and outlook from Moody's, Standard & Poor's and Fitch for certain
outstanding obligations of the Company were as follows:
Rating Agency
Moody’s
Standard & Poor’s
Fitch
Corporate Rating
B2
Senior Secured Rating
Ba2
Senior Unsecured Rating
B3
B+
B
BB
BB
B
B
Outlook
Stable
Stable
Stable
Any downgrade in our corporate credit ratings or other credit ratings may increase our cost of borrowing and may
negatively impact our ability to raise additional debt capital.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a
material future effect on our results of operations, financial condition, capital expenditures, liquidity, or capital resources.
Our other future cash requirements relate to working capital, capital expenditures, business development transactions
(contingent consideration), restructuring, integration and separation costs, benefit obligations and litigation settlements. In
addition, we may use cash to enter into licensing arrangements and/or to make strategic acquisitions. We are considering further
acquisition opportunities within our core therapeutic areas, some of which could be sizable.
In addition to our working capital requirements, we expect our primary cash requirements for 2021 to include:
•
Debt repayments—As a result of prepayments and a series of refinancing transactions we have reduced and extended the
maturities of a substantial portion of our long-term debt and have no debt maturities or mandatory amortization payments
due until 2024. We expect to make interest payments of approximately $1,425 million during 2021. We may also elect to
make additional principal payments under certain circumstances. Further, in the ordinary course of business, we may
borrow and repay amounts under our 2023 Revolving Credit Facility to meet business needs;
90
•
•
•
•
•
•
IT Infrastructure Investment—We expect to make payments of approximately $60 million for licensing, maintenance and
capitalizable costs associated with our IT infrastructure improvement projects during 2021;
Capital expenditures—We expect to make payments of approximately $275 million for property, plant and equipment
during 2021;
Contingent consideration payments—We expect to make contingent consideration and other development/approval/sales-
based milestone payments of $164 million during 2021;
Restructuring and integration payments—We expect to make payments of $7 million during 2021 for employee
separation costs and lease termination obligations associated with restructuring and integration actions we have taken
through December 31, 2020;
Benefit obligations—We expect to make aggregate payments under our pension and postretirement obligations of
$14 million during 2021. See Note 11, "PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS" to our
audited Consolidated Financial Statements for further details of our benefit obligations; and
U.S. Securities Litigation Settlement—As more fully discussed in Note 20, "LEGAL PROCEEDINGS" to our audited
Consolidated Financial Statements, we announced that we had agreed to resolve the U.S. Securities Litigation for
$1,210 million. Final court approval of this settlement was granted in January 2021. Subject to an objector's appeal of the
Court's final approval order, the settlement resolves and discharges 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. This settlement resolves the most significant of the Company's remaining legacy legal
matters and eliminates a material uncertainty regarding our Company. As of December 31, 2020, Restricted cash includes
$1,210 million of payments into an escrow fund under the terms of a settlement agreement regarding the U.S. Securities
Litigation.
Costs of Separation
As previously discussed, with the goal of unlocking additional Company value, on August 6, 2020, the Company
announced that it intends to separate its eye-health business into an independent publicly traded entity. The Company has
incurred, and will incur, costs associated with activities to effectuate the Separation. These activities include: (i) separating the
eye-health business from the remainder of the Company and (ii) registering the eye-health business as an independent publicly
traded entity. Separation costs are incremental costs directly related to the Separation and include, but are not limited to: (i)
legal, audit and advisory fees, (ii) employee hiring, relocation and travel costs and (iii) costs associated with establishing a new
board of directors and audit committee. The Company has also incurred, and will incur, separation-related costs which are
incremental costs indirectly related to the Separation. Separation-related costs include, but are not limited to: (i) IT
infrastructure and software licensing costs, (ii) rebranding costs and (iii) costs associated with facility relocation and/or
modification. As of the date of this filing, we are in the planning phase of the Separation and future payments for separation
costs and separation-related costs cannot be reasonably estimated at this time and could be material.
Future Cost Savings Programs
We continue to evaluate opportunities to improve our operating results and may initiate additional cost savings programs
to streamline our operations and eliminate redundant processes and expenses. These cost savings programs may include, but are
not limited to: (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 expenses associated with the
implementation of these cost savings programs could be material and may impact our cash flows.
Option to Acquire All Ophthalmology Assets of Allegro
As previously discussed, on September 21, 2020, we announced that we entered into an agreement which provides us an
option to acquire all ophthalmology assets of Allegro. Aggregate payments under the Option are up to $50 million and include
an upfront payment of $10 million and a second payment of $40 million should Allegro raise additional funding. During 2020,
we made and expensed the upfront payment of $10 million as Acquired in-process research and development. If the Option is
exercised, additional payments to acquire all of the ophthalmology assets of Allegro will be due over time.
Future Litigation Payments
In addition to the U.S. Securities Litigation discussed above, in the ordinary course of business, the Company is involved
in litigation, claims, government inquiries, investigations, charges and proceedings. See Note 20, "LEGAL PROCEEDINGS" to
our audited Consolidated Financial Statements for further details of these matters. Our ability to successfully defend the
Company against pending and future litigation may impact future cash flows.
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Future Licensing Payments
In the ordinary course of business, the Company may enter into select licensing and collaborative agreements for the
commercialization and/or development of unique products primarily in the U.S. and Canada. In connection with these
agreements, the Company may pay an upfront fee to secure the agreement. See Note 3, "ACQUISITIONS, LICENSING
AGREEMENTS AND ASSETS HELD FOR SALE" to our audited Consolidated Financial Statements. Payments associated
with the upfront fee for these agreements cannot be reasonably estimated at this time and could be material.
Unrecognized Tax Benefits
As of December 31, 2020, the Company had unrecognized tax benefits totaling $414 million, of which, $145 million is
expected to be realized within the next twelve months, however a reliable estimate of the period in which the remaining
uncertain tax positions will be payable, if ever, cannot be made.
OUTSTANDING SHARE DATA
Our common shares are listed on the TSX and the NYSE under the ticker symbol “BHC”.
At February 18, 2021, we had 355,619,826 issued and outstanding common shares. In addition, as of February 18, 2021,
we had 8,601,400 stock options and 5,530,821 time-based RSUs that each represent the right of a holder to receive one of the
Company’s common shares, and 2,529,506 performance-based RSUs that represent the right of a holder to receive a number of
the Company's common shares up to a specified maximum. A maximum of 4,164,425 common shares could be issued upon
vesting of the performance-based RSUs outstanding.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our business and financial results are affected by fluctuations in world financial markets, including the impacts of foreign
currency exchange rate and interest rate movements. We evaluate our exposure to such risks on an ongoing basis, and seek
ways to manage these risks to an acceptable level, based on management’s judgment of the appropriate trade-off between risk,
opportunity and cost. We may use derivative financial instruments from time to time as a risk management tool and not for
trading or speculative purposes.
Inflation; Seasonality
We are subject to price control restrictions on our pharmaceutical products in a number of countries in which we now
operate. As a result, our ability to raise prices in a timely fashion in anticipation of inflation may be limited in some markets.
Historically, revenues from our business tend to be weighted toward the second half of the year. Sales in the first quarter
tend to be lower as patient co-pays and deductibles reset at the beginning of each year. Sales in the fourth quarter tend to be
higher based on consumer and customer purchasing patterns associated with health care reimbursement programs. However,
there are no assurances that these historical trends will continue in the future.
Foreign Currency Risk
In the year ended December 31, 2020, a majority of our revenue and expense activities and capital expenditures were
denominated in U.S. dollars. We have exposure to multiple foreign currencies, including, among others, the Euro, Chinese
yuan, Polish zloty, Canadian dollar and Mexican peso. Our operations are subject to risks inherent in conducting business
abroad, including price and currency exchange controls and fluctuations in the relative values of currencies. In addition, to the
extent that we require, as a source of debt repayment, earnings and cash flows from some of our operations located in foreign
countries, we are subject to risk of changes in the value of the U.S. dollar, relative to all other currencies in which we operate,
which may materially affect our results of operations. Where possible, we manage foreign currency risk by managing same
currency revenues in relation to same currency expenses. Further strengthening of the U.S. dollar and/or further devaluation of
foreign currencies will have a negative impact on our reported revenue and reported results. As of December 31, 2020, a 1%
change in foreign currency exchange rates would have impacted our shareholders’ equity by approximately $51 million, which
could be partially mitigated by our cross-currency swaps discussed below.
As of December 31, 2020, the unrealized foreign exchange gain on the translation of the remaining principal amount of
U.S. denominated senior secured and unsecured notes was $361 million, for Canadian income tax purposes. Additionally, as of
December 31, 2020, the unrealized foreign exchange loss on certain intercompany balances was equal to $235 million. One-half
of any realized foreign exchange gain or loss will be included in our Canadian taxable income. Any resulting gain will result in
a corresponding reduction in our available Canadian Losses, Scientific Research and Experimental Development Pool, and/or
Investment Tax Credit carryforward balances. However, the repayment of the senior notes and the intercompany loans
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denominated in U.S. dollars does not result in a foreign exchange gain or loss being recognized in our Consolidated Financial
Statements, as these statements are prepared in U.S. dollars.
We may use derivative financial instruments from time to time to mitigate our foreign currency risk and not for trading or
speculative purposes. During 2019, we entered into cross-currency swaps, with aggregate notional amounts of $1,250 million,
to mitigate fluctuation in the value of a portion of our euro-denominated net investment in our consolidated financial statements
from adverse movements in exchange rates. The euro-denominated net investment being hedged is the Company’s investment
in certain euro-denominated subsidiaries. Prior to 2019, the Company had no derivative instruments for any period presented.
Interest Rate Risk
We currently do not hold financial instruments for speculative purposes. Our financial assets are not subject to significant
interest rate risk due to their short duration. The primary objective of our policy for the investment of temporary cash surpluses
is the protection of principal, and accordingly, we generally invest in high quality, money market investments and time deposits
with varying maturities, but typically less than three months. As it is our intent and policy to hold these investments until
maturity, we do not have a material exposure to interest rate risk.
As of December 31, 2020, we had $19,762 million and $4,423 million principal amount of issued fixed rate debt and
variable rate debt, respectively, that requires U.S. dollar repayment. The estimated fair value of our issued fixed rate debt as of
December 31, 2020 was $20,984 million. If interest rates were to increase by 100 basis-points, the fair value of our issued fixed
rate debt would decrease by approximately $430 million. If interest rates were to decrease by 100 basis-points, the fair value of
our issued fixed rate debt would increase by approximately $375 million. We are subject to interest rate risk on our variable rate
debt as changes in interest rates could adversely affect earnings and cash flows. A 100 basis-points increase in interest rates,
based on 3-month LIBOR, would have an annualized pre-tax effect of approximately $44 million in our Consolidated
Statements of Operations and Consolidated Statements of Cash Flows, based on current outstanding borrowings and effective
interest rates on our variable rate debt. While our variable-rate debt may impact earnings and cash flows as interest rates
change, it is not subject to changes in fair value.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies and estimates are those policies and estimates that are most important and material to the
preparation of our Consolidated Financial Statements, and which require management’s most subjective and complex
judgments due to the need to select policies from among alternatives available, and to make estimates about matters that are
inherently uncertain. We base our estimates on historical experience and other factors that we believe to be reasonable under the
circumstances. On an ongoing basis, we review our estimates to ensure that these estimates appropriately reflect changes in our
business and new information as it becomes available. If historical experience and other factors we use to make these estimates
do not reasonably reflect future activity, our results of operations and financial condition could be materially impacted.
Revenue Recognition
In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on recognizing revenue from
contracts with customers. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity will: (i) identify the
contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv)
allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity
satisfies a performance obligation. In addition to these provisions, the new standard provides implementation guidance on
several other topics, including the accounting for certain revenue-related costs, as well as enhanced disclosure requirements.
The new guidance requires entities to disclose both quantitative and qualitative information that enables users of financial
statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with
customers.
The Company adopted this guidance effective January 1, 2018 using the modified retrospective approach. Based upon
review of customer contracts, the Company concluded the implementation of the new guidance did not have a material
quantitative impact on its 2018 Consolidated Financial Statements as the timing of revenue recognition for product sales did not
significantly change. The new guidance did however result in additional disclosures as to the nature, amounts, and
concentrations of revenue.
The development and application of the critical accounting policies associated with the current revenue recognition
guidance, including the policies associated with each of our product sales provisions and the table showing the activity and
ending balances for our product sales provisions, are discussed in more detail in Note 2, "SIGNIFICANT ACCOUNTING
POLICIES".
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Other Revenues
We generate alliance revenue and service revenue from the licensing of products and from contract services mainly in the
areas of dermatology and topical medication. Contract service revenue is derived primarily from contract manufacturing for
third parties.
Acquisition-Related Contingent Consideration
Some of the business combinations that we have consummated include contingent consideration to be potentially paid
based upon the occurrence of future events, such as sales performance and the achievement of certain future development,
regulatory and sales milestones. Acquisition-related contingent consideration associated with a business combination is initially
recognized at fair value and remeasured each reporting period, with changes in fair value recorded in the Consolidated
Statements of Operations. The estimates of fair value involve the use of acceptable valuation methods, such as probability-
weighted discounted cash flow analysis and Monte Carlo Simulation (when appropriate), and contain uncertainties as they
require assumptions about the likelihood of achieving specified milestone criteria, projections of future financial performance
and assumed discount rates. Changes in the fair value of the acquisition-related contingent consideration result from several
factors including changes in the timing and amount of revenue estimates, changes in probability assumptions with respect to the
likelihood of achieving specified milestone criteria and changes in discount rates. A change in any of these assumptions could
produce a different fair value, which could have a material impact on our results of operations. At December 31, 2020, the fair
value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging
from 6% to 25%.
Intangible Assets
We evaluate potential impairments of amortizable intangible assets acquired through asset acquisitions or business
combinations if events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable.
Our evaluation is based on an assessment of potential indicators of impairment, such as:
•
•
•
an adverse change in legal factors or in the business climate that could affect the value of an asset. For example, a
successful challenge of our patent rights resulting in earlier than expected generic competition;
an adverse change in the extent or manner in which an asset is used or is expected to be used. For example, a decision
not to pursue a product line-extension strategy to enhance an existing product due to changes in market conditions and/
or technological advances; or
current or forecasted reductions in revenue, operating income, or cash flows associated with the use of an asset. For
example, the introduction of a competing product that results in a significant loss of market share.
Impairment exists when the carrying value of the asset exceeds the related estimated undiscounted future cash flows
expected to be derived from the asset. If impairment exists, the carrying value of the asset is adjusted to its fair value. A
discounted cash flow analysis is typically used to determine an asset's fair value, using estimates and assumptions that market
participants would apply. Some of the estimates and assumptions inherent in a discounted cash flow model include the amount
and timing of the projected future cash flows, and the discount rate used to reflect the risks inherent in the future cash flows. A
change in any of these estimates and assumptions could produce a different fair value, which could have a material impact on
our results of operations. In addition, an intangible asset’s expected useful life can increase estimation risk, as longer-lived
assets necessarily require longer-term cash flow forecasts, which for some of our intangible assets can be up to 20 years. In
connection with an impairment evaluation, we also reassess the remaining useful life of the intangible asset and modify it,
as appropriate.
Management continually assesses the useful lives of the Company's long-lived assets.
Indefinite-lived intangible assets, including Acquired in-process research and development and the B&L corporate
trademark, are tested for impairment annually, or more frequently if events or changes in circumstances between annual tests
indicate that the asset may be impaired. Impairment losses on indefinite-lived intangible assets are recognized based solely on a
comparison of their fair value to carrying value, without consideration of any recoverability test. In particular, we will continue
to monitor closely the progression of our R&D programs as their likelihood of success is contingent upon the achievement of
future milestones. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations
— Overview — Focus on Core Business” for additional information regarding our R&D programs.
Goodwill
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
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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 values 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 LOE 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.
Adoption of New Accounting Guidance for Goodwill Impairment Testing
Effective January 1, 2018, the Company elected to early adopt a new accounting standard which simplifies the
subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Goodwill impairment is now
measured as the amount by which a reporting unit's carrying value exceeds its fair value. Upon adopting the new standard, the
Company tested goodwill for impairment and determined that the carrying value of the Salix reporting unit exceeded its fair
value resulting in the Company recognizing a goodwill impairment of $1,970 million associated with the Salix reporting unit.
2018 Annual Goodwill Impairment Test
The Company conducted its 2018 annual goodwill impairment test as of October 1, 2018 and determined that the carrying
value of the Dentistry reporting unit exceeded its fair value and, as a result, the Company recognized a goodwill impairment of
$109 million, representing the full amount of goodwill for the Dentistry reporting unit. Changing market conditions such as: (i)
an increasing competitive environment and (ii) increasing pricing pressures negatively impacted the reporting unit's operating
results. As of October 1, 2018, the fair value of each reporting unit with associated goodwill exceeded its carrying value by
more than 15%.
2019 Annual Goodwill Impairment Test
The Company conducted its annual goodwill impairment test as of October 1, 2019 by first assessing qualitative factors.
Where the qualitative assessment suggested that it was more likely than not that the fair value of a reporting unit was less than
its carrying amount, a quantitative fair value test was performed for that reporting unit. In each quantitative fair value test
performed, the fair value was greater than the carrying value of the reporting unit. As a result, there was no impairment to the
goodwill of any reporting unit.
2020 Interim Goodwill Impairment Assessments
An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur
that indicate an impairment might be present. For example, a substantial decline in the Company’s market capitalization,
changes in reportable segments, unexpected adverse business conditions, economic factors and unanticipated competitive
activities may signal that an interim impairment test is needed. Accordingly, during 2020 the Company continually monitored
among other matters the possible affects and outcomes of the COVID-19 pandemic on, among other things, its supply chain,
customers and distributors, employee base, product sustainability, research and development activities, product pipeline and
consumer demand and related rebates and discounts and has made adjustments, although not considered to be material, to its
long-term forecasts as of October 1, 2019 (the date goodwill was last tested for impairment) for these and other matters. After
completing this assessment, although not completely insulated from the negative effects of the COVID-19 pandemic, the
Company believed that its long-term forecasted cash flows, as adjusted for the possible outcome of the COVID-19 pandemic
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and other matters, did not indicate that the fair value of any reporting unit may be below its carrying value.
On a quarterly basis, using its latest forecasts of cash flows, the Company gave consideration to the nature and timing of
the expected revenue losses resulting from COVID-19 pandemic related matters. No events occurred or circumstances changed
during the period October 1, 2019 through September 30, 2020 that would indicate that the fair value of any reporting unit, with
the exception of the Ortho Dermatologics reporting unit as discussed below, might be below its carrying value. The changes in
the amounts and timing of revenues as presented in the Company's forecasts during 2020 included a range of potential
outcomes and, with the exception of the Ortho Dermatologics reporting unit as discussed below, were not substantial enough to
materially adversely affect the recoverability of any of the associated reporting units’ assets and were not material enough to
indicate that the fair values of those reporting units might be below their respective carrying values. However, based on the
results of the October 1, 2019 annual goodwill impairment test, the Company continued to assess the performance of the Ortho
Dermatologics reporting unit and the Neuro and Other reporting unit on a quarterly basis 2020.
2020 Interim Goodwill Impairment Assessments - Neuro and Other
As part of its quarterly qualitative interim assessments of the Neuro and Other reporting unit, management considered the
totality of all relevant events or circumstances that could have affected the carrying amount or fair value of the reporting unit,
including comparing the reporting unit’s operating results to the forecast used to test the goodwill of the Neuro and Other
reporting unit as of October 1, 2019. Based on the qualitative assessments, management believed that the carrying value of
Neuro and Other reporting unit did not exceed its fair value and, therefore, concluded a quantitative fair value test was not
required for any quarterly period.
2020 Interim Goodwill Impairment Assessments and Testing - Ortho Dermatologics
During the three months ended March 31, 2020, the operating results for the Ortho Dermatologics reporting unit were
less than those forecasted at October 1, 2019 for that period. As part of its qualitative assessment as of March 31, 2020, the
Company revised its forecasts for the year 2020, for among other matters, the lower than originally forecasted operating results
for the three months ended March 31, 2020 and the range of potential impacts of the COVID-19 pandemic, including longer
than expected launch cycles for certain new products. Management believed that the revisions to its forecasts for the year 2020
were indicators that there was less headroom as of March 31, 2020 as compared to the headroom calculated on the date
goodwill was last tested for impairment (October 1, 2019). Therefore, a quantitative fair value test for the Ortho Dermatologics
reporting unit was performed at March 31, 2020. Based on the quantitative fair value test, the fair value of the Ortho
Dermatologics reporting unit continued to be greater than its carrying value and as a result there was no impairment to the
goodwill of the reporting unit at March 31, 2020.
During the three months ended June 30, 2020, the Company identified certain Ortho Dermatologics’ products that were
experiencing longer launch cycles than originally anticipated due to the COVID-19 pandemic and, as a direct result, took
actions to mitigate the impact of these matters, including right-sizing its Ortho Dermatologics’ sales force. As part of its
qualitative assessment as of June 30, 2020, the Company revised its long-term forecasts for, among other matters, the decrease
in forecasted revenues of the identified products, the reduction in sales force and related costs and a range of potential impacts
of COVID-19 pandemic related matters. Management believed that these events were indicators that there was less headroom
as of June 30, 2020 as compared to the headroom calculated on the date Ortho Dermatologics goodwill was last tested for
impairment (March 31, 2020). Therefore, a quantitative fair value test for impairment to the goodwill of the Ortho
Dermatologics reporting unit was performed at June 30, 2020. Based on the quantitative fair value test, the fair value of the
Ortho Dermatologics reporting unit continued to be greater than its carrying value and as a result there was no impairment to
the goodwill of the reporting unit at June 30, 2020.
Management believed that based on its qualitative assessments as of September 30, 2020, it was more likely than not that
the carrying amount of the Ortho Dermatologics reporting unit was less than its fair value and, therefore, concluded a
quantitative fair value test was not required at September 30, 2020.
2020 Annual Goodwill Impairment Test
The Company conducted its annual goodwill impairment test as of October 1, 2020 by first assessing qualitative factors.
Based on its qualitative assessment as of October 1, 2020, 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 a quantitative fair value test for those reporting units was not required. The
Company performed a quantitative fair value test for the Ortho Dermatologics reporting unit as of October 1, 2020, utilizing a
long-term growth rate of 2.0% and a range of discount rates between 9.5% and 9.75%, 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.
If market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment
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charges in the future. Specifically, the Company continues to assess the performance of the Ortho Dermatologics reporting unit
as compared to its respective projections and will perform qualitative interim assessments of the carrying value and fair value
on a quarterly basis to determine if impairment testing of goodwill will be warranted.
See Note 8, "INTANGIBLE ASSETS AND GOODWILL" to our audited Consolidated Financial Statements for further
details on the goodwill impairments recognized in 2018.
The Company expects to realign and begin managing its operations in a manner consistent with the organizational
structure of the two separate entities as proposed by the Separation during the first quarter of 2021, and as a result the Company
may need to perform an impairment test upon realignment of its operating segments.
Contingencies
In the normal course of business, we are subject to loss contingencies, such as claims and assessments arising from
litigation and other legal proceedings, contractual indemnities, product and environmental liabilities and tax matters. Other than
loss contingencies that are assumed in business combinations for which we can reliably estimate the fair value, we are required
to accrue for such loss contingencies if it is probable that the outcome will be unfavorable and if the amount of the loss can be
reasonably estimated. We evaluate our exposure to loss based on the progress of each contingency, experience in similar
contingencies and consultation with our legal counsel. We re-evaluate all contingencies as additional information becomes
available. Given the uncertainties inherent in complex litigation and other contingencies, these evaluations can involve
significant judgment about future events. The ultimate outcome of any litigation or other contingency may be material to our
results of operations, financial condition and cash flows. See Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated
Financial Statements for further details regarding our current legal proceedings. If no accrual is made for a loss contingency
because the amount of loss cannot be reasonably estimated, the Company will disclose contingent liabilities when there is at
least a reasonable possibility that a loss or an additional loss may have been incurred.
Income Taxes
We have operations in various countries that have differing tax laws and rates. Our tax structure is supported by current
domestic tax laws in the countries in which we operate and the application of tax treaties between the various countries in which
we operate. Our income tax reporting is subject to audit by domestic and foreign tax authorities. Our effective tax rate may
change from year to year based on changes in the mix of activities and income earned under our intercompany arrangements
among the different jurisdictions in which we operate, changes in tax laws in these jurisdictions, changes in tax treaties between
various countries in which we operate, changes in our eligibility for benefits under those tax treaties and changes in the
estimated values of deferred tax assets and liabilities. Such changes could result in an increase in the effective tax rate on all or
a portion of our income and/or any of our subsidiaries.
Our provision for income taxes is based on a number of estimates and assumptions made by management. Our
consolidated income tax rate is affected by the amount of income earned in our various operating jurisdictions, the availability
of benefits under tax treaties and the rates of taxes payable in respect of that income. We enter into many transactions and
arrangements in the ordinary course of business in which the tax treatment is not entirely certain. We must therefore make
estimates and judgments based on our knowledge and understanding of applicable tax laws and tax treaties, and the application
of those tax laws and tax treaties to our business, in determining our consolidated tax provision. For example, certain countries
could seek to tax a greater share of income than has been provided for by us. The final outcome of any audits by taxation
authorities may differ from the estimates and assumptions we have used in determining our consolidated income tax provisions
and accruals. This could result in a material effect on our consolidated income tax provision, results of operations, and financial
condition for the period in which such determinations are made.
Our income tax returns are subject to audit in various jurisdictions. Existing and future audits by, or other disputes with,
tax authorities may not be resolved favorably for us and could have a material adverse effect on our reported effective tax rate
and after-tax cash flows. We record liabilities for uncertain tax positions, which involve significant management judgment.
New laws and new interpretations of laws and rulings by tax authorities may affect the liability for uncertain tax positions. Due
to the subjectivity and complex nature of the underlying issues, actual payments or assessments may differ from our estimates.
To the extent that our estimates differ from amounts eventually assessed and paid our income and cash flows may be materially
and adversely affected.
We assess whether it is more likely than not that we will realize the tax benefits associated with our deferred tax assets
and establish a valuation allowance for assets that are not expected to result in a realized tax benefit. A significant amount of
judgment is used in this process, including preparation of forecasts of future taxable income and evaluation of tax planning
initiatives. If we revise these forecasts or determine that certain planning events will not occur, an adjustment to the valuation
allowance will be made to tax expense in the period such determination is made.
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NEW ACCOUNTING STANDARDS
Information regarding the recently issued new accounting guidance (adopted and not adopted as of December 31, 2020)
is contained in Note 2, "SIGNIFICANT ACCOUNTING POLICIES" to our audited Consolidated Financial Statements.
FORWARD-LOOKING STATEMENTS
Caution regarding forward-looking information and statements and “Safe-Harbor” statements under the U.S. Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities laws:
To the extent any statements made in this Form 10-K contain information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, and may be forward-looking information within the meaning defined under
applicable Canadian securities laws (collectively, “forward-looking statements”).
These forward-looking statements relate to, among other things: our business strategy, business plans and prospects and
forecasts and changes thereto; product pipeline, prospective products and product approvals, product development and future
performance and results of current and anticipated products; anticipated revenues for our products; anticipated growth in our
Ortho Dermatologics business; expected R&D and marketing spend; our expected primary cash and working capital
requirements for 2021 and beyond; our plans for continued improvement in operational efficiency and the anticipated impact of
such plans; our liquidity and our ability to satisfy our debt maturities as they become due; our ability to reduce debt levels; our
ability to meet the financial and other covenants contained in our Fourth Amended and Restated Credit and Guaranty
Agreement (the "Restated Credit Agreement") and senior notes indentures; the impact of our distribution, fulfillment and other
third-party arrangements; proposed pricing actions; exposure to foreign currency exchange rate changes and interest rate
changes; the outcome of contingencies, such as litigation, subpoenas, investigations, reviews, audits and regulatory
proceedings; the anticipated impact of the adoption of new accounting standards; general market conditions; our expectations
regarding our financial performance, including revenues, expenses, gross margins and income taxes; our impairment
assessments, including the assumptions used therein and the results thereof; the anticipated impact of the evolving COVID-19
pandemic and related responses from governments and private sector participants on the Company, its supply chain, third-party
suppliers, project development timelines, costs, revenue, margins, liquidity and financial condition, the anticipated timing,
speed and magnitude of recovery from these COVID-19 pandemic related impacts and the Company’s planned actions and
responses to this pandemic; and the Company’s plan to separate its eye-health business, including the structure and timing of
completing such separation transaction.
Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”,
“intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “should”, “target”, “potential”, “opportunity”,
“designed”, “create”, “predict”, “project”, “forecast”, “seek”, “strive”, “ongoing” or “increase” and variations or other similar
expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future
events or circumstances are forward-looking statements. These forward-looking statements may not be appropriate for other
purposes. Although we have previously indicated certain of these statements set out herein, all of the statements in this
Form 10-K that contain forward-looking statements are qualified by these cautionary statements. These statements are based
upon the current expectations and beliefs of management. Although we believe that the expectations reflected in such forward-
looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are applied in making such forward-looking statements, including, but
not limited to, factors and assumptions regarding the items previously outlined, those factors, risks and uncertainties outlined
below and the assumption that none of these factors, risks and uncertainties will cause actual results or events to differ
materially from those described in such forward-looking statements. Actual results may differ materially from those expressed
or implied in such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from
these expectations include, among other things, the following:
•
•
the risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the
availability and effectiveness of vaccines for COVID-19, the rapidly evolving reaction of governments, private sector
participants and the public to that pandemic, and the potential effects and economic impact of the pandemic and the
reaction to it, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and
which may have a significant adverse impact on the Company, including but not limited to its supply chain, third-party
suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which
may increase) and revenue and margins (both of which may decrease);
with respect to the proposed separation of the Company’s eye-health business, the risks and uncertainties include, but
are not limited to, the expected benefits and costs of the separation transaction, the expected timing of completion of
the separation transaction and its terms, the Company’s ability to complete the separation transaction considering the
98
various conditions to the completion of the separation transaction (some of which are outside the Company’s control,
including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other
conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or
other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the
pendency of or following the separation transaction, diversion of management time on separation transaction-related
issues, retention of existing management team members, the reaction of customers and other parties to the separation
transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or U.S. federal
income tax purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency
and the Internal Revenue Service will be sought or obtained), potential dyssynergy costs resulting from the separation
transaction, the impact of the separation transaction on relationships with customers, suppliers, employees and other
business counterparties, general economic conditions, conditions in the markets the Company is engaged in, behavior
of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting the
Company’s business;
the expense, timing and outcome of legal and governmental proceedings, investigations and information requests
relating to, among other matters, our past distribution, marketing, pricing, disclosure and accounting practices
(including with respect to our former relationship with Philidor Rx Services, LLC ("Philidor")), including a number of
pending non-class securities litigations (including certain pending opt-out actions in the U.S. related to the previously
settled securities class action (which is subject to an objector's appeal of the final court approval) and certain opt-out
actions in Canada relating to the recently settled class action in Canada) and purported class actions under the federal
RICO statute and other claims, investigations or proceedings that may be initiated or that may be asserted;
potential additional litigation and regulatory investigations (and any costs, expenses, use of resources, diversion of
management time and efforts, liability and damages that may result therefrom), negative publicity and reputational
harm on our Company, products and business that may result from the past and ongoing public scrutiny of our past
distribution, marketing, pricing, disclosure and accounting practices and from our former relationship with Philidor;
the past and ongoing scrutiny of our legacy business practices, including with respect to pricing, and any pricing
controls or price adjustments that may be sought or imposed on our products as a result thereof;
pricing decisions that we have implemented, or may in the future elect to implement, such as the Patient Access and
Pricing Committee’s commitment that the average annual price increase for our branded prescription pharmaceutical
products will be set at no greater than single digits, or any future pricing actions we may take following review by our
Patient Access and Pricing Committee (which is responsible for the pricing of our drugs);
legislative or policy efforts, including those that may be introduced and passed by the U.S. Congress, designed to
reduce patient out-of-pocket costs for medicines, which could result in new mandatory rebates and discounts or other
pricing restrictions, controls or regulations (including mandatory price reductions);
ongoing oversight and review of our products and facilities by regulatory and governmental agencies, including
periodic audits by the FDA and equivalent agencies outside of the U.S. and the results thereof;
actions by the FDA or other regulatory authorities with respect to our products or facilities;
our substantial debt (and potential additional future indebtedness) and current and future debt service obligations, our
ability to reduce our outstanding debt levels and the resulting impact on our financial condition, cash flows and results
of operations;
our ability to meet the financial and other covenants contained in our Restated Credit Agreement, senior notes
indentures, 2023 Revolving Credit Facility and other current or future debt agreements and the limitations, restrictions
and prohibitions such covenants impose or may impose on the way we conduct our business, including prohibitions on
incurring additional debt if certain financial covenants are not met, limitations on the amount of additional obligations
we are able to incur pursuant to other covenants, our ability to draw under our 2023 Revolving Credit Facility and
restrictions on our ability to make certain investments and other restricted payments;
any default under the terms of our senior notes indentures or Restated Credit Agreement and our ability, if any, to cure
or obtain waivers of such default;
any downgrade by rating agencies in our credit ratings, which may impact, among other things, our ability to raise debt
and the cost of capital for additional debt issuances;
any reductions in, or changes in the assumptions used in, our forecasts for fiscal year 2021 or beyond, including as a
result of the impacts of the COVID-19 pandemic on our business and operations, which could lead to, among other
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99
things: (i) a failure to meet the financial and/or other covenants contained in our Restated Credit Agreement and/or
senior notes indentures and/or (ii) impairment in the goodwill associated with certain of our reporting units or
impairment charges related to certain of our products or other intangible assets, which impairments could be material;
changes in the assumptions used in connection with our impairment analyses or assessments, which would lead to a
change in such impairment analyses and assessments and which could result in an impairment in the goodwill
associated with any of our reporting units or impairment charges related to certain of our products or other intangible
assets;
the uncertainties associated with the acquisition and launch of new products, including, but not limited to, our ability to
provide the time, resources, expertise and funds required for the commercial launch of new products, the acceptance
and demand for new pharmaceutical products, and the impact of competitive products and pricing, which could lead to
material impairment charges;
our ability or inability to extend the profitable life of our products, including through line extensions and other life-
cycle programs;
our ability to retain, motivate and recruit executives and other key employees;
our ability to implement effective succession planning for our executives and key employees;
factors impacting our ability to achieve anticipated growth in our Ortho Dermatologics business, including the success
of recently launched products (such as Arazlo®), expected geographic expansion in our Solta business (including with
respect to Next Generation Thermage FLX®), the ability to successfully implement and operate our cash-pay
prescription program for certain of our Ortho Dermatologics branded products, and the ability of such program to
achieve the anticipated goals respecting patient access and fulfillment, the approval of pending and pipeline products
(and the timing of such approvals), changes in estimates on market potential for dermatology products and continued
investment in and success of our sales force;
factors impacting our ability to achieve anticipated revenues for our products, including changes in anticipated
marketing spend on such products and launch of competing products;
the challenges and difficulties associated with managing a large complex business, which has, in the past, grown
rapidly;
our ability to compete against companies that are larger and have greater financial, technical and human resources than
we do, as well as other competitive factors, such as technological advances achieved, patents obtained and new
products introduced by our competitors;
our ability to effectively operate and grow our businesses in light of the challenges that the Company has faced and
market conditions, including with respect to its substantial debt, pending investigations and legal proceedings, scrutiny
of our past pricing and other practices, limitations on the way we conduct business imposed by the covenants
contained in our Restated Credit Agreement, senior notes indentures and the agreements governing our other
indebtedness, and the impacts of the COVID-19 pandemic;
the extent to which our products are reimbursed by government authorities, pharmacy benefit managers ("PBMs") and
other third-party payors; the impact our distribution, pricing and other practices may have on the decisions of such
government authorities, PBMs and other third-party payors to reimburse our products; and the impact of obtaining or
maintaining such reimbursement on the price and sales of our products;
the inclusion of our products on formularies or our ability to achieve favorable formulary status, as well as the impact
on the price and sales of our products in connection therewith;
the consolidation of wholesalers, retail drug chains and other customer groups and the impact of such industry
consolidation on our business;
our eligibility for benefits under tax treaties and the continued availability of low effective tax rates for the business
profits of certain of our subsidiaries;
the actions of our third-party partners or service providers of research, development, manufacturing, marketing,
distribution or other services, including their compliance with applicable laws and contracts, which actions may be
beyond our control or influence, and the impact of such actions on our Company, including the impact to the Company
of our former relationship with Philidor and any alleged legal or contractual non-compliance by Philidor;
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the risks associated with the international scope of our operations, including our presence in emerging markets and the
challenges we face when entering and operating in new and different geographic markets (including the challenges
created by new and different regulatory regimes in such countries and the need to comply with applicable anti-bribery
and economic sanctions laws and regulations);
adverse global economic conditions and credit markets and foreign currency exchange uncertainty and volatility in
certain of the countries in which we do business;
the impact of the United States-Mexico-Canada Agreement (“USMCA”) and any potential changes to other trade
agreements;
the final outcome and impact of Brexit negotiations;
the trade conflict between the United States and China;
our ability to obtain, maintain and license sufficient intellectual property rights over our products and enforce and
defend against challenges to such intellectual property (such as in connection with the filing by Norwich
Pharmaceuticals Inc. (“Norwich”) of its Abbreviated New Drug Application (“ANDA”) for Xifaxan® (rifaximin) 550
mg tablets and the Company’s related lawsuit filed against Norwich in connection therewith);
the introduction of generic, biosimilar or other competitors of our branded products and other products, including the
introduction of products that compete against our products that do not have patent or data exclusivity rights;
our ability to identify, finance, acquire, close and integrate acquisition targets successfully and on a timely basis and
the difficulties, challenges, time and resources associated with the integration of acquired companies, businesses and
products;
any divestitures of our assets or businesses and our ability to successfully complete any such divestitures on
commercially reasonable terms and on a timely basis, or at all, and the impact of any such divestitures on our
Company, including the reduction in the size or scope of our business or market share, loss of revenue, any loss on
sale, including any resultant impairments of goodwill or other assets, or any adverse tax consequences suffered as a
result of any such divestitures;
the expense, timing and outcome of pending or future legal and governmental proceedings, arbitrations, investigations,
subpoenas, tax and other regulatory audits, examinations, reviews and regulatory proceedings against us or relating to
us and settlements thereof;
our ability to negotiate the terms of or obtain court approval for the settlement of certain legal and regulatory
proceedings;
our ability to obtain components, raw materials or finished products supplied by third parties (some of which may be
single-sourced) and other manufacturing and related supply difficulties, interruptions and delays;
the disruption of delivery of our products and the routine flow of manufactured goods;
economic factors over which the Company has no control, including changes in inflation, interest rates, foreign
currency rates, and the potential effect of such factors on revenues, expenses and resulting margins;
interest rate risks associated with our floating rate debt borrowings;
our ability to effectively distribute our products and the effectiveness and success of our distribution arrangements,
including the impact of our arrangements with Walgreens;
our ability to effectively promote our own products and those of our co-promotion partners;
the success of our fulfillment arrangements with Walgreens, including market acceptance of, or market reaction to,
such arrangements (including by customers, doctors, patients, PBMs, third-party payors and governmental agencies),
and the continued compliance of such arrangements with applicable laws;
our ability to secure and maintain third-party research, development, manufacturing, licensing, marketing or
distribution arrangements;
the risk that our products could cause, or be alleged to cause, personal injury and adverse effects, leading to potential
lawsuits, product liability claims and damages and/or recalls or withdrawals of products from the market;
101
•
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the mandatory or voluntary recall or withdrawal of our products from the market and the costs associated therewith;
the availability of, and our ability to obtain and maintain, adequate insurance coverage and/or our ability to cover or
insure against the total amount of the claims and liabilities we face, whether through third-party insurance or self-
insurance;
the difficulty in predicting the expense, timing and outcome within our legal and regulatory environment, including
with respect to approvals by the FDA, Health Canada and similar agencies in other countries, legal and regulatory
proceedings and settlements thereof, the protection afforded by our patents and other intellectual and proprietary
property, successful generic challenges to our products and infringement or alleged infringement of the intellectual
property of others;
the results of continuing safety and efficacy studies by industry and government agencies;
the success of preclinical and clinical trials for our drug development pipeline or delays in clinical trials that adversely
impact the timely commercialization of our pipeline products, as well as other factors impacting the commercial
success of our products, which could lead to material impairment charges;
the results of management reviews of our research and development portfolio (including following the receipt of
clinical results or feedback from the FDA or other regulatory authorities), which could result in terminations of
specific projects which, in turn, could lead to material impairment charges;
the seasonality of sales of certain of our products;
declines in the pricing and sales volume of certain of our products that are distributed or marketed by third parties,
over which we have no or limited control;
compliance by the Company or our third-party partners and service providers (over whom we may have limited
influence), or the failure of our Company or these third parties to comply, with health care “fraud and abuse” laws and
other extensive regulation of our marketing, promotional and business practices (including with respect to pricing),
worldwide anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the Canadian Corruption of
Foreign Public Officials Act), worldwide economic sanctions and/or export laws, worldwide environmental laws and
regulation and privacy and security regulations;
the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act of 2010 (the “Health Care Reform Act”) and potential amendment thereof and other legislative and
regulatory health care reforms in the countries in which we operate, including with respect to recent government
inquiries on pricing;
the impact of any changes in or reforms to the legislation, laws, rules, regulation and guidance that apply to the
Company and its businesses and products or the enactment of any new or proposed legislation, laws, rules, regulations
or guidance that will impact or apply to the Company or its businesses or products;
the impact of changes in federal laws and policy that may be undertaken following the change in the U.S.
administration;
illegal distribution or sale of counterfeit versions of our products;
interruptions, breakdowns or breaches in our information technology systems; and
risks in Item 1A. “Risk Factors” in this Form 10-K.
Additional information about these factors and about the material factors or assumptions underlying such forward-
looking statements may be found elsewhere in this Form 10-K, under Item 1A. "Risk Factors" and in the Company's other
filings with the SEC and the Canadian Securities Administrators (the “CSA”). When relying on our forward-looking statements
to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. These forward-looking statements speak only as of the date made. We undertake no
obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this
Form 10-K or to reflect actual outcomes, except as required by law. We caution that, as it is not possible to predict or identify
all relevant factors that may impact forward-looking statements, the foregoing list of important factors that may affect future
results is not exhaustive and should not be considered a complete statement of all potential risks and uncertainties.
102
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Information relating to quantitative and qualitative disclosures about market risk is detailed in Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures About
Market Risk” and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is contained in the financial statements set forth in Item 15. “Exhibits and Financial
Statement Schedules” as part of this Form 10-K and is incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2020. Based on
that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of
December 31, 2020, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the
information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and
the Company’s Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over
financial reporting as of December 31, 2020 based on the framework described in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation,
management has concluded that the Company maintained effective internal control over financial reporting as of December 31,
2020.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter of 2020 that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
103
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Information required under this Item is incorporated herein by reference from information included in the 2021 Proxy
Statement.
The Board of Directors has adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer,
the principal accounting officer, controller, and all vice presidents and above in the finance department of the Company
worldwide. A copy of the Code of Ethics can be found as an annex to our Standards of Business Conduct, which is located on
our website at: www.bauschhealth.com. We intend to satisfy the SEC disclosure requirements regarding amendments to, or
waivers from, any provisions of our Code of Ethics on our website.
Item 11. Executive Compensation
Information required under this Item relating to executive compensation is incorporated herein by reference from
information included in the 2021 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required under this Item relating to securities authorized for issuance under equity compensation plans and to
security ownership of certain beneficial owners and management is incorporated herein by reference from information included
in the 2021 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required under this Item relating to certain relationships and transactions with related parties and about
director independence is incorporated herein by reference from information included in the 2021 Proxy Statement.
Item 14. Principal Accounting Fees and Services
Information required under this Item relating to the fees for professional services rendered by our independent auditors in
2020 and 2019 is incorporated herein by reference from information included in the 2021 Proxy Statement.
104
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as a part of the report:
PART IV
(1) The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page F-1
hereof.
(2) Exhibits
All schedules are omitted because they are not applicable or the required information is included in the financial statements
or notes.
Item 16. Form 10-K Summary
None.
105
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
INDEX TO EXHIBITS
Exhibit Description
Certificate of Continuation, dated August 9, 2013, originally filed as Exhibit 3.1 to the Company's Current
Report on Form 8-K filed on August 13, 2013, which is incorporated by reference herein.
Notice of Articles of Valeant Pharmaceuticals International, Inc., dated August 9, 2013, originally filed as
Exhibit 3.2 to the Company's Current Report on Form 8-K filed on August 13, 2013, which is incorporated by
reference herein.
Articles of Valeant Pharmaceuticals International, Inc., dated August 8, 2013, originally filed as Exhibit 3.3 to
the Company's Current Report on Form 8-K filed on August 13, 2013, which is incorporated by reference
herein.
Notice of Articles of Bausch Health Companies Inc., as of July 16, 2018, originally filed as Exhibit 3.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2018,
which is incorporated by reference herein.
Articles of Bausch Health Companies Inc., as of July 13, 2018, originally filed as Exhibit 3.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2018, which is
incorporated by reference herein.
Indenture, dated as of March 27, 2015 (the “VRX Escrow Corp Indenture”), between VRX Escrow Corp., the
Bank of New York Mellon Trust Company, N.A., as trustee, registrar and US paying agent, and The Bank of
New York Mellon, acting through its London branch, as the Euro paying agent, governing the 5.375% Senior
Notes due 2020 (the “2020 Notes”), the 5.875% Senior Notes due 2023 (the “May 2023 Notes”), the 4.50%
Senior Notes due 2023 (the “Euro Notes”) and the 6.125% Senior Notes due 2025 (the “2025 Notes” and
together with the 2020 Notes, the May 2023 Notes and the Euro Notes, the “Notes”), originally filed as Exhibit
4.1 to the Company’s Current Report on Form 8-K filed on March 27, 2015, which is incorporated by
reference herein.
First Supplemental Indenture to the VRX Escrow Corp Indenture, dated as of March 27, 2015, between
Valeant Pharmaceuticals International, Inc., the guarantors named therein and the Bank of New York Mellon
Trust Company, N.A., as trustee, governing the Notes, originally filed as Exhibit 4.2 to the Company's Current
Report on Form 8-K filed on March 27, 2015, which is incorporated by reference herein.
Indenture, dated as of March 21, 2017, by and among Valeant Pharmaceuticals International, Inc., the
guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party
thereto, governing the 6.50% Senior Secured Notes due 2022 and the 7.00% Senior Secured Notes due 2024,
originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 21, 2017, which
is incorporated by reference herein.
Indenture, dated as of October 17, 2017, by and among Valeant Pharmaceuticals International, Inc., the
guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party
thereto, governing the 5.50% Senior Secured Notes due 2025, originally filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on October 17, 2017, which is incorporated by reference herein.
Indenture, dated as of December 18, 2017, by and among Valeant Pharmaceuticals International, Inc., the
guarantors party thereto and The Bank of New York Mellon, as trustee, governing the 9.00% Senior Notes due
2025, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 18,
2017, which is incorporated by reference herein.
Indenture, dated as of March 26, 2018, by and among Valeant Pharmaceuticals International, Valeant
Pharmaceuticals International, Inc., the other guarantors party thereto and The Bank of New York Mellon, as
trustee, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 27, 2018,
which is incorporated by reference herein.
Indenture, dated as of June 1, 2018, by and among Valeant Pharmaceuticals International, Valeant
Pharmaceuticals international, Inc., the other guarantors party thereto and The Bank of New York Mellon, as
trustee, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2018,
which is incorporated by reference herein.
Indenture, dated as of March 8, 2019, by and among Bausch Health Companies Inc., the guarantors named
therein, The Bank of New York Mellon Trust Company, N.A., as trustee, and the notes collateral agents party
thereto, governing the 5.750% Senior Secured Notes due 2027, originally filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on March 8, 2019, which is incorporated by reference herein.
Indenture, dated as of May 23, 2019, by and among Bausch Health Companies Inc., the guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the 7.000% Senior
Notes due 2028 and the 7.250% Senior Notes due 2029, originally filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on May 24, 2019, which is incorporated by reference herein.
106
4.10
4.11
4.12
4.13
4.14
10.1*
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
Indenture, dated as of December 30, 2019, by and among Bausch Health Companies Inc., the guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the 5.000%
Senior Notes due 2028 and the 5.250% Senior Notes due 2030, originally filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on December 30, 2019, which is incorporated by reference
herein.
Indenture, dated as of May 26, 2020, by and among Bausch Health Companies Inc., the guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the 6.250% Senior
Notes due 2029, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 26,
2020, which is incorporated by reference herein.
Indenture, dated as of December 3, 2020, by and among Bausch Health Companies Inc., the guarantors named
therein and The Bank of New York Mellon, N.A., as trustee, governing the 5.000% Senior Notes due 2029 and
the 5.250% Senior Notes due 2031, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-
K filed on December 3, 2020, which is incorporated by reference herein.
Form of Common Share Certificate of Bausch Health Companies Inc., originally filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2018,
which is incorporated by reference herein.
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As
Amended, originally filed as Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on February
19, 2020, which is incorporated by reference herein.
Bausch Health Companies Inc. Further Amended and Restated 2014 Omnibus Incentive Plan, effective as of
April 28, 2020 (the "Amended and Restated 2014 Omnibus Incentive Plan").†
Form of Matching Restricted Stock Unit Agreement (Matching Units) under the Amended and Restated 2014
Omnibus Incentive Plan, originally filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q
filed on August 7, 2018, which is incorporated by reference herein.†
Form of 2016 Stock Option Grant Agreement under the Amended and Restated 2014 Omnibus Incentive Plan,
originally filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2019 filed on May 6, 2019, which is incorporated by reference herein.†
Form of Stock Option Grant Agreement (Nonstatutory Stock Options), under the Amended and Restated 2014
Omnibus Incentive Plan, originally filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2017 filed on February 28, 2018, which is incorporated by reference
herein.†
Form of Director Restricted Share Units Award Agreement (Annual Grants), under the Amended and Restated
2014 Omnibus Incentive Plan, originally filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2017 filed on February 28, 2018, which is incorporated by reference
herein. †
Form of Share Unit Grant Agreement (Performance Vesting) (Performance Restricted Share Units), under the
Amended and Restated 2014 Omnibus Incentive Plan, originally filed as Exhibit 10.16 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on March 1, 2017, which is
incorporated by reference herein.†
Form of Stock Option Grant Agreement (Nonstatutory Stock Options), under the Amended and Restated 2014
Omnibus Incentive Plan, originally filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2016 filed on March 1, 2017, which is incorporated by reference herein.†
Form of Restricted Stock Unit Award Agreement (Restricted Stock Units), under the Amended and Restated
2014 Omnibus Incentive Plan, originally filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2016 filed on March 1, 2017, which is incorporated by reference
herein. †
Form of 2018 Share Unit Grant Agreement (Performance Vesting) (Performance Restricted Share Units),
under the Amended and Restated 2014 Omnibus Incentive Plan, originally filed as Exhibit 10.11 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on February 28,
2018, which is incorporated by reference herein.†
Form of 2018 Restricted Stock Unit Agreement, under the Amended and Restated 2014 Omnibus Incentive
Plan, originally filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 filed on February 28, 2018, which is incorporated by reference herein.†
Form of 2018 Stock Option Grant Agreement (Nonstatutory Stock Options), under the Amended and Restated
2014 Omnibus Incentive Plan, originally filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2017 filed on February 28, 2018, which is incorporated by reference
herein.†
107
10.12
10.13
10.14*
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
Valeant Pharmaceuticals International, Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Incentive
Plan”), effective as of April 6, 2011, as amended on and approved by the shareholders on May 16, 2011,
originally filed as Annex A to the Company's Management Proxy Circular and Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on April 14, 2011, as amended by the
Supplement dated May 10, 2011 to the Company's Management Proxy Circular and Proxy Statement filed with
the Securities and Exchange Commission on May 10, 2011, which is incorporated by reference herein.†
Form of Stock Option Grant Agreement under the 2011 Omnibus Incentive Plan, originally filed as
Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed
on February 28, 2012, which is incorporated by reference herein.†
Form of Spinoff Bonus Program Letter Agreement dated November 2, 2020.†
Valeant Pharmaceuticals International, Inc. Directors Share Unit Plan, effective May 16, 2011, originally filed
as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011
filed on August 8, 2011, which is incorporated by reference herein.†
Employment Agreement between Valeant Pharmaceuticals International, Inc. and Joseph C. Papa, dated as of
April 25, 2016, originally filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April
27, 2016, which is incorporated by reference herein.†
Employment Agreement, dated as of August 17, 2016, between Valeant Pharmaceuticals International, Inc.
and Paul S. Herendeen, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
August 23, 2016, which is incorporated by reference herein.†
Employment Agreement between Valeant Pharmaceuticals International, Inc. and Christina Ackermann, dated
July 8, 2016, originally filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2016 filed on March 1, 2017, which is incorporated by reference herein.†
Employment Agreement between Valeant Pharmaceuticals International, Inc. and William Humphries, dated
December 1, 2016, originally filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017 filed on February 28, 2018, which is incorporated by reference herein.†
Employment Agreement between Valeant Pharmaceuticals International, Inc. and Thomas Appio, dated March
23, 2017, originally filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 filed on February 28, 2018, which is incorporated by reference herein.†
Employment Agreement between Bausch Health Companies Inc. and Joseph F. Gordon, dated August 2, 2018,
originally filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2019 filed on May 6, 2019, which is incorporated by reference herein.†
First Incremental Amendment, dated as of November 27, 2018, to the Fourth Amended and Restated Credit
and Guaranty Agreement, by and among Bausch Health Companies Inc., Valeant Pharmaceuticals
International, certain subsidiaries of Bausch Health Companies Inc. as guarantors, each of the financial
institutions named therein as lenders and issuing banks and Barclays Bank PLC, as Administrative Agent,
originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 27, 2018,
which is incorporated by reference herein and which First Incremental Amendment appends, as an exhibit
thereto, a copy of such Fourth Amended and Restated Credit and Guaranty Agreement, as amended to date.
Amended and Restated Supply Agreement dated October 25, 2018 among Salix Pharmaceuticals, Inc., Valeant
Pharmaceuticals Ireland Limited, Valeant Pharmaceuticals Luxembourg s.à r.l. and Alfasigma S.p.A.,
originally filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 filed on February 20, 2019, which is incorporated by reference herein.
Amended and Restated License Agreement dated August 6, 2012 by and between Alfa Wassermann S.p.A. and
Salix Pharmaceuticals, Inc., originally filed as Exhibit 10.95 to Salix’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2012 filed on November 8, 2012, which is incorporated by reference herein.
Letter Amendment dated September 5, 2012 by and between Alfa Wassermann S.p.A. and Salix
Pharmaceuticals, Inc., originally filed as Exhibit 10.100 to Salix’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2012 filed on November 8, 2012, which is incorporated by reference herein.
Amendment No. 2 to the Amended and Restated License Agreement dated October 25, 2018 among Salix
Pharmaceuticals, Inc., Valeant Pharmaceuticals Ireland Limited, Valeant Pharmaceuticals Luxembourg s.à r.l.
and Alfasigma S.p.A., originally filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 filed on February 20, 2019, which is incorporated by reference herein.
Trademark License Agreement (Alfa to Salix) dated August 6, 2012 by and between Alfa Wassermann
Hungary Kft. and Salix Pharmaceuticals, Inc., originally filed as Exhibit 10.98 to Salix’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2012 filed on November 8, 2012, which is incorporated by
reference herein.
Restatement Agreement, dated as of June 1, 2018, among Valeant Pharmaceuticals International, Inc., Valeant
Pharmaceuticals International, certain subsidiaries of Valeant Pharmaceuticals International, Inc. as guarantors,
each of the financial institutions named therein as lenders and issuing banks and Barclays Bank PLC, as
Administrative Agent, originally filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 1, 2018, which is incorporated by reference herein.
108
10.29
10.30
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
101.INS*
Amended and Restated Asset Purchase Agreement dated January 4, 2019 among Bausch Health Companies
Inc., Bausch Health Ireland Limited, Synergy Pharmaceuticals Inc. and Synergy Advanced Pharmaceuticals,
Inc., originally filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 filed on February 20, 2019, which is incorporated by reference herein. ††
Stipulation of Settlement dated December 15, 2019 in the U.S. Securities Litigation, originally filed as Exhibit
10.30 to the Company’s Annual Report on Form 10-K filed on February 19, 2020, which is incorporated by
reference herein. ††
Subsidiaries of Bausch Health Companies Inc.
Consent of PricewaterhouseCoopers LLP.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certificate of the Chief Executive Officer of Bausch Health Companies Inc. pursuant to 18 U.S.C. § 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certificate of the Chief Financial Officer of Bausch Health Companies Inc. pursuant to 18 U.S.C. § 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________________________
* Filed herewith.
† Management contract or compensatory plan or arrangement.
†† One or more exhibits or schedules to this exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of
Regulation S-K. We undertake to furnish supplementally a copy of any omitted exhibit or schedule to the SEC
upon request.
109
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 24, 2021
By:
/s/ JOSEPH C. PAPA
BAUSCH HEALTH COMPANIES INC.
(Registrant)
Joseph C. Papa
Chief Executive Officer
(Principal Executive Officer and Chairman of the
Board)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JOSEPH C. PAPA
Joseph C. Papa
Chief Executive Officer and Chairman of
the Board
February 24, 2021
/s/ PAUL S. HERENDEEN
Paul S. Herendeen
/s/ SAM ELDESSOUKY
Sam Eldessouky
/s/ RICHARD U. DESCHUTTER
Richard U. DeSchutter
/s/ D. ROBERT HALE
D. Robert Hale
/s/ ARGERIS N. KARABELAS
Argeris N. Karabelas
/s/ SARAH B. KAVANAGH
Sarah B. Kavanagh
/s/ JOHN A. PAULSON
John A. Paulson
/s/ ROBERT N. POWER
Robert N. Power
/s/ RUSSEL C. ROBERTSON
Russel C. Robertson
/s/ THOMAS W. ROSS, SR.
Thomas W. Ross, Sr.
/s/ ANDREW C. VON ESCHENBACH
Andrew C. von Eschenbach
/s/ AMY B. WECHSLER
Amy B. Wechsler
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
Senior Vice President, Controller and
Chief Accounting Officer (Principal
Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
110
BAUSCH HEALTH COMPANIES INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Management on Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
F-2
F-3
F-6
F-7
F-8
F-9
F-10
F-11
F-1
REPORT OF MANAGEMENT ON FINANCIAL STATEMENTS
The Company’s management is responsible for preparing the accompanying consolidated financial statements in
conformity with United States generally accepted accounting principles (“U.S. GAAP”). In preparing these consolidated
financial statements, management selects appropriate accounting policies and uses its judgment and best estimates to report
events and transactions as they occur. Management has determined such amounts on a reasonable basis in order to ensure that
the consolidated financial statements are presented fairly, in all material respects. Financial information included throughout
this Annual Report is prepared on a basis consistent with that of the accompanying consolidated financial statements.
PricewaterhouseCoopers LLP has been engaged by the Company to audit the consolidated financial statements.
The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting and is
ultimately responsible for reviewing and approving the consolidated financial statements. The Board of Directors carries out
this responsibility principally through its Audit and Risk Committee. The members of the Audit and Risk Committee are
outside Directors. The Audit and Risk Committee considers, for review by the Board of Directors and approval by the
shareholders, the engagement or reappointment of the external auditors. PricewaterhouseCoopers LLP has full and free access
to the Audit and Risk Committee.
/s/ JOSEPH C. PAPA
Joseph C. Papa
Chief Executive Officer
February 24, 2021
/s/ PAUL S. HERENDEEN
Paul S. Herendeen
Executive Vice President and
Chief Financial Officer
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Bausch Health Companies Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Bausch Health Companies Inc. and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss,
of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the
related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal
control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Changes in Accounting Principles
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019 and the manner in which it accounts for income taxes and goodwill in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
F-3
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Medicaid Rebates and Sales Returns Allowances
As described in Note 2 to the consolidated financial statements, 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.
The provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue as a reduction
in revenue. The variable consideration provisions, either recognized within accrued and other current liabilities or as a reduction
of trade receivables, included $575 million related to return allowances and $779 million related to rebates, including Medicaid
rebates as of December 31, 2020. For certain rebate programs, such as Medicaid, provisions recognized by management are
based on the terms of state government-managed programs, estimates of outstanding and future claims for end-customer sales
and the sales mix. For sales returns, management estimates provisions utilizing existing return policies with customers,
historical sales and return rates, inventory levels in the distribution channel, prescription demand and product shelf lives.
The principal considerations for our determination that performing procedures relating to Medicaid rebates and sales return
allowances is a critical audit matter are (i) the significant judgment by management when developing the estimate of Medicaid
rebates and allowances for sales returns and (ii) a high degree of auditor judgment, subjectivity, and effort in performing
procedures to evaluate management’s estimates, including significant assumptions related to terms of state government-
managed Medicaid programs, existing return policies with customers, and projected outstanding and future claims for end-
customer sales.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
provisions for Medicaid rebates and allowances for sales returns, including controls over the assumptions used to estimate these
rebates and allowances. These procedures also included, among others (i) developing an independent estimate of Medicaid
rebates by utilizing third-party information on inventory levels in the distribution channel, the terms of the specific Medicaid
rebate programs, and the historical trends of actual Medicaid rebate claims paid adjusted for price and projected market
conditions (ii) comparing the independent estimate for these Medicaid rebates to management’s estimates, (iii) evaluating the
reasonableness of management’s assumptions related to the allowances for sales returns, including existing return policies,
comparing to historical trends and considering whether these assumptions were consistent with evidence obtained in other areas
of the audit, (iv) evaluating the appropriateness of the sales return model and testing the completeness and accuracy of
underlying data used in the model, and (v) testing Medicaid rebate and sales return claims processed by the Company, including
evaluating those claims for consistency with the contractual terms of the Company’s arrangements and policies.
Finite-Lived Intangible Assets Impairment Assessment
As described in Note 8 to the consolidated financial statements, the Company’s consolidated finite-lived net intangible assets
balance was $6,740 million as of December 31, 2020, which consists of product and corporate brands, product rights/patents,
partner relationships and technology and other assets. Finite-lived intangible assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As disclosed by management,
recoverability is measured through the use of an undiscounted future cash flow model when an indication of impairment is
determined to exist. If an asset is determined to not be recoverable, a discounted cash flow model is used to estimate fair value.
Management’s impairment tests included significant estimates and assumptions related to the amount and timing of projected
future cash flows and in the situation when the asset is determined to not be recoverable, the discount rate.
F-4
The principal considerations for our determination that performing procedures relating to the finite-lived intangible assets
impairment assessment is a critical audit matter are (i) the significant judgment by management in the identification of events
that suggest an asset group might not be recoverable and in developing the assumptions used in the impairment testing
assessment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit
evidence related to management’s undiscounted future cash flow projections.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s finite-lived intangible assets impairment assessment, including controls over the development of assumptions
used to estimate recoverability and controls over the identification of events that suggest an asset group might not be
recoverable. These procedures also included, among others (i) testing management’s process for identifying potential
impairment events and determining the recoverability of the intangible assets, (ii) evaluating the appropriateness of the
undiscounted cash flow model used in the impairment testing assessment, (iii) testing the completeness and accuracy of
underlying data used in the model, and (iv) evaluating the reasonableness of the significant assumptions used by management
related to the undiscounted future cash flow projections. Evaluating the reasonableness of management's assumptions for
undiscounted future cash flow projections involved evaluating whether the assumptions used by management were reasonable
considering the current and past performance of the asset group and whether these assumptions were consistent with evidence
obtained in other areas of the audit.
Goodwill Impairment Assessment – Ortho Dermatologics Reporting Unit
As described in Note 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $13,044
million as of December 31, 2020, and the goodwill associated with the Ortho Dermatologics segment was $1,267 million. The
Ortho Dermatologics segment consists of the Ortho Dermatologics and Global Solta reporting units. Management conducted its
annual goodwill impairment test as of October 1, 2020 by first assessing qualitative factors to determine whether it is more
likely than not that the fair value of a reporting unit is less than its carrying amount. Where the qualitative assessment suggested
that it was more likely than not that the fair value of a reporting unit was less than its carrying amount, a quantitative fair value
test was performed for that reporting unit. As disclosed by management, goodwill impairment is measured by the amount the
carrying value exceeds the fair value. Fair value of each reporting unit is estimated by management based on the income
approach. Management’s discounted cash flow model includes judgments and assumptions relating to 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.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment
of the Ortho Dermatologics reporting unit is a critical audit matter are (i) the significant judgment by management when
developing the fair value estimate of the reporting unit (ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating audit evidence related to management’s significant assumptions related to revenue
growth rates, terminal growth rate, gross profit, and the discount rate, and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment assessment, including controls over the valuation of the Company’s Ortho Dermatologics
reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value
estimate of the Ortho Dermatologics reporting unit, (ii) evaluating the appropriateness of the discounted cash flow model, (iii)
testing the completeness and accuracy of underlying data used in the model, and (iv) evaluating the reasonableness of the
significant assumptions used by management related to the revenue growth rates, terminal growth rate, gross profit and the
discount rate. Evaluating management’s assumptions related to revenue growth rates and gross profit involved evaluating
whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting
unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the
evaluation of the Company’s discounted cash flow model and terminal growth rate and discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 24, 2021
We have served as the Company’s auditor since 2012.
F-5
BAUSCH HEALTH COMPANIES INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Trade receivables, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Intangible assets, net
Goodwill
Deferred tax assets, net
Other non-current assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued and other current liabilities
Current portion of long-term debt and other
Total current liabilities
Acquisition-related contingent consideration
Non-current portion of long-term debt
Deferred tax liabilities, net
Other non-current liabilities
Total liabilities
Commitments and contingencies (Notes 20 and 21)
Equity
Common shares, no par value, unlimited shares authorized, 355,422,347 and 352,562,636 issued
and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total Bausch Health Companies Inc. shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
On behalf of the Board:
December 31,
2020
2019
$
605
$
3,243
1,211
1,577
1,094
855
5,342
1,567
8,445
13,044
2,137
664
1
1,839
1,107
779
6,969
1,466
10,201
13,126
1,690
411
$ 31,199
$ 33,863
$
337
$
4,576
—
4,913
216
23,925
528
1,012
30,594
10,227
454
(8,013)
(2,133)
535
70
605
503
4,511
1,234
6,248
262
24,661
705
851
32,727
10,172
429
(7,452)
(2,086)
1,063
73
1,136
$ 31,199
$ 33,863
/s/ JOSEPH C. PAPA
Joseph C. Papa
Chief Executive Officer
/s/ RUSSEL C. ROBERTSON
Russel C. Robertson
Chairperson, Audit and Risk Committee
The accompanying notes are an integral part of these consolidated financial statements.
F-6
BAUSCH HEALTH COMPANIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
Revenues
Product sales
Other revenues
Expenses
Cost of goods sold (excluding amortization and impairments of intangible assets)
Cost of other revenues
Selling, general and administrative
Research and development
Amortization of intangible assets
Goodwill impairments
Asset impairments, including loss on assets held for sale
Restructuring, integration and separation costs
Acquisition-related contingent consideration
Other expense (income), net
Operating income (loss)
Interest income
Interest expense
Loss on extinguishment of debt
Foreign exchange and other
Loss before benefit from income taxes
Benefit from income taxes
Net loss
Net income attributable to noncontrolling interest
Net loss attributable to Bausch Health Companies Inc.
Basic and diluted loss per share attributable to Bausch Health Companies Inc.
Years Ended December 31,
2019
2020
2018
$
7,924
$
8,489
$
8,271
109
8,380
2,309
42
2,473
413
2,644
2,322
568
22
(9)
(20)
10,764
(2,384)
11
(1,685)
(119)
23
103
8,027
2,202
47
2,367
452
1,645
—
114
22
48
454
7,351
676
13
112
8,601
2,297
53
2,554
471
1,897
—
75
31
12
1,414
8,804
(203)
12
(1,534)
(1,612)
(42)
8
(59)
(30)
(934)
375
(559)
(1)
(1,837)
(4,154)
54
10
(1,783)
(4,144)
(5)
(4)
$
$
(560) $
(1,788) $
(4,148)
(1.58) $
(5.08) $
(11.81)
Basic and diluted weighted-average common shares
355.0
352.1
351.3
The accompanying notes are an integral part of these consolidated financial statements.
F-7
BAUSCH HEALTH COMPANIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
Years Ended December 31,
2019
2020
2018
Net loss
Other comprehensive (loss) income
Pension and postretirement benefit plan adjustments:
Net actuarial loss arising during the year
Amortization of prior service credit
Amortization or settlement recognition of net loss
Income tax benefit (expense)
Foreign currency impact
Net pension and postretirement benefit plan adjustments
Foreign currency translation adjustment
Other comprehensive (loss) income
Comprehensive loss
Comprehensive income attributable to noncontrolling interest
$
(559)
$
(1,783)
$
(4,144)
(15)
(4)
1
2
—
(16)
(29)
(45)
(604)
(3)
(8)
(4)
2
(2)
(2)
(14)
64
50
(1,733)
(4)
(7)
(4)
1
3
—
(7)
(237)
(244)
(4,388)
(1)
Comprehensive loss attributable to Bausch Health Companies Inc.
$
(607)
$
(1,737)
$
(4,389)
The accompanying notes are an integral part of these consolidated financial statements.
F-8
BAUSCH HEALTH COMPANIES INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
Bausch Health Companies Inc. Shareholders' Equity
Balance, January 1, 2018
Effect of application of new accounting
standard: Income taxes
Common shares issued under share-
based compensation plans
Share-based compensation
Share-based awards tax withholding
Acquisition of noncontrolling interest
Noncontrolling interest distributions
Net (loss) income
Other comprehensive loss
Balance, December 31, 2018
Common shares issued under share-
based compensation plans
Share-based compensation
Share-based awards tax withholding
Noncontrolling interest distributions
Net (loss) income
Other comprehensive income (loss)
Balance, December 31, 2019
Effect of application of new accounting
standard: financial instruments - credit
losses
Common shares issued under share-
based compensation plans
Share-based compensation
Share-based awards tax withholding
Noncontrolling interest distributions
Net (loss) income
Other comprehensive (loss) income
Balance, December 31, 2020
Common Shares
Shares
Amount
348.7 $ 10,090 $
Additional
Paid-In
Capital
Accumulated
Deficit
380 $ (2,725) $
Accumulated
Other
Comprehensive
Loss
(1,896) $
Bausch Health
Companies Inc.
Shareholders'
Equity
Noncontrolling
Interest
Total
Equity
5,849 $
95 $ 5,944
—
—
—
1,209
—
1,209
—
1,209
1.2
—
—
—
—
—
—
349.9
2.7
—
—
—
—
—
352.6
31
—
—
—
—
—
—
10,121
51
—
—
—
—
—
10,172
(29)
87
(10)
(15)
—
—
—
413
(46)
102
(40)
—
—
—
429
—
—
—
—
—
(4,148)
—
(5,664)
—
—
—
—
(1,788)
—
(7,452)
—
—
—
—
—
—
(241)
(2,137)
—
—
—
—
—
51
(2,086)
2
87
(10)
(15)
—
(4,148)
(241)
2,733
5
102
(40)
—
(1,788)
51
1,063
—
—
—
(3)
(11)
4
(3)
82
—
—
—
(13)
2
87
(10)
(18)
(11)
(4,144)
(244)
2,815
5
102
(40)
(13)
5
(1,783)
(1)
73
50
1,136
—
—
—
(1)
—
(1)
—
(1)
2.8
—
—
—
—
—
355.4 $ 10,227 $
55
—
—
—
—
—
(50)
105
(30)
—
—
—
454 $ (8,013) $
—
—
—
—
(560)
—
—
—
—
—
—
(47)
(2,133) $
5
105
(30)
—
(560)
(47)
535 $
5
—
105
—
(30)
—
(6)
(6)
(559)
1
2
(45)
70 $ 605
The accompanying notes are an integral part of these consolidated financial statements.
F-9
BAUSCH HEALTH COMPANIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended December 31,
2019
2018
2020
Cash Flows From Operating Activities
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
$
(559)
$ (1,783)
$ (4,144)
Depreciation and amortization of intangible assets
Amortization and write-off of debt discounts and debt issuance costs
Asset impairments, including loss on assets held for sale
Goodwill impairment
Acquisition-related contingent consideration
Allowances for losses on trade receivables and inventories
Deferred income taxes
(Gain) loss on disposal of assets
Additions (reductions) to accrued legal settlements
Payments of accrued legal settlements
Share-based compensation
Foreign exchange loss (gain)
Gain excluded from hedge effectiveness
Loss on extinguishment of debt
Payments of contingent consideration adjustments, including accretion
Other
Changes in operating assets and liabilities:
Trade receivables
Inventories
Prepaid expenses and other current assets
Accounts payable, accrued and other liabilities
Net cash provided by operating activities
Cash Flows From Investing Activities
Acquisition of businesses, net of cash acquired
Acquisition of intangible assets and other assets
Purchases of property, plant and equipment
Purchases of marketable securities
Proceeds from sale of marketable securities
Proceeds from sale of assets and businesses, net of costs to sell
Interest settlements from cross-currency swaps
Net cash used in investing activities
Cash Flows From Financing Activities
Issuance of long-term debt, net of discounts
Repayments of long-term debt
Borrowings of short-term debt
Repayments of short-term debt
Payment of employee withholding taxes related to share-based awards
Payments of acquisition-related contingent consideration
Payments of deferred consideration
Payments of financing costs
Other
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in Cash and cash equivalents and Restricted cash
Cash and cash equivalents and Restricted cash, beginning of year
Cash and cash equivalents and Restricted cash, end of year
Cash and cash equivalents, end of year
Restricted cash, end of year
Cash and cash equivalents and Restricted cash, end of year
1,825
61
114
—
48
60
(475)
(1)
442
(168)
105
8
(23)
59
(1)
(18)
170
(77)
12
(471)
1,111
—
(7)
(302)
(4)
8
21
23
(261)
2,075
63
75
—
12
75
(230)
(31)
1,401
(15)
102
7
(9)
42
(1)
36
39
(209)
1
(149)
1,501
(180)
(8)
(270)
(16)
10
45
—
(419)
2,819
79
568
2,322
(9)
69
(144)
6
(27)
(224)
87
(19)
—
119
(2)
(17)
216
(5)
(72)
(121)
1,501
5
(78)
(157)
(7)
7
34
—
(196)
3,455
(5,642)
1
(1)
(30)
(35)
—
(39)
(3)
(2,294)
16
(1,428)
3,244
$ 1,816
$
605
1,211
$ 1,816
5,960
(4,406)
12
(12)
(40)
(35)
—
(28)
(8)
1,443
(4)
2,521
723
$ 3,244
$ 3,243
1
$ 3,244
8,944
(10,101)
—
(3)
(10)
(37)
(18)
(102)
(26)
(1,353)
(26)
(74)
797
723
$
$
$
721
2
723
The accompanying notes are an integral part of these consolidated financial statements.
F-10
BAUSCH HEALTH COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Bausch Health Companies Inc. (the “Company”), formerly known as Valeant Pharmaceuticals International, Inc., is a
multinational, specialty pharmaceutical and medical device company that develops, manufactures and markets a broad
range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and medical devices
(contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices) which are marketed directly or
indirectly in approximately 100 countries. Effective August 9, 2013, the Company continued from the federal jurisdiction
of Canada to the Province of British Columbia, meaning that the Company became a company registered under the laws of
the Province of British Columbia as if it had been incorporated under the laws of the Province of British Columbia. As a
result of this continuance, the legal domicile of the Company became the Province of British Columbia, the Canada
Business Corporations Act ceased to apply to the Company and the Company became subject to the British Columbia
Business Corporations Act.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The Consolidated Financial Statements have been prepared by the Company in United States (“U.S.”) dollars and in
accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), applied on a consistent basis. The
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.
Separation of the Bausch + Lomb Eye-Health Business
On August 6, 2020, the Company announced that it intends to separate its eye-health business into an independent publicly
traded entity from the remainder of Bausch Health Companies Inc. (the “Separation”). The Separation will establish two
separate companies that include: (i) a fully integrated eye-health company which will consist of the Company’s Bausch +
Lomb Global Vision Care, Global Surgical, Global Consumer and Global Ophthalmology Rx businesses and (ii) a
diversified pharmaceutical company which will include the Company’s Salix, International Rx, Solta, neurology and
medical dermatology pharmaceutical businesses. The anticipated separation is subject to regulatory approvals and certain
conditions, including final approval by the Company’s Board of Directors and any shareholder vote requirements that may
be applicable.
The Company has begun addressing the internal organizational design and structure of the new entity which it anticipates
having substantially completed by late 2021. Management is also exploring various capitalization structures and the form
of the Separation transaction in order to properly capitalize both entities post-separation. As of the date of the issuance of
these financial statements, the Company is in the planning phase of the Separation. As such, there are considerations,
approvals and conditions that will determine the ultimate timing and structure of the Separation and there can be no
assurance that such a transaction will occur. These Consolidated Financial Statements do not include any adjustments to
give effect to the Separation.
Impacts of COVID-19 Pandemic
The unprecedented nature of the COVID-19 pandemic has adversely impacted the global economy. The COVID-19
pandemic and the rapidly evolving reactions of governments, private sector participants and the public in an effort to
contain the spread of the COVID-19 virus and/or address its impacts have intensified and have had significant direct and
indirect effects on businesses and commerce. This includes, but is not limited to, disruption to supply chains, employee
base and transactional activity, facilities closures and production suspensions. The COVID-19 pandemic has also
significantly increased demand for certain goods and services, such as pandemic-related medical services and supplies,
alongside decreased demand for others, such as retail, hospitality, elective medical procedures and travel.
The extent to which these events may continue to impact the Company's business, financial condition, cash flows and
results of operations, in particular, will depend on future developments which are highly uncertain and many of which are
outside the Company's control. Such developments include the availability and effectiveness of vaccines for the COVID-19
virus, the ultimate geographic spread and duration of the pandemic, the extent and duration of a resurgence of the
COVID-19 virus and variant strains thereof, if any, new information concerning the severity of the COVID-19 virus, the
effectiveness and intensity of measures to contain the COVID-19 virus and the economic impact of the pandemic and the
F-11
reactions to it. Such developments, among others, depending on their nature, duration and intensity, could have a
significant adverse effect on the Company's business, financial condition, cash flows and results of operations.
To date, the Company has been able to continue its operations with limited disruptions in supply and manufacturing.
Although it is difficult to predict the broad macroeconomic effects that the COVID-19 pandemic will have on industries or
individual companies, the Company has assessed the possible effects and outcomes of the pandemic on, among other
things, its supply chain, customers and distributors, discounts and rebates, employee base, product sustainability, research
and development efforts, product pipeline and consumer demand and currently believes that its estimates are reasonable.
Use of Estimates
In preparing the Company's 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
financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates
made by management include: provisions for product returns, rebates, chargebacks, discounts and allowances and
distribution fees paid to certain wholesalers; useful lives of amortizable intangible assets and property, plant and
equipment; expected future cash flows used in evaluating intangible assets for impairment, assessing compliance with debt
covenants and making going concern assessments; reporting unit fair values for testing goodwill for impairment and
allocating goodwill to new reporting unit structure on a relative fair value basis; provisions for loss contingencies;
provisions for income taxes, uncertain tax positions and realizability of deferred tax assets; fair value of cross-currency
swaps; and the recognition of the fair value of assets and liabilities acquired in a business combination, including the fair
value of contingent consideration. Under certain product manufacturing and supply agreements, management uses
information from the Company’s commercialization counterparties to arrive at estimates for future returns, rebates and
chargebacks.
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 Consolidated Financial
Statements could be materially impacted.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
Acquisitions
Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and
liabilities assumed be recorded at fair value, with limited exceptions. Transaction costs and costs to restructure the acquired
company are expensed as incurred. The operating results of the acquired business are reflected in the Consolidated
Financial Statements after the date of acquisition. Acquired in-process research and development (“IPR&D”) is recognized
at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D
has an alternative future use. If the acquired net assets do not constitute a business, the transaction is accounted for as an
asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no
alternative future use is charged to expense at the acquisition date and any future contingent consideration is not recorded
until it becomes probable.
Fair Value of Financial Instruments
The estimated fair values of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities
approximate their carrying values due to their short maturity periods. The fair value of acquisition-related contingent
consideration is based on estimated discounted future cash flows or Monte Carlo Simulation (when appropriate) analyses
and assessment of the probability of occurrence of potential future events.
F-12
Fair Value of Derivative Instruments
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.
The Company’s cross-currency swaps qualify for and have been designated as an accounting hedge of the foreign currency
exposure of a net investment in a foreign operation and are remeasured at each reporting date to reflect changes in their fair
values. The fair value is determined via a mark-to-market analysis, using observable (Level 2) inputs. These inputs may
include: (i) the foreign currency exchange spot rate between the euro and U.S. dollar, (ii) the interest rate yield curves in
the euro and U.S. dollar and (iii) the credit risk rating for each applicable counterparty. The net change in fair value of
cross-currency swaps is reported as a gain or loss in the Consolidated Statements of Comprehensive Loss as part of Foreign
currency translation adjustment to the extent they are effective, and remain in Accumulated other comprehensive loss until
either the sale or complete, or substantially complete, liquidation of the subsidiary. No portion of the cross-currency swaps
was ineffective. The Company uses the spot method of assessing hedge effectiveness. The Company has elected to
amortize amounts excluded from the assessment of effectiveness over the term of its cross-currency swaps as a reduction of
Interest expense in the Consolidated Statements of Operations.
The Company uses foreign currency exchange contracts to economically hedge the foreign exchange exposure on certain of
the Company’s intercompany and third party balances. 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. 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.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash in bank accounts and highly liquid investments with maturities of three months
or less when purchased.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of
cash and cash equivalents, marketable securities, trade receivables, cross-currency swaps and foreign currency exchange
contracts.
The Company invests its excess cash in high-quality, money market instruments and term deposits with varying maturities,
but typically less than three months. Cash deposited at banks may exceed the amount of insurance provided on such
deposits. Generally, these cash deposits may be redeemed upon demand and are maintained with financial institutions with
reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate such risks by spreading its risk
across multiple counterparties and monitoring the risk profiles of these counterparties.
The Company’s trade receivables primarily represent amounts due from wholesale distributors, retail pharmacies,
government entities and group purchasing organizations. Outside of the U.S., concentrations of credit risk with respect to
trade receivables, which are typically unsecured, are limited due to the number of customers using the Company’s
products, as well as their dispersion across many different geographic regions. The Company performs periodic credit
evaluations of customers and does not require collateral. The Company monitors economic conditions, including volatility
associated with international economies, and related impacts on the relevant financial markets and its business, especially
in light of sovereign credit issues. The credit and economic conditions within Argentina, Brazil, Egypt, Greece, among
other members of the European Union, Turkey, Ukraine and Venezuela have been weak in recent years. These conditions
have increased, and may continue to increase, the average length of time that it takes to collect on the Company’s trade
receivables outstanding in these countries.
As of December 31, 2020, the Company’s three largest U.S. wholesaler customers accounted for approximately 38% of net
trade receivables. In addition, as of December 31, 2020 and 2019, the Company’s net trade receivable balance from
Argentina, Brazil, Egypt, Greece, Serbia, Turkey, Ukraine, Venezuela and Vietnam amounted to $166 million and $156
million, respectively, the majority of which is current or less than 90 days past due. The portion of the net trade receivable
from these countries that is past due more than 90 days amounted to $2 million, as of December 31, 2020, a portion of
which is comprised of public hospitals. Based on an analysis of credit risk, including an analysis of bad debt experience
F-13
and assessment of historical payment patterns for such customers, the Company has established a reserve covering more
than half of the balance past due more than 90 days for such countries. Over the three-year period ended December 31,
2020, the Company has not experienced any material losses from uncollectible accounts in excess of the established
reserves.
The Company does not enter into financial instruments for trading or speculative purposes. Further, the Company has a
policy of only entering into contracts with parties that have at least an investment grade credit rating. The Company enters
into cross-currency swaps and foreign currency exchange contracts with high credit quality financial institutions. The
counter-parties to the Company's cross-currency swaps and foreign currency exchange contracts are major financial
institutions, and there is no significant concentration of exposure with any one counter-party. To date, no counterparty has
failed to meet its obligations to the Company and management believes the risk of loss associated with these contracts is
remote. See Note 5, "FAIR VALUE MEASUREMENTS" for additional details regarding the Company's cross-currency
swaps and foreign currency exchange contracts.
Allowance for Credit Losses
An allowance is maintained for potential credit losses. The Company estimates the current expected credit loss on its
receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of
collaterals (if any), and any relevant current and reasonably supportable future economic factors. Additionally, the
Company generally estimates the expected credit loss on a pool basis when customers are deemed to have similar risk
characteristics. Trade receivable balances are written off against the allowance when it is deemed probable that the trade
receivable will not be collected. Trade receivables, net are stated net of certain sales provisions and the allowance for credit
losses. Allowance for credit losses were $39 million, $48 million and $47 million as of December 31, 2020, 2019 and
2018, respectively. The activity in the allowance for credit losses for trade receivables for the years 2020, 2019 and 2018 is
as follows.
(in millions)
Balance, beginning of period
Retrospective effect of application of new accounting standard
Provision
Write-offs
Recoveries
Foreign exchange and other
Balance, end of period
Inventories
2020
2019
2018
$
48 $
47 $
1
2
—
10
97
—
4
(12)
(10)
(50)
3
(3)
39 $
1
—
48 $
2
(6)
47
$
Inventories comprise raw materials, work in process and finished goods, which are valued at the lower of cost or net
realizable value, on a first-in, first-out basis. The cost value for work in process and finished goods inventories includes
materials, direct labor and an allocation of overheads.
The Company evaluates the carrying value of inventories on a regular basis, taking into account such factors as historical
and anticipated future sales compared with quantities on hand, the price the Company expects to obtain for products in their
respective markets compared with historical cost and the remaining shelf life of goods on hand.
Property, Plant and Equipment
Property, plant and equipment are reported at cost, less accumulated depreciation. Costs incurred on assets under
construction are capitalized as construction in progress. Depreciation is calculated using the straight-line method,
commencing when the assets become available for productive use, based on the following estimated useful lives:
Land improvements
Buildings and improvements
Machinery and equipment
Other equipment
Equipment on operating lease
Leasehold improvements
15 - 30 years
Up to 40 years
3 - 20 years
3 - 10 years
Up to 5 years
Lesser of term of lease or 10 years
F-14
Intangible Assets
Intangible assets are reported at cost, less accumulated amortization and impairments. Intangible assets with finite lives are
amortized over their estimated useful lives. Amortization is calculated primarily using the straight-line method based on the
following estimated useful lives:
Product brands
Corporate brands
Product rights/patents
Partner relationships
Out-licensed technology and other
Divestitures of Products
1 - 20 years
7 - 20 years
4 - 15 years
7 - 9 years
8 - 9 years
The net proceeds on the divestiture of products and the carrying amount of the related assets is recorded as a gain/loss on
sale within Other expense (income), net. Any contingent payments that are potentially due to the Company as a result of
these divestitures are recorded when realizable.
IPR&D
The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until
the completion or abandonment of the related research and development activities. When the related research and
development is completed, the asset will be assigned a useful life and amortized. Acquired IPR&D assets are tested for
impairment at least annually or when triggering events are identified.
The fair value of an acquired IPR&D intangible asset is typically determined using an income approach. This approach
starts with a forecast of the net cash flows expected to be generated by the asset over its estimated useful life. The net cash
flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected
market competition and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by
applying an appropriate discount rate that reflects the risk factors associated with the expected cash flow streams.
Impairment of Long-Lived Assets
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. If indicators of impairment are present, the asset is tested for
recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows
expected to be derived from the asset. If the expected undiscounted cash flows are less than the carrying value of the asset,
then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related
estimated discounted future cash flows.
Indefinite-lived intangible assets, which includes acquired IPR&D and the corporate trademark acquired in the acquisition
of Bausch & Lomb Holdings Incorporated (the ‘‘B&L Trademark’’), are tested for impairment annually or more frequently
if events or changes in circumstances between annual tests indicate that the asset may be impaired. Impairment losses on
indefinite-lived intangible assets are recognized based on a comparison of the fair value of the asset to its carrying value.
Goodwill
Goodwill is recorded with the acquisition of a business and is calculated as the difference between the acquisition date fair
value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. Goodwill is not
amortized but is tested for impairment at least annually as of October 1st at the reporting unit level. Goodwill impairment is
measured as the amount by which a reporting unit's carrying value exceeds its fair value. A reporting unit is the same as, or
one level below, an operating segment. An entity is permitted to first assess qualitatively whether it is necessary to perform
a quantitative impairment test for any of its reporting units. The quantitative impairment test is required only when the
Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. In
evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the
Company considers the totality of all relevant events or circumstances that affect the fair value or carrying amount of a
reporting unit.
An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that
indicate an impairment might be present. For example, a substantial decline in the Company’s market capitalization,
changes in reportable segments, unexpected adverse business conditions, economic factors and unanticipated competitive
activities may signal that an interim impairment test is needed. Accordingly, among other factors, the Company monitors
F-15
changes in its share price between annual impairment tests. The Company considers a decline in its share price that
corresponds to an overall deterioration in stock market conditions to be less of an indicator of goodwill impairment than a
unilateral decline in its share price reflecting adverse changes in its underlying operating performance, cash flows, financial
condition and/or liquidity. In the event that the Company’s market capitalization does decline below its book value, the
Company would consider the length and severity of the decline and the reason for the decline when assessing whether
potential goodwill impairment exists. The Company believes that short-term fluctuations in share prices may not
necessarily reflect underlying values.
Effective January 1, 2018, the Company elected to early adopt guidance issued by the Financial Accounting Standards
Board ("FASB") which simplified the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill
impairment test. Instead, as of January 1, 2018 and all subsequent periods, goodwill impairment is measured as the amount
by which a reporting unit's carrying value exceeds its fair value.
Debt Discounts and Premiums, Issuance Costs and Deferred Financing Costs
Debt discounts, premiums and issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from
or addition to the carrying amount of the related debt and are amortized or accreted, using the effective interest method, as
interest expense over the contractual lives of the related credit facilities or notes. Deferred financing costs associated with
revolving credit facility arrangements are included in the balances of Prepaid expenses and other current assets and Other
non-current assets in the Consolidated Balance Sheets and are amortized as interest expense over the contractual life of the
related revolving credit facility.
Foreign Currency Translation
The assets and liabilities of the Company’s foreign operations having a functional currency other than the U.S. dollar are
translated into U.S. dollars at the exchange rate prevailing at the balance sheet date, and at the average exchange rate for
the reporting period for revenue and expense accounts. The cumulative foreign currency translation adjustment is recorded
as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.
Foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional
currency are recognized as a component of Foreign exchange and other in the Consolidated Statements of Operations.
Revenue Recognition
The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of eye-health,
gastroenterology ("GI") and dermatology that consist of: (i) branded pharmaceuticals, (ii) generic and branded generic
pharmaceuticals, (iii) OTC products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical
equipment and aesthetics devices). Other revenues include alliance and service revenue from the licensing and co-
promotion of products and contract service revenue primarily in the areas of dermatology and topical medication. Contract
service revenue is derived primarily from contract manufacturing for third parties and is not material. See Note 22,
"SEGMENT INFORMATION" for the disaggregation of revenues 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.
The Company recognizes revenue when the customer obtains control of promised goods or services and in an amount that
reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services.
To achieve this core principle, the Company applies the five-step revenue model to contracts within its scope: (i) identify
the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or
as) the entity satisfies a performance obligation.
Product Sales
A contract with the Company’s customers exists for each product sale. Where a contract with a customer contains more
than one performance obligation, the Company allocates the transaction price to each distinct performance obligation based
on its relative standalone selling price. The transaction price is adjusted for variable consideration which is discussed
below. The Company generally recognizes revenue for product sales at a point in time, when the customer obtains control
of the products.
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.
F-16
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 the 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 following table presents the activity and ending balances of the Company’s variable consideration provisions the years
2020 and 2019.
(in millions)
Discounts
and
Allowances
Returns
Rebates
Chargebacks
Distribution
Fees
Total
Reserve balance, January 1, 2019
$
175 $
813 $
1,024 $
209 $
163 $
2,384
Acquisition of Synergy
Current period provision
Payments and credits
Reserve balance, December 31, 2019
Current period provision
Payments and credits
—
776
(769)
182
621
(613)
3
113
(238)
691
120
(236)
12
2,265
(2,374)
927
2,174
—
1,938
(1,979)
168
1,925
(2,322)
(1,909)
1
195
(277)
82
196
(193)
16
5,287
(5,637)
2,050
5,036
(5,273)
Reserve balance, December 31, 2020
$
190 $
575 $
779 $
184 $
85 $
1,813
Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $32 million
and $29 million as of December 31, 2020 and 2019, respectively, which are reflected as a reduction of Trade accounts
receivable, net in the Consolidated Balance Sheets.
The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional
information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and
circumstances that may indicate that historical experience may not be indicative of current and/or future results. The
Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade
inventory levels related to the Company's products. These judgments include the potential impact of the COVID-19
pandemic on, among other things, unemployment and related changes in customer health insurance levels, customer
behaviors during the COVID-19 pandemic and government stimulus bills that focus on ensuring availability and access to
lifesaving drugs during a public health crisis. This evaluation may result in an increase or decrease in the experience rate
that is applied to current and future sales, or require an adjustment related to past sales, or both. If the trend in actual
amounts of variable consideration varies from the Company’s prior estimates, the Company adjusts these estimates when
such trend is believed to be sustainable. At that time, the Company would record the necessary adjustments which would
affect net product revenue and earnings reported in the current period. The Company applies this method consistently for
contracts with similar characteristics. The following describes the major sources of variable consideration in the
Company’s customer arrangements and the methodology, estimates and judgments applied to estimate each type of
variable consideration.
Cash Discounts and Allowances
Cash discounts are offered for prompt payment and allowances for volume purchases. Provisions for cash discounts and
allowances are estimated at the time of sale and recorded as direct reductions to trade receivables and revenue.
Management estimates the provisions for cash discounts and allowances based on contractual sales terms with customers,
an analysis of unpaid invoices and historical payment experience. Estimated cash discounts and allowances have
historically been predictable and less subjective, due to the limited number of assumptions involved, the consistency of
historical experience and the fact that these amounts are generally settled within one month of incurring the liability.
Returns
Consistent with industry practice, customers are generally allowed to return a product within a specified period of time
before and after its expiration date, excluding European businesses which generally do not provide a right of return. The
F-17
returns provision is estimated utilizing historical sales and return rates over the period during which customers have a right
of return, taking into account available information on competitive products and contract changes. The information utilized
to estimate the returns provision includes: (i) historical return and exchange levels, (ii) external data with respect to
inventory levels in the wholesale distribution channel, (iii) external data with respect to prescription demand for products,
(iv) remaining shelf lives of products at the date of sale and (v) estimated returns liability to be processed by year of sale
based on an analysis of lot information related to actual historical returns.
In determining the estimate for returns, management is required to make certain assumptions regarding the timing of the
introduction of new products and the potential of these products to capture market share. In addition, certain assumptions
with respect to the extent and pattern of decline associated with generic competition are necessary. These assumptions are
formulated using market data for similar products, past experience and other available information. These assumptions are
continually reassessed, and changes to the estimates and assumptions are made as new information becomes available. A
change of 1% in the estimated return rates would have impacted the Company’s pre-tax earnings by approximately $76
million for the year 2020.
The estimate for returns may be impacted by a number of factors, but the principal factor relates to the inventory levels in
the distribution channel. When management becomes aware of an increase in such inventory levels, it considers whether
the increase may be temporary or other-than-temporary. Temporary increases in wholesaler inventory levels will not
warrant revision to the provision for returns. Other-than-temporary increases in wholesaler inventory levels, however, may
be an indication that future product returns could be higher than originally anticipated, and, as a result, estimates for returns
may need to be adjusted. Factors that suggest increases in wholesaler inventory levels are temporary include: (i) recently
implemented or announced price increases for certain products, (ii) new product launches or expanded indications for
existing products and (iii) timing of purchases by wholesale customers. Conversely, factors that suggest increases in
wholesaler inventory levels are other-than-temporary include: (i) declining sales trends based on prescription demand, (ii)
introduction of new products or generic competition, (iii) increasing price competition from generic competitors and (iv)
changes to the U.S. National Drug Codes (“NDC”) of products. Changes in the NDC of products could result in a period
of higher returns related to products with the old NDC, as U.S. customers generally permit only one NDC per product for
identification and tracking within their inventory systems.
Over the last several years, the Company increased its focus on maximizing operational efficiencies and continues to take
actions to reduce product returns, including but not limited to: (i) monitoring and reducing customer inventory levels, (ii)
instituting disciplined pricing policies and (iii) improving contracting. These actions have had the effect of improving sales
return experience, primarily related to branded and generic products. Sales return provisions for 2020 and 2019 were
$120 million and $113 million, respectively, and includes reductions in variable consideration for sales return provisions
related to past sales of approximately $38 million and $80 million, respectively.
Rebates and Chargebacks
Product sales made under governmental and managed-care pricing programs in the U.S. are subject to rebates. The
Company participates in state government-managed Medicaid programs, as well as certain other qualifying federal and
state government programs whereby rebates are provided to participating government entities. Medicaid rebates are
generally billed 45 days to 270 days after the quarter in which the product is dispensed to the Medicaid participant. As a
result, the Medicaid rebate reserve includes an estimate of outstanding claims for end-customer sales that occurred, but for
which the related claim has not been billed and/or paid, and an estimate for future claims that will be made when inventory
in the distribution channel is sold through to plan participants. The calculation of the Medicaid rebate reserve also requires
other estimates, such as estimates of sales mix, to determine which sales are subject to rebates and the amount of such
rebates. A change of 1% in the estimated rates used in the Medicaid rebate reserve would have impacted the Company’s
pre-tax earnings by approximately $76 million for 2020. Quarterly, the Medicaid rebate reserve is adjusted based on actual
claims paid. Due to the delay in billing, adjustments to actual claims paid may incorporate revisions of that reserve for
several periods.
Managed Care rebates relate to contractual agreements to sell products to managed care organizations and pharmacy
benefit managers at contractual rebate percentages in exchange for volume and/or market share.
Chargebacks relate to contractual agreements to sell products to government agencies, group purchasing organizations and
other indirect customers at contractual prices that are lower than the list prices the Company charges wholesalers. When
these group purchasing organizations or other indirect customers purchase products through wholesalers at these reduced
prices, the wholesaler charges the Company for the difference between the prices they paid the Company and the prices at
which they sold the products to the indirect customers.
F-18
In estimating provisions for rebates and chargebacks, management considers relevant statutes with respect to governmental
pricing programs and contractual sales terms with managed-care providers and group purchasing organizations.
Management estimates the amount of product sales subject to these programs based on historical utilization levels. Changes
in the level of utilization of products through private or public benefit plans and group purchasing organizations will affect
the amount of rebates and chargebacks that the Company is obligated to pay. Management continually updates these factors
based on new contractual or statutory requirements, and any significant changes in sales trends that may impact the
percentage of products subject to rebates or chargebacks.
The amount of Managed Care, Medicaid and other rebates and chargebacks has become more significant as a result of a
combination of deeper discounts implemented in each of the last three years, changes in the Company’s product portfolio
due to recent acquisitions and increased Medicaid utilization due to expansion of government funding for these
programs. Management’s estimate for rebates and chargebacks may be impacted by a number of factors, but the principal
factor relates to the level of inventory in the distribution channel.
Rebate provisions are based on factors such as timing and terms of plans under contract, time to process rebates, product
pricing, sales volumes, amount of inventory in the distribution channel and prescription trends. Adjustments to actual for
the years 2020 and 2019 were not material to the Company’s revenues or earnings.
Patient Co-Pay Assistance programs, Consumer Rebates and Loyalty Programs are rebates offered on many of the
Company’s products. Patient Co-Pay Assistance Programs are patient discount programs offered in the form of coupon
cards or point of sale discounts, with which patients receive certain discounts off their prescription at participating
pharmacies, as defined by the specific product program. An accrual for these programs is established, equal to
management’s estimate of the discount, rebate and loyalty incentives attributable to a sale. That estimate is based on
historical experience and other relevant factors. The accrual is adjusted throughout each quarter based on actual experience
and changes in other factors, if any.
Distribution Fees
The Company sells products primarily to wholesalers, and in some instances to large pharmacy chains such as CVS and
Walmart. The Company has Distribution Services Agreements ("DSAs") with several large wholesale customers such as
McKesson Corporation, AmerisourceBergen Corporation, Cardinal Health, Inc. and McKesson Specialty. Under the
DSAs, the wholesalers agree to provide services, and the Company pays the contracted DSA distribution service fees for
these services based on product volumes. Additionally, price appreciation credits are generated when the Company
increases a product’s wholesaler acquisition cost (“WAC”) under contracts with certain wholesalers. Under such contracts,
the Company is entitled to credits from such wholesalers for the impact of that WAC increase on inventory currently on
hand at the wholesalers. Such credits are offset against the total distribution service fees paid to each such wholesaler. The
variable consideration associated with price appreciation credits is reflected in the transaction price of products sold when
it is determined to be probable that a significant reversal will not occur. Included as a reduction of current period provisions
for Distribution Fees in the table above are price appreciation credits of $15 million and $11 million for the years 2020 and
2019, respectively.
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.
Sales Commissions
Sales commissions are generally attributed to periods shorter than one year and therefore are expensed when incurred.
Sales commissions are included in selling, general and administrative expenses.
Financing Component
The Company has elected not to adjust consideration for the effects of a significant financing component when the period
between the transfer of a promised good or service to the customer and when the customer pays for that good or service
will be one year or less. The Company's global payment terms are generally between thirty to ninety days.
Leases
The Company leases certain facilities, vehicles and equipment principally under multi-year agreements generally having a
lease term of one to twenty years, some of which include termination options and options to extend the lease term from one
to five years or on a month-to-month basis. The Company includes options that are reasonably certain to be exercised as
part of the lease term. The Company may negotiate termination clauses in anticipation of changes in market conditions but
F-19
generally, these termination options are not exercised. Certain lease agreements also include variable payments that are
dependent on usage or may vary month-to-month such as insurance, taxes and maintenance costs. None of the Company's
lease agreements contain material residual value guarantees or material restrictive covenants.
Effective January 1, 2019, the Company adopted a new standard revising the accounting for leases, using the modified
retrospective approach. Upon adoption, the Company elected the available practical expedients, including: (i) the package
of practical expedients as defined in the accounting guidance, which among other things, allowed the carry forward of
historical lease classifications, (ii) the election to use hindsight in determining the lease terms for all leases, (iii) the
transition method, which does not require the restatement of prior periods, (iv) the election to aggregate lease components
with non-lease components and account for these payments as a single lease component and (v) the short-term lease
exemption, which does not require recognition on the balance sheet for leases with an initial term of 12 months or less. The
Company has updated its systems, processes and controls to track, record and account for its lease portfolio, including
implementation of a third-party software tool to assist in complying with the new standard. Upon adoption of the new
standard, the Company recognized a right-of-use asset and a corresponding lease liability of $302 million. The adoption of
the standard did not have a material impact on the Consolidated Statements of Operations, Comprehensive Loss, Equity
and Cash Flows for any of the periods presented. See Note 12, "LEASES" for additional details and application of this
standard.
The Company is required to record a right-of-use asset and corresponding lease liability, equal to the present value of the
lease payments at the commencement date of each lease. For all asset classes, in determining future lease payments, the
Company has elected to aggregate lease components, such as payments for rent, taxes and insurance costs with non-lease
components such as maintenance costs, and account for these payments as a single lease component. In limited
circumstances, when the information necessary to determine the rate implicit in a lease is available, the present value of the
lease payments is determined using the rate implicit in that lease. If the information necessary to determine the rate implicit
in a lease is not available, the Company uses its incremental borrowing rate at the commencement of the lease, which
represents the rate of interest that the Company would incur to borrow on a collateralized basis over a similar term.
All leases must be classified as either an operating lease or finance lease. The classification is determined based on whether
substantive control has been transferred to the lessee. The classification governs the pattern of lease expense recognition.
For leases classified as operating leases, total lease expense over the term of the lease is equal to the undiscounted
payments due in accordance with the lease arrangement. Fixed lease expense is recognized periodically on a straight-line
basis over the term of each lease and includes: (i) imputed interest during the period on the lease liability determined using
the effective interest rate method plus (ii) amortization of the right-of-use asset for that period. Amortization of the right-
of-use asset during the period is calculated as the difference between the straight-line expense and the imputed interest on
the lease liability for that period. Variable lease expense is recognized when the achievement of the specific target is
considered probable.
Research and Development Expenses
Costs related to internal research and development programs, including costs associated with the development of acquired
IPR&D, are expensed as goods are delivered or services are performed. Under certain research and development
arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of
specific developmental, regulatory and/or commercial milestones. Milestone payments made to third parties before a
product receives regulatory approval, but after the milestone is determined to be probable, are expensed and included in
Research and development expenses. Milestone payments made to third parties after regulatory approval is received are
capitalized and amortized over the estimated useful life of the approved product.
Amounts due from third parties as reimbursement of development activities conducted under certain research and
development arrangements are recognized as a reduction of Research and development expenses.
Legal Costs
Legal fees and other costs related to litigation and other legal proceedings or services are expensed as incurred and are
included in Selling, general and administrative expenses. Certain legal costs associated with acquisitions are included in
Acquisition-related costs and certain legal costs associated with divestitures, legal settlements and other business
development activities are included in Litigation and other matters or Net (gain) loss on sales of assets within Other
expense (income), net, as appropriate. Legal costs expensed are reported net of expected insurance recoveries. A claim for
insurance recovery is recognized when realization becomes probable.
F-20
Advertising Costs
Advertising costs comprise product samples, print media, promotional materials and television advertising and are
expensed on the first use of the advertisement. Included in Selling, general and administrative expenses are advertising
costs of $451 million, $544 million and $481 million, for 2020, 2019 and 2018, respectively.
Share-Based Compensation
The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted
share units (“RSUs”), at estimated fair value. The Company amortizes the fair value of stock option or RSU grants on a
straight-line basis over the requisite service period of the individual stock option or RSU grant, which generally equals the
vesting period. Stock option and RSU forfeitures are estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. Share-based compensation is recorded in Research and
development expenses and Selling, general and administrative expenses, as appropriate.
Acquisition-Related Contingent Consideration
Acquisition-related contingent consideration, which primarily consists of potential milestone payments and royalty
obligations, is recorded in the Consolidated Balance Sheets at its acquisition date estimated fair value, in accordance with
the acquisition method of accounting. The fair value of the acquisition-related contingent consideration is remeasured each
reporting period, with changes in fair value recorded in the Consolidated Statements of Operations. The fair value
measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as
defined in fair value measurement accounting.
Interest Expense
Interest expense includes standby fees, the amortization of debt discounts and deferred financing costs, accretion of debt
premiums and the amortization of amounts excluded from the assessment of effectiveness related to the Company's cross-
currency swaps. Interest costs are expensed as incurred, except to the extent such interest is related to construction in
progress, in which case interest is capitalized. Capitalized interest related to construction in progress as of December 31,
2020 and 2019 was $45 million and $34 million, respectively, and is included in Property, plant and equipment, net.
Income Taxes
Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the
temporary differences between the financial statement and income tax bases of assets and liabilities, and for operating
losses and tax credit carryforwards. A valuation allowance is provided for the portion of deferred tax assets that is more
likely than not to remain unrealized. Deferred tax assets and liabilities are measured using enacted tax rates and laws.
Deferred tax assets for outside basis differences in investments in subsidiaries are only recognized if the difference will be
realized in the foreseeable future.
In October 2016, the FASB issued guidance requiring an entity to recognize the income tax consequences of an intra-entity
transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside
party. This guidance was effective for the Company January 1, 2018 and was applied using a modified retrospective
approach through a cumulative-effect adjustment to accumulated deficit and deferred income taxes as of the effective date.
The Company recorded a net cumulative-effect adjustment of $1,209 million to increase deferred income tax assets and
decrease the opening balance of Accumulated deficit for the income tax consequences deferred from past intra-entity
transfers involving assets other than inventory.
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be
sustained upon examination by the appropriate taxing authority, based on the technical merits of the position. The tax
benefits recognized from such position are measured based on the amount for which there is a greater than 50% likelihood
of being realized upon settlement. Liabilities associated with uncertain tax positions are classified as long-term unless
expected to be paid within one year. Interest and penalties related to uncertain tax positions, if any, are recorded in the
provision for income taxes and classified with the related liability on the consolidated balance sheets.
Loss Per Share Attributable to Bausch Health Companies Inc.
Basic loss per share attributable to Bausch Health Companies Inc. is calculated by dividing Net loss attributable to Bausch
Health Companies Inc. by the weighted-average number of common shares outstanding during the reporting period.
Diluted loss per share attributable to Bausch Health Companies Inc. is calculated by dividing Net loss attributable to
Bausch Health Companies Inc. by the weighted-average number of common shares outstanding during the reporting period
F-21
after giving effect to dilutive potential common shares for stock options and RSUs, determined using the treasury
stock method.
Comprehensive Loss
Comprehensive loss comprises Net loss and Other comprehensive (loss) income. Other comprehensive (loss) income
includes items such as foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale
and other investments and certain pension and other postretirement benefit plan adjustments. Accumulated other
comprehensive loss is recorded as a component of shareholders’ equity.
Contingencies
In the normal course of business, the Company is subject to loss contingencies, such as claims and assessments arising
from litigation and other legal proceedings, contractual indemnities, product and environmental liabilities and tax matters.
Accruals for loss contingencies are recorded when the Company determines that it is both probable that a liability has been
incurred and the amount of loss can be reasonably estimated. If the estimate of the amount of the loss is a range and some
amount within the range appears to be a better estimate than any other amount within the range, that amount is accrued as a
liability. If no amount within the range is a better estimate than any other amount, the minimum amount of the range is
accrued as a liability. These accruals are adjusted periodically as assessments change or additional information becomes
available.
If no accrual is made for a loss contingency because the amount of loss cannot be reasonably estimated, the Company will
disclose contingent liabilities when there is at least a reasonable possibility that a loss or an additional loss may have been
incurred.
Employee Benefit Plans
The Company sponsors various retirement and pension plans, including defined benefit pension plans, defined contribution
plans and a participatory defined benefit postretirement plan. The determination of defined benefit pension and
postretirement plan obligations and their associated expenses requires the use of actuarial valuations to estimate the
benefits employees earn while working, as well as the present value of those benefits. Net actuarial gains and losses that
exceed 10 percent of the greater of the plan’s projected benefit obligations or the market-related value of assets are
amortized to earnings over the shorter of the estimated average future service period of the plan participants (or the
estimated average future lifetime of the plan participants if the majority of plan participants are inactive) or the period until
any anticipated final plan settlements.
Adoption of New Accounting Standards
In June 2016, the FASB issued guidance on the impairment of financial instruments requiring an impairment model based
on expected losses rather than incurred losses. Under this guidance, an entity recognizes as an allowance its estimate of
expected credit losses. The guidance was effective for the Company beginning January 1, 2020 and was applied using a
modified retrospective approach through a cumulative-effect adjustment to accumulated deficit, which resulted in an
increase to Accumulated deficit of less than $1 million. The application of this guidance did not have a material effect on
the Company's results of operations and cash flows.
In August 2018, the FASB issued guidance modifying the disclosure requirements for fair value measurement. The
guidance was effective for the Company beginning January 1, 2020. The application of this guidance did not have a
material effect on the Company's disclosures.
In March 2020, the FASB issued guidance providing optional expedients and exceptions for applying U.S. GAAP to
contracts, hedging relationships, and other transactions that reference LIBOR or a reference rate that is expected to be
discontinued as a result of reference rate reform. Optional expedients are provided for contract modification accounting
within the areas of receivables, debt, leases, derivatives and hedging. The optional amendments are effective for all entities
as of March 12, 2020, through December 31, 2022. During 2020, the Company has not entered into any contract
modifications in which the optional expedients were applied. However, if prior to December 31, 2022 the Company enters
into a contract modification in which the optional expedients are applied, the Company will evaluate the impact of adoption
of this guidance on its financial position, results of operations and cash flows.
In August 2018, the FASB issued guidance modifying the disclosure requirements for employers that sponsor defined
benefit pension or other postretirement plans. The guidance was effective for annual periods ending after December 15,
2020. The application of this guidance did not have a material effect on the Company's disclosures.
F-22
Recently Issued Accounting Standards, Not Adopted as of December 31, 2020
In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by eliminating certain
exceptions to the guidance related to the approach for intraperiod tax allocation, the methodology for calculating income
taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also
simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting
for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for annual periods beginning
after December 15, 2020. The application of this guidance is not expected to have a material effect on the Company's
financial position, results of operations and cash flows.
3. ACQUISITIONS, LICENSING AGREEMENTS AND ASSETS HELD FOR SALE
Acquisition Agreement for Synergy Pharmaceuticals Inc.
On March 6, 2019, the Company acquired certain assets of Synergy Pharmaceuticals Inc. ("Synergy") for a cash purchase
price of approximately $180 million and the assumption of certain liabilities, pursuant to the terms approved by the U.S.
Bankruptcy Court for the Southern District of New York on March 1, 2019. Among the assets acquired are the worldwide
rights to the Trulance® (plecanatide) product, a once-daily tablet for adults with chronic idiopathic constipation and
irritable bowel syndrome with constipation. This acquired business is included in the Company's Salix segment and is
expected to result in additional revenues and costs savings associated with business synergies.
Assets Acquired and Liabilities Assumed
The acquisition of certain assets of Synergy has been accounted for as a business combination under the acquisition method
of accounting since: (i) substantially all of the fair value of the assets acquired is not concentrated in a single identifiable
asset or group of similar identifiable assets and (ii) substantive inputs and processes were acquired to contribute to the
creation of outputs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed
related to the acquisition of certain assets of Synergy as of the acquisition date:
(in millions)
Accounts receivable
Inventories
Prepaid expenses and other current assets
Product brand intangible assets (estimated useful life 7 years)
Accounts payable
Accrued expenses
Total identifiable net assets
Goodwill
Total fair value of consideration transferred
$
7
24
5
159
(1)
(17)
177
3
$
180
Goodwill associated with the acquisition of certain assets of Synergy is not deductible for income tax purposes.
Revenue and Operating Results
Revenues associated with the acquired assets of Synergy during the period March 6, 2019 through December 31, 2019
were $55 million. Operating results associated with the acquired assets of Synergy during the period March 6, 2019
through December 31, 2019 and pro-forma revenues and operating results for the year 2019 were not material. Included in
Other expense (income), net for 2019 are acquisition-related costs of $8 million directly related to the acquisition of certain
assets of Synergy, which include expenditures for advisory, legal, valuation, accounting and other similar services.
Noncontrolling Interest in Medpharma
On October 16, 2018, using cash on hand, the Company acquired the 40% noncontrolling interest of Medpharma
Pharmaceutical & Chemical Industries LLC (“Medpharma”) for $18 million. The difference between the carrying value
and the price paid for the noncontrolling interest in Medpharma of $15 million, is a reduction of additional paid-in capital.
There were no other material business combinations in 2020, 2019 or 2018. The measurement period for all acquisitions
has closed.
F-23
Option to Purchase All Ophthalmology Assets of Allegro Ophthalmics, LLC ("Allegro")
On September 21, 2020, the Company announced that it had entered into an agreement to acquire an option to purchase all
of the ophthalmology assets of Allegro (the "Option"), a privately held biopharmaceutical company focused on the
development of therapies that regulate integrin functions for the treatment of ocular diseases. Among the assets to be
acquired if the Option is exercised, is the worldwide rights to risuteganib (Luminate®), Allegro's lead investigational
compound in retina, which is believed to simultaneously act on the angiogenic, inflammatory and mitochondrial metabolic
pathways implicated in diseases such as intermediate dry Age-related Macular Degeneration ("AMD"). A U.S. Phase 2a
study with risuteganib in intermediate dry AMD met its primary endpoint of vision recovery and Phase 3 testing is in the
planning stages. The aggregate payments to acquire the Option are $50 million and include an upfront payment of
$10 million and a second payment of $40 million should Allegro raise additional funding. During the three months ended
September 30, 2020, the Company made and expensed the upfront payment of $10 million as acquired IPR&D included in
Other expense (income), net. If the Option is exercised, additional payments to acquire all ophthalmology assets of Allegro
will be due.
Licensing Agreements
In the normal course of business, the Company may enter into select licensing and collaborative agreements for the
commercialization and/or development of unique products. These products are sometimes investigational treatments in
early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i)
fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution,
is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions.
Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are
recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each
milestone has been achieved and payment is probable and can be reasonably estimated.
Assets Held for Sale
During the three months ended December 31, 2020, the Company identified for disposal a certain business within the
Bausch + Lomb/International segment. This business was classified as held for sale as of December 31, 2020.
The carrying amounts of the assets and liabilities held for sale included in the Consolidated Balance Sheet as of December
31, 2020 are as follows:
(in millions)
Prepaid expenses and other current assets:
Trade receivables, net
Inventories, net
Prepaid expenses and other current assets
Other non-current assets:
Property, plant and equipment, net
Goodwill and Intangible assets, net
Deferred tax assets, net
Accrued and other current liabilities:
Accounts payable
Accrued and other current liabilities
Other non-current liabilities:
Deferred tax liabilities, net
Other non-current liabilities
$
91
63
8
$
162
$
68
245
2
$
315
$
$
$
$
7
28
35
36
21
57
Included within Deferred tax liabilities, net, are book to income tax differences related to the Company's intangible assets.
F-24
As a result of meeting the criteria for held for sale classification, the carrying value of this business, was adjusted to its
estimated fair value, less costs to sell, and the Company recognized a loss of $96 million within Asset impairments,
including loss on assets held for sale in the Consolidated Statements of Operations. This loss was primarily due to the
anticipated release of non-cash cumulative foreign currency translation losses of $344 million, which were included as part
of the carrying value of this business when measuring for impairment. These losses will be reclassified from Accumulated
other comprehensive loss to Net loss upon the disposal of this business.
4. RESTRUCTURING, INTEGRATION AND SEPARATION COSTS
Restructuring and integration costs
The Company evaluates opportunities to improve its operating results and implements cost savings programs to streamline
its operations and eliminate redundant processes and expenses. Restructuring and integration costs are expenses associated
with the implementation of these cost savings programs and include expenses associated with: (i) reducing headcount,
(ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution
margin improvement and other cost reduction initiatives. The liability associated with restructuring and integration costs as
of December 31, 2020 was $20 million.
During 2020, the Company incurred $11 million of restructuring and integration-related costs. These costs included: (i)
$10 million of facility closure costs and (ii) $1 million of severance and other costs. The Company made payments of
$18 million during 2020.
During 2019, the Company incurred $31 million of restructuring and integration costs. These costs included: (i)
$11 million of severance costs and other costs associated with the acquisition of certain assets of Synergy, (ii) $11 million
of facility closure costs and (iii) $9 million of other severance costs. The Company made payments of $31 million during
2019.
During 2018, the Company incurred $22 million of restructuring and integration costs. These costs included: (i)
$11 million of severance costs, (ii) $10 million of facility closure costs and (iii) $1 million of other costs. The Company
made payments of $33 million during 2018.
Separation costs and separation-related costs
The Company has incurred, and will incur, costs associated with activities to effectuate the Separation. These activities
include: (i) separating the eye-health business from the remainder of the Company and (ii) registering the eye-health
business as an independent publicly traded entity. Separation costs are incremental costs directly related to the Separation
and include, but are not limited to: (i) legal, audit and advisory fees, (ii) employee hiring, relocation and travel costs and
(iii) costs associated with establishing a new board of directors and audit committee. Included in Restructuring, integration
and separation costs for 2020 is $11 million of separation costs.
The Company has also incurred, and will incur, separation-related costs which are incremental costs indirectly related to
the Separation. Separation-related costs include, but are not limited to: (i) IT infrastructure and software licensing costs, (ii)
rebranding costs and (iii) costs associated with facility relocation and/or modification. Included in Selling, general and
administrative expenses for 2020 is $21 million of separation-related costs.
The Company is in the planning phase of the Separation and the extent and timing of future charges for these costs cannot
be reasonably estimated at this time and could be material.
5. FAIR VALUE MEASUREMENTS
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.
F-25
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 as of:
(in millions)
Assets:
Cash equivalents
Restricted Cash
Foreign currency exchange contracts
Liabilities:
Acquisition-related contingent
consideration
Cross-currency swaps
Foreign currency exchange contracts
December 31, 2020
December 31, 2019
Carrying
Value
Level 1
Level 2
Level 3
Carrying
Value
Level 1
Level 2
Level 3
$
$
$
$
$
$
41 $
8 $
1,211 $
1,211 $
3 $
— $
33 $
— $
3 $
— $
2,696 $
2,646 $
— $
— $
1 $
— $
1 $
— $
328 $
70 $
11 $
— $
— $
— $
— $
70 $
11 $
328 $
316 $
— $
— $
13 $
— $
— $
— $
— $
50 $
— $
— $
— $
13 $
— $
—
—
—
316
—
—
Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of three months or
less when purchased, and are reflected in the Consolidated Balance Sheets at carrying value, which approximates fair value
due to their short-term nature.
As of December 31, 2020, Restricted cash includes $1,210 million of payments into an escrow fund under the terms of a
settlement agreement regarding certain U.S. securities litigation, subject to an objector's appeal of the final court approval,
and is reflected in the Consolidated Balance Sheets at carrying value, which approximates fair value due to its short-term
nature. These payments will remain in escrow until final approval of the settlement as discussed in Note 20, "LEGAL
PROCEEDINGS".
There were no transfers into or out of Level 3 during 2020 and 2019.
Cross-currency Swaps
During 2019, the Company entered into cross-currency swaps, with aggregate notional amounts of $1,250 million, to
mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements
from adverse movements in exchange rates. The euro-denominated net investment being hedged is the Company’s
investment in certain euro-denominated subsidiaries. Prior to 2019, the Company had no cross-currency swaps.
The fair value of the Company’s cross-currency swaps liability as of December 31, 2020 and 2019 was $70 million and
$13 million, respectively. Included in Other non-current liabilities is $79 million and $22 million of cross-currency swaps
and included in Prepaid expenses and other current assets is $9 million and $9 million of earned interest within the
Consolidated Balance Sheets as of December 31, 2020 and 2019, respectively.
The following table presents the effect of hedging instruments on the Consolidated Statements of Operations and
Consolidated Statements of Comprehensive Loss for 2020 and 2019:
(in millions)
Loss recognized in Other comprehensive loss
Gain excluded from assessment of hedge effectiveness
Location of gain of excluded component
2020
2019
$
$
(57)
23
$
$
(22)
9
Interest Expense
Settlement of the Company's cross-currency swaps occurs in February and August each year. During 2020, the Company
received $23 million in settlements which are reported as Investing activities in the Consolidated Statements of Cash
Flows.
Foreign Currency Exchange Contracts
During 2020, the Company entered into foreign currency exchange contracts, with an aggregate notional amount of
$485 million. Prior to 2020, the Company had no foreign currency exchange contracts for any period presented.
The fair value of the Company's foreign currency exchange contracts liability as of December 31, 2020 was $8 million.
Included in Accrued and other current liabilities are $11 million and included in Prepaid expenses and other current assets
are $3 million of foreign currency exchange contracts within the Consolidated Balance Sheets. During 2020, the net change
F-26
in fair value was a loss of $8 million. Settlements of the Company's foreign currency exchange contracts are reported as a
gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other and reported as operating
activities in the Consolidated Statements of Cash Flows. During 2020, the Company reported a realized loss of $2 million
related to settlements of the Company's foreign currency exchange contracts.
Acquisition-related Contingent Consideration Obligations
The fair value measurement of contingent consideration obligations arising from business combinations is determined via a
probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the
estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the
contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows.
Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value
measurement. At December 31, 2020, the fair value measurements of acquisition-related contingent consideration were
determined using risk-adjusted discount rates ranging from 6% to 25%, and a weighted average risk-adjusted discount rate
of 8%. The weighted average risk-adjusted discount rate was calculated by weighting each contract's relative fair value at
December 31, 2020.
The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using
significant unobservable inputs (Level 3) for the years 2020 and 2019:
(in millions)
Beginning balance, January 1,
Adjustments to Acquisition-related contingent consideration:
Accretion for the time value of money
Fair value adjustments
Acquisition-related contingent consideration adjustments
Payments / Settlements
Foreign currency translation adjustment included in other comprehensive loss
Ending balance, December 31,
Current portion
Non-current portion
2020
2019
$
316
$
339
$
23
25
$
22
(10)
48
(36)
—
328
112
216
$
12
(36)
1
316
54
$
262
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The following table presents the components and classification of the Company’s financial assets and liabilities measured
at fair value on a non-recurring basis:
(in millions)
Other non-current assets:
December 31, 2020
December 31, 2019
Carrying
Value
Level 1
Level 2
Level 3
Carrying
Value
Level 1
Level 2
Level 3
Non-current assets held for sale
$
245 $
— $
— $
245 $
39 $
— $
— $
39
Non-current assets held for sale of $245 million as of December 31, 2020 were remeasured to estimated fair value, less
costs to sell, which utilized Level 3 unobservable inputs. See Note 3, "ACQUISITIONS, LICENSING AGREEMENTS
AND ASSETS HELD FOR SALE" for additional details regarding these assets held for sale.
In 2019, the Company identified certain products in the Bausch + Lomb/International segment and one product in the
Diversified Products segment for disposal. The products and the related assets and liabilities of this disposal group
qualified as a business and an impairment of $8 million associated with this business was recognized during the three
months ended September 30, 2019. As a result of changing business dynamics, during the three months ended March 31,
2020, the Company decided not to sell these assets and reclassified $39 million of held for sale assets as assets held and
used at their respective fair values at the date of the decision not to sell. This reclassification did not impact the
Consolidated Statement of Operations for 2020.
Fair Value of Long-term Debt
The fair value of long-term debt as of December 31, 2020 and 2019 was $25,378 million and $27,520 million, respectively,
and was estimated using the quoted market prices for the same or similar debt issuances (Level 2).
F-27
6.
INVENTORIES
Inventories, net, as of December 31, 2020 and 2019 consist of:
(in millions)
Raw materials
Work in process
Finished goods
2020
2019
$
286
143
665
$
319
149
639
$ 1,094
$ 1,107
7. PROPERTY, PLANT AND EQUIPMENT
The major components of property, plant and equipment as of December 31, 2020 and 2019 consist of:
(in millions)
Land
Buildings and improvements
Machinery and equipment
Other equipment and leasehold improvements
Equipment on operating lease
Construction in progress
Accumulated depreciation
2020
2019
$
79
686
$
79
696
1,722
1,606
360
65
436
369
56
301
3,348
3,107
(1,781)
(1,641)
$ 1,567
$ 1,466
Depreciation expense was $180 million, $178 million and $175 million for 2020, 2019 and 2018, respectively.
8.
INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The major components of intangible assets as of December 31, 2020 and 2019 consist of:
(in millions)
Finite-lived intangible assets:
Product brands
Corporate brands
Product rights/patents
Partner relationships
Technology and other
Weighted-
Average
Remaining
Useful
Lives
(Years)
2020
Accumulated
Amortization
and
Impairments
Gross
Carrying
Amount
Net
Carrying
Amount
Gross
Carrying
Amount
2019
Accumulated
Amortization
and
Impairments
Net
Carrying
Amount
6
7
3
1
3
$ 20,890 $
(14,914) $ 5,976 $ 21,011 $
(13,544) $ 7,467
907
3,305
169
210
(404)
(3,055)
(168)
(200)
503
250
1
10
930
3,297
166
209
(338)
(2,887)
(165)
(189)
592
410
1
20
Total finite-lived intangible assets
25,481
(18,741)
6,740
25,613
(17,123)
8,490
Acquired IPR&D not in service
B&L Trademark
NA
NA
7
1,698
—
—
7
1,698
13
1,698
—
—
13
1,698
$ 27,186 $
(18,741) $ 8,445 $ 27,324 $
(17,123) $ 10,201
Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Asset
impairments, including loss on assets held for sale 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 in 2020 included impairments of: (i) $96 million to reduce the
carrying value of a business within the Bausch + Lomb/International segment to its estimated fair value less costs to sell
due to classifying the business as held for sale as discussed in Note 3, "ACQUISITIONS, LICENSING AGREEMENTS
F-28
AND ASSETS HELD FOR SALE", (ii) $16 million in aggregate, due to decreases in forecasted sales of certain product
lines, (iii) $1 million in aggregate, related to the discontinuance of certain product lines not aligned with the focus of the
Company's core businesses and (iv) $1 million related to Acquired IPR&D not in service.
Asset impairments, including loss on assets held for sale in 2019 included impairments of: (i) $58 million reflecting
decreases in forecasted sales of certain product lines due to generic competition and other factors, (ii) $8 million related to
assets being classified as held for sale, (iii) $5 million related to certain product/patent assets associated with the
discontinuance of specific product lines not aligned with the focus of the Company's core businesses and (iv) $4 million
related to Acquired IPR&D not in service.
Asset impairments, including loss on assets held for sale in 2018 included impairments of: (i) $263 million reflecting
decreases in forecasted sales for the Uceris® Tablet product in the Company's Salix reporting unit due to generic
competition, (ii) $85 million reflecting decreases in forecasted sales of certain other product lines due to generic
competition, (iii) $132 million reflecting decreases in forecasted sales for the Arestin® product in the Company's Dentistry
reporting unit and other product lines due to changing market conditions, (iv) $55 million, in aggregate, related to certain
product/patent assets associated with the discontinuance of specific product lines not aligned with the focus of the
Company's core businesses, (v) $28 million to Acquired IPR&D not in service related to a certain product and (vi)
$5 million related to assets being classified as held for sale.
The impairments to assets reclassified as held for sale were measured as the difference of the carrying value of these assets
as compared to the estimated fair values of these assets less costs to sell determined using a discounted cash flow analysis
which utilized Level 3 unobservable inputs. The other impairments and adjustments to finite-lived intangible assets were
measured as the difference of the historical carrying value of these finite-lived assets as compared to the estimated fair
value as determined using a discounted cash flow analysis using Level 3 unobservable inputs.
Periodically, the Company’s products face the expiration of their patent or regulatory exclusivity. The Company anticipates
that product sales for such product would decrease shortly following a loss of exclusivity ("LOE"), due to the possible
entry of a generic competitor. Where the Company has the rights, it may elect to launch an authorized generic of such
product (either as the Company’s own branded generic or through a third-party). This may occur prior to, upon or
following generic entry, which may mitigate the anticipated decrease in product sales; however, even with launch of an
authorized generic, the decline in product sales of such product could still be significant, and the effect on future revenues
could be material.
Management continually assesses the useful lives related to the Company's long-lived assets to reflect the most current
assumptions.
Effective September 12, 2018, the Company changed the estimated useful life of its Xifaxan®-related intangible assets due
to the positive impact of an agreement between the Company and Actavis Laboratories FL, Inc. ("Actavis") resolving the
intellectual property litigation regarding Xifaxan® tablets, 550 mg. Under the agreement, the parties agreed to dismiss all
litigation related to Xifaxan® tablets, 550 mg and all intellectual property protecting Xifaxan® will remain intact and
enforceable. As a result, the useful life of the Xifaxan®-related intangible assets was extended from 2024 to January 1,
2028. As this change in the estimated useful life is a change in an accounting estimate, amortization expense is impacted
prospectively. The change in the estimated useful life of the Xifaxan®-related intangible assets resulted in a decrease to the
Net loss attributable to Bausch Health Companies Inc. of $476 million, $473 million and $143 million, and a decrease to
the Basic and Diluted Loss per share attributable to Bausch Health Companies Inc. of $1.34, $1.34 and $0.41 for the years
2020, 2019 and 2018, respectively. As of December 31, 2020, the net carrying value of the Xifaxan®-related intangible
assets was $3,771 million.
Estimated amortization expense of finite-lived intangible assets for the five years ending December 31 and thereafter are
as follows:
(in millions)
Amortization
2021
2022
2023
2024
2025
Thereafter
Total
$
1,389 $
1,204 $
1,030 $
905 $
822 $
1,390 $
6,740
F-29
Goodwill
The changes in the carrying amounts of goodwill during the years ended December 31, 2020, 2019 and 2018 were as
follows:
(in millions)
Balance, January 1, 2018
Bausch +
Lomb/
International
Branded
Rx
U.S.
Diversified
Products
Salix
Ortho
Dermatologics
Diversified
Products
Total
$
6,016 $ 6,631 $ 2,946 $ — $
— $ — $ 15,593
Impairment of the Salix and Ortho Dermatologics
reporting units
—
(2,213)
—
—
Realignment of Global Solta reporting unit goodwill
(82)
115
(33)
—
(2)
—
—
—
(4,533)
(2,913)
3,156
1,267
3,023
Goodwill reclassified to assets held for sale and
subsequently disposed
Realignment of segment goodwill
Impairment of the Dentistry reporting unit
Foreign exchange and other
Balance, December 31, 2018
Acquisition of certain assets of Synergy
Goodwill reclassified to assets held for sale (Note 5)
Foreign exchange and other
Balance, December 31, 2019
Assets held for sale reclassified to goodwill (Note 5)
Goodwill reclassified to assets held for sale (Note 3)
Foreign exchange and other
Balance, December 31, 2020
—
—
—
(127)
—
5,805
—
—
—
(18)
—
(1)
—
5,786
—
18
—
(217)
—
117
—
—
—
—
—
—
—
—
—
—
—
—
—
3,156
3
—
—
3,159
—
—
—
—
—
—
—
—
—
—
—
(109)
—
(2,213)
—
(2)
—
(109)
(127)
1,267
2,914
13,142
—
—
—
—
—
—
3
(18)
(1)
1,267
2,914
13,126
—
—
—
—
—
—
18
(217)
117
$
5,704 $ — $ — $ 3,159 $
1,267 $ 2,914 $ 13,044
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 values 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 LOE
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.
F-30
2018
Adoption of New Accounting Guidance for Goodwill Impairment Testing
Effective January 1, 2018, the Company elected to early adopt a new accounting standard which simplifies the subsequent
measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. Goodwill impairment is now
measured as the amount by which a reporting unit's carrying value exceeds its fair value. Upon adopting the new standard,
the Company tested goodwill for impairment and determined that the carrying value of the Salix reporting unit exceeded its
fair value resulting in the Company recognizing a goodwill impairment of $1,970 million associated with the Salix
reporting unit.
The Company conducted its 2017 annual goodwill impairment test as of October 1, 2017 and determined that the fair value
of the Ortho Dermatologics reporting unit exceeded its carrying value. However, at January 1, 2018, unforeseen changes in
the business dynamics of the Ortho Dermatologics reporting unit, such as: (i) changes in the dermatology sector, (ii)
increased pricing pressures from third-party payors, (iii) additional risks to the exclusivity of certain products and (iv) an
expected longer launch cycle for a new product, were factors that negatively impacted the reporting unit's operating results
beyond management's expectations as of October 1, 2017. In response to these adverse business indicators, as of January
1, 2018, the Company reduced its near and long term financial projections for the Ortho Dermatologics reporting unit. As a
result of the reductions in the near and long term financial projections, the carrying value of the Ortho Dermatologics
reporting unit exceeded its fair value at January 1, 2018 and the Company recognized a goodwill impairment of $243
million.
2018 Realignment of Solta Business
Effective March 1, 2018, revenues and profits from the U.S. Solta business included in the former U.S. Diversified
Products segment in prior periods and revenues and profits from the international Solta business included in the Bausch +
Lomb/International segment in prior periods, are reported in a new Global Solta reporting unit, which, at that time, was a
part of the former Branded Rx segment. As a result of this change, $115 million of goodwill was reallocated to the new
Global Solta reporting unit and the Company assessed the impact on the fair values of each of the reporting units affected.
After considering, among other matters: (i) the limited period of time between last impairment test (January 1, 2018) and
the realignment (March 1, 2018), (ii) the results of the last impairment test and (iii) the amount of goodwill reallocated to
the new Global Solta reporting unit, the Company did not identify any indicators of impairment at the time of the
realignment.
2018 Realignment of Segment Structure
In the second quarter of 2018, the Company began operating in the following reportable segments: (i) Bausch + Lomb/
International segment, (ii) Salix segment, (iii) Ortho Dermatologics segment and (iv) Diversified Products segment. The
Bausch + Lomb/International segment consists of the: (i) U.S. Bausch + Lomb and (ii) International reporting units. The
Salix segment consists of the Salix reporting unit. The Ortho Dermatologics segment consists of the: (i) Ortho
Dermatologics and (ii) Global Solta reporting units. The Diversified Products segment consists of the: (i) Neurology and
Other, (ii) Generics and (iii) Dentistry reporting units. There was no triggering event which would require the Company to
test goodwill for impairment as a result of the second quarter realignment of the segment structure as it did not result in a
change in the reporting units.
2018 Annual Goodwill Impairment Test
The Company conducted its 2018 annual goodwill impairment test as of October 1, 2018 and determined that the carrying
value of the Dentistry reporting unit exceeded its fair value and, as a result, the Company recognized a goodwill
impairment of $109 million, representing the full amount of goodwill for the Dentistry reporting unit. Changing market
conditions such as: (i) an increasing competitive environment and (ii) increasing pricing pressures negatively impacted the
reporting unit's operating results.
The Company's remaining reporting units passed the goodwill impairment test as the estimated fair value of each reporting
unit exceeded its carrying value at the date of testing and, therefore, there was no impairment to goodwill for any reporting
unit other than the Dentistry reporting unit. In order to evaluate the sensitivity of its fair value calculations on the goodwill
impairment test, the Company compared the carrying value of each reporting unit to its fair value as of October 1, 2018, the
date of testing. As of October 1, 2018, the fair value of each reporting unit with associated goodwill exceeded its carrying
value by more than 15%.
F-31
2019
2019 Annual Goodwill Impairment Test
The Company conducted its annual goodwill impairment test as of October 1, 2019 by first assessing qualitative factors.
Where the qualitative assessment suggested that it was more likely than not that the fair value of a reporting unit was less
than its carrying amount, a quantitative fair value test was performed for that reporting unit. In each quantitative fair value
test performed, the fair value was greater than the carrying value of the reporting unit. As a result, there was no
impairment to the goodwill of any reporting unit.
2020
2020 Interim Goodwill Impairment Assessment
In response to the COVID-19 pandemic, the Company has taken actions to protect its employees, customers and other
stakeholders and mitigate the negative impact of the COVID-19 pandemic on its operations and operating results. These
and additional actions can increase the costs of doing business during the pandemic and, in the periods that follow, may
include the costs of idling and reopening certain facilities in affected areas. Further, social restrictions and other
precautionary measures taken by customers, health care patients and consumers in response to the pandemic are expected
to impact the timing and amount of revenues during the COVID-19 pandemic. Although the Company's revenues for 2020
were less than those forecasted on the date goodwill was last tested for impairment (October 1, 2019), there were no
indications that these trends are materially related to developments other than the COVID-19 pandemic.
The negative impacts of the COVID-19 pandemic on the global economy have led to significant volatility in the global
equity markets. The Company has been able to continue its operations with limited disruptions and has assessed the
potential impact that the COVID-19 pandemic is likely to have on its forecasted cash flows. In performing its assessment,
the Company considered the possible affects and outcomes of the COVID-19 pandemic on, among other things, its supply
chain, customers and distributors, employee base, product sustainability, research and development activities, product
pipeline and consumer demand and related rebates and discounts and has made adjustments, although not considered to be
material, to its long-term forecasts as of October 1, 2019 (the date goodwill was last tested for impairment) for these and
other matters. After completing this assessment, although not completely insulated from the negative effects of the
COVID-19 pandemic, the Company believes that its long-term forecasted cash flows, as adjusted for the possible outcome
of the COVID-19 pandemic and other matters, do not indicate that the fair value of any reporting unit may be below its
carrying value.
During the pandemic, the public has been advised to engage in certain "social restrictions" such as: (i) remaining at home
or shelter-in-place, (ii) limiting social interaction, (iii) closing non-essential businesses and (iv) postponing certain surgical
and elective medical procedures in order to prioritize/conserve available health care resources. During the three months
ended March 31, 2020, these factors negatively impacted, most notably, the revenues of the Company's Global Vision Care
and Global Surgical businesses in Asia where the COVID-19 pandemic originated. Beginning in March 2020, and
throughout most of the second quarter of 2020, the Company experienced steeper declines in these revenues and the
revenues of other businesses as social restrictions expanded worldwide, particularly in the U.S. and Europe. Social
restrictions negatively impacted the Company's revenues for contact lenses, intraocular lenses, medical devices, surgical
systems and certain pre- and post-operative eye-medications of its Global Ophtho Rx business, medical aesthetics and
therapeutic products of its Global Solta business, and certain branded pharmaceutical products of its Salix, Ortho
Dermatologics and Dentistry businesses, as the offices of many health care providers were closed and certain surgeries and
elective medical procedures were deferred.
The Company's 2020 revenues were most negatively impacted during its second quarter by the social restrictions and other
precautionary measures taken in response to the COVID-19 pandemic. However, as governments began lifting social
restrictions, allowing offices of certain health care providers to reopen and certain surgeries and elective medical
procedures to proceed, the negative trend in the revenues of certain businesses began to level off and stabilize prior to the
third quarter. Revenues for the three months ended December 31, 2020 and 2019 were $2,213 million and $2,224 million,
respectively, a decrease of $11 million. This decrease of less than 1% represents a continuing improving trend over the
decreases in year-over-year revenues for the three month periods ended June 30, 2020 and September 30, 2020 of 23% and
3%, respectively. Presuming there continues to be increased availability of effective vaccines and any further resurgence of
the COVID-19 virus and variant strains thereof do not have a material adverse impact on efforts to contain the COVID-19
virus, the Company anticipates an ongoing, gradual global recovery from the macroeconomic and health care impacts of
the pandemic that occurred during the first-half of 2020 and anticipates that its affected businesses could return to pre-
pandemic levels during 2021. However, the rates of recovery for each business will vary by geography and will be
dependent upon, among other things, the availability and effectiveness of vaccines for the COVID-19 virus, government
F-32
responses, rates of economic recovery, precautionary measures taken by patients and customers, the rate at which
remaining social restrictions are lifted and once lifted, the presumption that social restrictions will not be materially
reenacted in the event of a resurgence of the virus and other actions taken in response to the COVID-19 pandemic.
On a quarterly basis, using its latest forecasts of cash flows, the Company gave consideration to the nature and timing of
the expected revenue losses discussed above. No events occurred or circumstances changed during the period October 1,
2019 through September 30, 2020 that would indicate that the fair value of any reporting unit, other than the Ortho
Dermatologics reporting unit, might be below its carrying value. The changes in the amounts and timing of revenues as
presented in the Company's latest forecasts included a range of potential outcomes and, with the exception of the Ortho
Dermatologics reporting unit as discussed below, were not substantial enough to materially adversely affect the
recoverability of any of the associated reporting units’ assets and were not material enough to indicate that the fair values
of those reporting units might be below their respective carrying values. However, based on the results of the October 1,
2019 annual goodwill impairment test, the Company continued to assess the performance of the Ortho Dermatologics
reporting unit and the Neuro and Other reporting unit on a quarterly basis throughout 2020.
2020 Interim Goodwill Impairment Assessments - Neuro and Other
As part of its quarterly qualitative interim assessments of the Neuro and Other reporting unit, management considered the
totality of all relevant events or circumstances that could have affected the carrying amount or fair value of the reporting
unit, including comparing the reporting unit’s operating results to the forecast used to test the goodwill of the Neuro and
Other reporting unit as of October 1, 2019. Based on the qualitative assessments, management believed that the carrying
value of Neuro and Other reporting unit did not exceed its fair value and, therefore, concluded a quantitative fair value test
was not required for any quarterly period.
2020 Interim Goodwill Impairment Assessments and Testing - Ortho Dermatologics
During the three months ended March 31, 2020, the operating results for the Ortho Dermatologics reporting unit were less
than those forecasted at October 1, 2019 for that period. As part of its qualitative assessment as of March 31, 2020, the
Company revised its forecasts for the year 2020, for among other matters, the lower than originally forecasted operating
results for the three months ended March 31, 2020 and the range of potential impacts of the COVID-19 pandemic,
including longer than expected launch cycles for certain new products. Management believed that the revisions to its
forecasts for the year 2020 were indicators that there was less headroom as of March 31, 2020 as compared to the
headroom calculated on the date goodwill was last tested for impairment (October 1, 2019). Therefore, a quantitative fair
value test for the Ortho Dermatologics reporting unit was performed at March 31, 2020. Based on the quantitative fair
value test, the fair value of the Ortho Dermatologics reporting unit continued to be greater than its carrying value and as a
result there was no impairment to the goodwill of the reporting unit at March 31, 2020.
During the three months ended June 30, 2020, the Company identified certain Ortho Dermatologics’ products that were
experiencing longer launch cycles than originally anticipated due to the COVID-19 pandemic and, as a direct result, took
actions to mitigate the impact of these matters, including right-sizing its Ortho Dermatologics’ sales force. As part of its
qualitative assessment as of June 30, 2020, the Company revised its long-term forecasts for, among other matters, the
decrease in forecasted revenues of the identified products, the reduction in sales force and related costs and a range of
potential impacts of COVID-19 pandemic related matters. Management believed that these events were indicators that
there was less headroom as of June 30, 2020 as compared to the headroom calculated on the date Ortho Dermatologics
goodwill was last tested for impairment (March 31, 2020). Therefore, a quantitative fair value test for impairment to the
goodwill of the Ortho Dermatologics reporting unit was performed at June 30, 2020. Based on the quantitative fair value
test, the fair value of the Ortho Dermatologics reporting unit continued to be greater than its carrying value and as a result
there was no impairment to the goodwill of the reporting unit at June 30, 2020.
Management believed that based on its qualitative assessments as of September 30, 2020, it was more likely than not that
the carrying amount of the Ortho Dermatologics reporting unit was less than its fair value and, therefore, concluded a
quantitative fair value test was not required at September 30, 2020.
2020 Annual Goodwill Impairment Test
The Company conducted its annual goodwill impairment test as of October 1, 2020 by first assessing qualitative factors.
Based on its qualitative assessment as of October 1, 2020, 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 a quantitative fair value test for those reporting units was not required.
F-33
As part of its qualitative assessment of the Ortho Dermatologics reporting unit as of October 1, 2020, the Company
considered, among other matters, a range of potential impacts of COVID-19 pandemic related matters and the limited
headroom calculated on the date Ortho Dermatologics goodwill was last tested for impairment (June 30, 2020). The
Company believed that these factors may suggest that it is more likely than not that the fair value of the Ortho
Dermatologics reporting unit is 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, 2020,
utilizing a long-term growth rate of 2.0% and a range of discount rates between 9.5% and 9.75%, 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. 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. Specifically, the Company continues to assess the performance of the Ortho
Dermatologics reporting unit as compared to its respective projections and will perform qualitative interim assessments of
the carrying value and fair value on a quarterly basis to determine if impairment testing of goodwill will be warranted.
In addition, the Company expects to realign and begin managing its operations in a manner consistent with the
organizational structure of the two separate entities as proposed by the Separation during the first quarter of 2021, and as a
result the Company may need to perform an impairment test upon realignment of its operating segments.
Accumulated goodwill impairment charges through December 31, 2020 were $3,711 million.
9. ACCRUED AND OTHER CURRENT LIABILITIES
Accrued and other current liabilities as of December 31, 2020 and 2019 consist of:
(in millions)
Legal matters and related fees
Product rebates
Product returns
Interest
Employee compensation and benefit costs
Income taxes payable
Other
2020
2019
$ 1,672
$ 1,397
747
575
341
316
158
767
898
691
305
304
196
720
$ 4,576
$ 4,511
F-34
10. FINANCING ARRANGEMENTS
Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance
costs as of December 31, 2020 and 2019 consists of the following:
2020
2019
Net of
Premiums,
Discounts and
Issuance Costs
Principal
Amount
Net of
Premiums,
Discounts and
Issuance Costs
Principal
Amount
(in millions)
Senior Secured Credit Facilities:
2023 Revolving Credit Facility
June 2025 Term Loan B Facility
Maturity
June 2023
June 2025
November 2025 Term Loan B Facility
November 2025
Senior Secured Notes:
6.50% Secured Notes
7.00% Secured Notes
5.50% Secured Notes
5.75% Secured Notes
Senior Unsecured Notes:
5.50%
5.875%
4.50% euro-denominated debt
6.125%
9.00%
9.25%
8.50%
7.00%
5.00%
6.25%
5.00%
7.25%
5.25%
5.25%
Other
March 2022
March 2024
November 2025
August 2027
March 2023
May 2023
May 2023
April 2025
December 2025
April 2026
January 2027
January 2028
January 2028
February 2029
February 2029
May 2029
January 2030
February 2031
Various
$
— $
— $
— $
3,298
1,125
—
2,000
1,750
500
—
—
—
3,250
1,500
1,500
1,750
750
1,250
1,500
1,000
750
1,250
1,000
12
3,220
1,112
—
1,987
1,736
494
—
—
—
3,234
1,478
1,487
1,755
742
1,236
1,480
988
741
1,235
988
12
3,869
1,275
1,250
2,000
1,750
500
402
1,448
1,682
3,250
1,500
1,500
1,750
750
1,250
—
—
750
1,250
—
12
Total long-term debt and other
$
24,185
23,925 $
26,188
Less: Current portion of long-term debt and other
Non-current portion of long-term debt
Covenant Compliance
—
$
23,925
$
The Senior Secured Credit Facilities (as defined below) and the indentures governing the Senior Secured Notes and Senior
Unsecured Notes contain customary affirmative and negative covenants and specified events of default. These affirmative
and negative covenants include, among other things, and subject to certain qualifications and exceptions, covenants that
restrict the Company’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create or
permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated
indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and
amalgamations; transfer and sell certain assets; and engage in transactions with affiliates. As of December 31, 2020, the
amount available for restricted payments under the "builder basket" in the Company’s most restrictive indentures (as
defined by those indentures) was approximately $13,000 million (although such availability is subject to the Company's
compliance with a 2.00:1.00 fixed charge coverage ratio). The 2023 Revolving Credit Facility (as defined below) also
contains a financial maintenance covenant that 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.
F-35
—
3,768
1,257
1,242
1,983
1,733
493
400
1,441
1,674
3,230
1,473
1,484
1,756
741
1,234
—
—
740
1,234
—
12
25,895
1,234
24,661
As of December 31, 2020, the Company was in compliance with its financial maintenance covenant related to its debt
obligations. The Company, based on its current forecast for the next twelve months from the date of issuance of these
financial statements, expects to remain in compliance with its financial maintenance covenant and meet its debt service
obligations over that same period.
The Company continues to take steps to improve its operating results to ensure continual compliance with its financial
maintenance covenant and may take other actions to reduce its debt levels to align with the Company’s long-term strategy,
including divesting other businesses, refinancing debt and issuing equity or equity-linked securities as deemed appropriate.
Senior Secured Credit Facilities
On February 13, 2012, the Company and certain of its subsidiaries as guarantors entered into the “Senior Secured Credit
Facilities” under the Company’s Third Amended and Restated Credit and Guaranty Agreement, as amended (the “Third
Amended Credit Agreement”) with a syndicate of financial institutions and investors, as lenders. As of January 1, 2018, the
Third Amended Credit Agreement provided for: (i) a $1,500 million Revolving Credit Facility maturing on April 20, 2020
(the "2020 Revolving Credit Facility") and (ii) a $3,521 million term loan under the Company's Series F Tranche B Term
Loan Facility maturing in 2022 (the “Series F Tranche B Term Loan Facility”). There was $250 million outstanding under
the 2020 Revolving Credit Facility as of January 1, 2018.
2018 Activity
During 2018, the Company repaid (net of additional borrowings) $571 million of outstanding debt under its Senior Secured
Credit Facilities using cash on hand.
On June 1, 2018, the Company entered into a Restatement Agreement in respect of a Fourth Amended and Restated Credit
and Guaranty Agreement (the “Restated Credit Agreement”) which restated in full the Third Amended Credit Agreement.
The Restated Credit Agreement replaced the 2020 Revolving Credit Facility with a revolving credit facility of $1,225
million (the "2023 Revolving Credit Facility") and replaced the Series F Tranche B Term Loan Facility principal amount
outstanding of $3,315 million with a new seven year Tranche B Term Loan Facility of $4,565 million (the “June 2025
Term Loan B Facility”) borrowed by the Company’s subsidiary, Bausch Health Americas, Inc. ("BHA").
The 2023 Revolving Credit Facility matures on the earlier of June 1, 2023 and the date that is 91 calendar days prior to the
scheduled maturity of indebtedness for borrowed money of the Company or BHA in an aggregate principal amount in
excess of $1,000 million. Both the Company and BHA are borrowers with respect to the 2023 Revolving Credit Facility.
Borrowings under the 2023 Revolving Credit Facility may be made in U.S. dollars, Canadian dollars or euros.
On June 1, 2018, the Company issued an irrevocable notice of redemption for the remaining outstanding principal amounts
of: (i) $691 million of the March 2020 Unsecured Notes (as defined below), (ii) $578 million of 6.75% Senior Unsecured
Notes due August 2021 (the “August 2021 Unsecured Notes”), (iii) $550 million of 7.25% Senior Unsecured Notes due
July 2022 (the “July 2022 Unsecured Notes”) and (iv) $146 million of 6.375% Senior Unsecured Notes due October 2020
(the March 2020 Unsecured Notes (as defined below), together with the August 2021 Unsecured Notes, the July 2022
Unsecured Notes and the 6.375% Senior Unsecured Notes due October 2020 the “June 2018 Unsecured Refinanced
Debt”). On June 1, 2018, using the remaining net proceeds from the June 2025 Term Loan B Facility, the net proceeds
from the issuance of $750 million in aggregate principal amount of 8.50% Senior Unsecured Notes due 2027 (the "January
2027 Unsecured Notes") by BHA and cash on hand, the Company prepaid the remaining Series F Tranche B Term Loan
Facility and redeemed the June 2018 Unsecured Refinanced Debt at its aggregate redemption price and the indentures
governing the June 2018 Unsecured Refinanced Debt were discharged (collectively, the “June 2018 Refinancing
Transactions”).
The Restated Credit Agreement was accounted for as a modification of debt, to the extent the June 2018 Unsecured
Refinanced Debt was replaced with newly issued debt to the same creditor, and as an extinguishment of debt if: (i) the June
2018 Unsecured Refinanced Debt was replaced with newly issued debt to a different creditor, (ii) a portion of the
unamortized deferred financing fees was allocated to debt that was paid down or (iii) the borrowing capacity declined when
issuing a new revolving credit facility. The following was accounted for as an extinguishment of debt: (i) the difference
between the amounts paid to redeem the June 2018 Unsecured Refinanced Debt and the June 2018 Unsecured Refinanced
Debt’s carrying value, (ii) the replacement of the Series F Tranche B Term Loan Facility with the June 2025 Term Loan B
Facility to the extent any unamortized deferred financing fees were associated with the portion of the Series F Tranche B
Term Loan Facility that was paid down and (iii) the replacement of the 2020 Revolving Credit Facility with the 2023
Revolving Credit Facility to the extent any unamortized deferred financing fees were associated with the decline in
borrowing capacity. For amounts accounted for as an extinguishment of debt, the Company incurred a loss on
extinguishment of debt of $48 million. Payments made to the lenders and a portion of payments made to third parties of
$74 million associated with the June 2018 Refinancing Transactions were capitalized and are being amortized as interest
F-36
expense over the remaining terms of the debt, ranging from 2023 through 2027. Third-party expenses of $4 million
associated with the modification of debt were expensed as incurred and included in Interest expense.
On November 27, 2018, the Company entered into the First Incremental Amendment to the Restated Credit Agreement,
which provided an additional seven year Tranche B Term Loan Facility of $1,500 million (the "November 2025 Term Loan
B Facility") and used the net proceeds, and cash on hand, to repay $1,483 million of 7.50% Senior Unsecured Notes due
July 2021 (the “July 2021 Unsecured Notes”) in a tender offer (the "November 2018 Refinancing Transactions"). On
December 27, 2018, the Company redeemed, using cash on hand, the remaining outstanding principal amount of $17
million of the July 2021 Unsecured Notes.
The repayment of the July 2021 Unsecured Notes was accounted for as an extinguishment of debt and the Company
incurred a loss on extinguishment of debt of $43 million representing the difference between the amount paid to settle the
extinguished debt and the extinguished debt’s carrying value. Payments made to the lenders and other third parties of $25
million associated with the issuance of the November 2025 Term Loan B Facility were capitalized and are being amortized
as interest expense over the remaining term of the November 2025 Term Loan B Facility.
2019 Activity
During 2019, the Company repaid (net of additional borrowings) $806 million of outstanding debt under its Senior Secured
Credit Facilities using cash on hand.
2020 Activity
During 2020, the Company repaid: (i) $471 million of outstanding debt under its Senior Secured Credit Facilities using
cash on hand and (ii) $250 million of outstanding debt under its Senior Secured Credit Facilities as part of the May 2020
Refinancing Transactions (as defined below).
As of December 31, 2020, the Company had no outstanding borrowings, $104 million of issued and outstanding letters of
credit, and remaining availability of $1,121 million under its 2023 Revolving Credit Facility.
Current Description of Senior Secured Credit Facilities
Borrowings under the Senior Secured Credit Facilities in U.S. dollars bear interest at a rate per annum equal to, at the
Company's option, either: (i) a base rate determined by reference to the highest of: (a) the prime rate (as defined in the
Restated Credit Agreement), (b) the federal funds effective rate plus 1/2 of 1.00% or (c) the eurocurrency rate (as defined
in the Restated Credit Agreement) for a period of one month plus 1.00% (or if such eurocurrency rate shall not be
ascertainable, 1.00%) or (ii) a eurocurrency rate determined by reference to the costs of funds for U.S. dollar deposits for
the interest period relevant to such borrowing adjusted for certain additional costs (provided however, that the eurocurrency
rate shall at no time be less than 0.00% per annum), in each case plus an applicable margin.
Borrowings under the 2023 Revolving Credit Facility in euros bear interest at a eurocurrency rate determined by reference
to the costs of funds for euro deposits for the interest period relevant to such borrowing (provided however, that the
eurocurrency rate shall at no time be less than 0.00% per annum), plus an applicable margin.
Borrowings under the 2023 Revolving Credit Facility in Canadian dollars bear interest at a rate per annum equal to, at the
Company's option, either: (i) a prime rate determined by reference to the higher of: (a) the rate of interest last quoted by
The Wall Street Journal as the “Canadian Prime Rate” or, if The Wall Street Journal ceases to quote such rate, the highest
per annum interest rate published by the Bank of Canada as its prime rate and (b) the 1 month BA rate (as defined below)
calculated daily plus 1.00% (provided however, that the prime rate shall at no time be less than 0.00%) or (ii) the bankers’
acceptance rate for Canadian dollar deposits in the Toronto interbank market (the “BA rate”) for the interest period relevant
to such borrowing (provided however, that the BA rate shall at no time be less than 0.00% per annum), in each case plus an
applicable margin.
Subject to certain exceptions and customary baskets set forth in the Restated Credit Agreement, the Company is required to
make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances,
including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses
(subject to reinvestment rights and net proceeds threshold), (ii) 100% of the net cash proceeds from the incurrence of debt
(other than permitted debt as described in the Restated Credit Agreement), (iii) 50% of Excess Cash Flow (as defined in the
Restated Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100%
of net cash proceeds from asset sales (subject to reinvestment rights). These mandatory prepayments may be used to satisfy
future amortization.
F-37
The applicable interest rate margins for the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility
are 2.00% and 1.75%, respectively, with respect to base rate and prime rate borrowings and 3.00% and 2.75%,
respectively, with respect to eurocurrency rate and BA rate borrowings. As of December 31, 2020, the stated rates of
interest on the Company’s borrowings under the June 2025 Term Loan B Facility and the November 2025 Term Loan B
Facility were 3.15% and 2.90% per annum, respectively.
The amortization rate for both the June 2025 Term Loan B Facility and the November 2025 Term Loan B Facility is 5.00%
per annum. The Company may direct that prepayments be applied to such amortization payments in order of maturity. As
of December 31, 2020, the aggregate remaining mandatory quarterly amortization payments for the Senior Secured Credit
Facilities are $405 million through November 1, 2025.
The applicable interest rate margins for borrowings under the 2023 Revolving Credit Facility are 1.50%-2.00% with
respect to base rate or prime rate borrowings and 2.50%-3.00% with respect to eurocurrency rate or BA rate borrowings.
As of December 31, 2020, the stated rate of interest on the 2023 Revolving Credit Facility was 3.15% per annum. In
addition, the Company is required to pay commitment fees of 0.25% - 0.50% per annum with respect to the unutilized
commitments under the 2023 Revolving Credit Facility, payable quarterly in arrears. The Company also is required to pay:
(i) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount
equal to the applicable margin on eurocurrency rate borrowings under the 2023 Revolving Credit Facility on a per annum
basis, payable quarterly in arrears, (ii) customary fronting fees for the issuance of letters of credit and (iii) agency fees.
The Restated Credit Agreement permits the incurrence of incremental credit facility borrowings, up to the greater of $1,000
million and 28.5% of Consolidated Adjusted EBITDA (as defined in the Restated Credit Agreement), subject to customary
terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to a secured
leverage ratio of not greater than 3.50:1.00, and, in the case of unsecured debt, a total leverage ratio of not greater than
6.50:1.00 or an interest coverage ratio of not less than 2.00:1.00.
Senior Secured Notes
The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the Restated
Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”). The Senior Secured Notes and
the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions,
by the same first priority liens that secure the Company’s obligations under the Restated Credit Agreement under the terms
of the indentures governing the Senior Secured Notes.
The Senior Secured Notes and the guarantees rank equally in right of repayment with all of the Company’s and Note
Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’
respective future subordinated indebtedness. The Senior Secured Notes and the guarantees related thereto are effectively
pari passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first
priority lien on the collateral securing the Senior Secured Notes and effectively senior to the Company’s and the Note
Guarantors’ respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes,
or that is secured by junior liens, in each case to the extent of the value of the collateral. In addition, the Senior Secured
Notes are structurally subordinated to: (i) all liabilities of any of the Company’s subsidiaries that do not guarantee the
Senior Secured Notes and (ii) any of the Company’s debt that is secured by assets that are not collateral.
Upon the occurrence of a change in control (as defined in the indentures governing the Senior Secured Notes), unless the
Company has exercised its right to redeem all of the notes of a series, holders of the Senior Secured Notes may require the
Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest.
6.50% Senior Secured Notes due 2022 and 7.00% Senior Secured Notes due 2024
In March 2017, the Company issued $1,250 million aggregate principal amount of 6.50% senior secured notes due March
15, 2022 (the “March 2022 Secured Notes”) and $2,000 million aggregate principal amount of 7.00% senior secured notes
due March 15, 2024 (the “March 2024 Secured Notes”), in a private placement. Interest on these notes is payable semi-
annually in arrears on each March 15 and September 15.
The March 2022 Secured Notes were repaid in full as part of the May 2020 Refinancing Transactions (as defined below).
The March 2024 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time, at the
redemption prices set forth in the indenture.
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5.50% Senior Secured Notes due 2025
On October 17, 2017, the Company issued $1,000 million, and, on November 21, 2017, the Company issued $750 million,
aggregate principal amount of 5.50% Senior Secured Notes due November 2025 (the “November 2025 Secured Notes”), in
a private placement. Interest on the November 2025 Secured Notes is payable semi-annually in arrears on each May 1 and
November 1.
The November 2025 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time, at the
redemption prices set forth in the indenture.
5.75% Senior Secured Notes due 2027 - March 2019 Refinancing Transactions
On March 8, 2019, BHA and the Company issued: (i) $1,000 million aggregate principal amount of January 2027
Unsecured Notes and (ii) $500 million aggregate principal amount of 5.75% Senior Secured Notes due August 2027 (the
"August 2027 Secured Notes"), respectively, in a private placement. A portion of the proceeds and cash on hand were used
to: (i) repurchase $584 million of 5.875% Senior Unsecured Notes due 2023 (the "May 2023 Unsecured Notes"), (ii)
repurchase $518 million of 5.625% Senior Unsecured Notes due 2021 (the “December 2021 Unsecured Notes”), (iii)
repurchase $216 million of 5.50% Senior Unsecured Notes due 2023 (the "March 2023 Unsecured Notes”) and (iv) pay all
fees and expenses associated with these transactions (collectively, the “March 2019 Refinancing Transactions”). During
April 2019, the Company redeemed $182 million of the December 2021 Unsecured Notes, representing the remaining
outstanding principal balance of the December 2021 Unsecured Notes and completing the refinancing of $1,500 million of
debt in connection with the March 2019 Refinancing Transactions. The March 2019 Refinancing Transactions were
accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $8 million
representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying
value. Interest on the August 2027 Secured Notes is payable semi-annually in arrears on each February 15 and August 15.
The August 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after
August 15, 2022, at the redemption prices set forth in the indenture. The Company may redeem some or all of the August
2027 Secured Notes prior to August 15, 2022 at a price equal to 100% of the principal amount thereof plus a “make-whole”
premium. Prior to August 15, 2022, the Company may redeem up to 40% of the aggregate principal amount of the August
2027 Secured Notes using the proceeds of certain equity offerings at the redemption price set forth in the indenture.
Senior Unsecured Notes
The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and
severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured
Credit Facilities. The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and
severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a
guarantor under the Senior Secured Credit Facilities. Future subsidiaries of the Company and BHA, if any, may be required
to guarantee the Senior Unsecured Notes.
If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series
of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101% of the aggregate principal amount of the
Senior Unsecured Notes repurchased, plus accrued and unpaid interest.
5.625% Senior Unsecured Notes due 2021
On December 2, 2013, the Company issued $900 million aggregate principal amount of December 2021 Unsecured Notes
in a private placement. The December 2021 Unsecured Notes accrued interest at the rate of 5.625% per year and were
subsequently repaid in full: (i) using cash on hand of $200 million in December 2018 and (ii) as part of the March 2019
Refinancing Transactions.
5.50% Senior Unsecured Notes due 2023
On January 30, 2015, the Company issued $1,000 million aggregate principal amount of March 2023 Unsecured Notes in a
private placement. The March 2023 Unsecured Notes accrued interest at the rate of 5.50% per year, payable semi-annually
in arrears. On March 8, 2019 and May 23, 2019, the Company repurchased $216 million and $382 million of March 2023
Unsecured Notes as part of the March 2019 Refinancing Transactions and the May 2019 Refinancing Transactions (as
defined below), respectively. Throughout 2020, the Company repurchased, in aggregate, $169 million of March 2023
Unsecured Notes using cash on hand. The Company repurchased the remaining outstanding balance of $233 million in
December 2020 as part of the December 2020 Refinancing Transactions (as defined below).
F-39
5.375% Senior Unsecured Notes due 2020, 5.875% Senior Unsecured Notes due 2023, 4.50% Senior Unsecured Notes due
2023 and 6.125% Senior Unsecured Notes due 2025
On March 27, 2015, VRX Escrow Corp. (the "VRX Issuer"), a newly formed wholly owned subsidiary of the Company,
issued $2,000 million aggregate principal amount of 5.375% Senior Unsecured Notes due 2020 (the "March 2020
Unsecured Notes"), $3,250 million aggregate principal amount of 5.875% Senior Unsecured Notes due 2023 (the "May
2023 Unsecured Notes"), €1,500 million aggregate principal amount of 4.50% Senior Unsecured Notes due 2023 (the
"Euro Notes”) and $3,250 million aggregate principal amount of 6.125% Senior Unsecured Notes due 2025 (the "April
2025 Unsecured Notes" and, together with the March 2020 Unsecured Notes, the May 2023 Unsecured Notes and the Euro
Notes, the "VRX Notes") in a private placement.
The March 2020 Unsecured Notes accrued interest at the rate of 5.375% per year and were repaid in full as part of: (i) the
December 2017 Refinancing Transactions (as defined below), (ii) the March 2018 Refinancing Transactions (as defined
below) and (iii) the June 2018 Refinancing Transactions. The May 2023 Unsecured Notes and the Euro Notes accrued
interest at the rate of 5.875% and 4.50% per year, respectively and were each repaid in full as of December 31, 2020, as
discussed below. The April 2025 Unsecured Notes accrue interest at the rate of 6.125% per year, payable semi-annually in
arrears.
As part of the June 2018 Refinancing Transactions, the Company repaid the remaining outstanding principal amounts of
the March 2020 Unsecured Notes.
On March 8, 2019 and May 23, 2019, the Company repurchased $584 million and $1,118 million of May 2023 Unsecured
Notes as part of the March 2019 Refinancing Transactions and the May 2019 Refinancing Transactions (as defined below),
respectively, and on October 3, 2019, the Company repaid an additional $100 million of May 2023 Unsecured Notes using
cash on hand. On January 16, 2020, the Company redeemed $1,240 million aggregate principal amount of the May 2023
Unsecured Notes as part of the December 2019 Financing and Refinancing Transactions (as defined below). Throughout
2020, the Company repaid, in aggregate, $208 million of the May 2023 Unsecured Notes, with the May 2023 Unsecured
Notes having been fully repaid during November 2020.
The Company may redeem all or a portion of the April 2025 Unsecured Notes at the redemption prices set forth in the
applicable indenture, plus accrued and unpaid interest to the date of redemption.
On December 3, 2020, the Company redeemed the remaining outstanding balance of the Euro Notes as part of the
December 2020 Refinancing Transactions, as defined below.
9.00% Senior Unsecured Notes due 2025
On December 18, 2017, the Company issued $1,500 million aggregate principal amount of 9.00% Senior Unsecured Notes
due 2025 (the “December 2025 Unsecured Notes”) in a private placement, the net proceeds of which were used to
repurchase $1,500 million in aggregate principal amount of previously outstanding senior unsecured notes (the "December
2017 Refinancing Transactions"). The related fees and expenses were paid using cash on hand. The December 2025
Unsecured Notes accrue interest at the rate of 9.00% per year, payable semi-annually in arrears on each of June 15 and
December 15.
The Company may redeem all or a portion of the December 2025 Unsecured Notes at any time prior to December 15,
2021, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
redemption, plus a “make-whole” premium. In addition, at any time prior to December 15, 2020, the Company may redeem
up to 40% of the aggregate principal amount of the outstanding December 2025 Unsecured Notes with the net proceeds of
certain equity offerings at the redemption price set forth in the December 2025 Unsecured Notes indenture. On or after
December 15, 2021, the Company may redeem all or a portion of the December 2025 Unsecured Notes at the applicable
redemption prices set forth in the December 2025 Unsecured Notes indenture, plus accrued and unpaid interest to the date
of redemption.
9.25% Senior Unsecured Notes due 2026 - March 2018 Refinancing Transactions
On March 26, 2018, BHA issued $1,500 million in aggregate principal amount of 9.25% Senior Unsecured Notes due 2026
(the “April 2026 Unsecured Notes”) in a private placement, the net proceeds of which, and cash on hand, were used to
repurchase $1,500 million in aggregate principal amount of unsecured notes. All fees and expenses associated with these
transactions were paid with cash on hand (collectively, the “March 2018 Refinancing Transactions”). The March 2018
Refinancing Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on
extinguishment of debt of $26 million representing the difference between the amount paid to settle the extinguished debt
F-40
and the extinguished debt’s carrying value. The April 2026 Unsecured Notes accrue interest at the rate of 9.25% per year,
payable semi-annually in arrears on each of April 1 and October 1.
BHA may redeem all or a portion of the April 2026 Unsecured Notes at any time prior to April 1, 2022, at a price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-
whole” premium. In addition, at any time prior to April 1, 2021, BHA may redeem up to 40% of the aggregate principal
amount of the outstanding April 2026 Unsecured Notes with the net proceeds of certain equity offerings at the redemption
price set forth in the April 2026 Unsecured Notes indenture. On or after April 1, 2022, BHA may redeem all or a portion of
the April 2026 Unsecured Notes at the applicable redemption prices set forth in the April 2026 Unsecured Notes indenture,
plus accrued and unpaid interest to the date of redemption.
8.50% Senior Unsecured Notes due 2027 - June 2018 Refinancing Transactions and March 2019 Refinancing Transactions
As part of the June 2018 Refinancing Transactions, BHA issued $750 million in aggregate principal amount of January
2027 Unsecured Notes in a private placement, the net proceeds of which, when combined with the remaining net proceeds
from the June 2025 Term Loan B Facility and cash on hand, were used to redeem the June 2018 Unsecured Refinanced
Debt at its aggregate redemption price and the indentures governing the June 2018 Unsecured Refinanced Debt were
discharged. The January 2027 Unsecured Notes accrue interest at the rate of 8.50% per year, payable semi-annually in
arrears on each of January 31 and July 31.
As part of the March 2019 Refinancing Transactions described above, BHA issued $1,000 million aggregate principal
amount of 8.50% Senior Unsecured Notes due January 2027. These are additional notes and form part of the same series as
BHA’s existing January 2027 Unsecured Notes.
BHA may redeem all or a portion of the January 2027 Unsecured Notes at any time prior to July 31, 2022, at a price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-
whole” premium. In addition, at any time prior to July 31, 2021, BHA may redeem up to 40% of the aggregate principal
amount of the outstanding January 2027 Unsecured Notes with the net proceeds of certain equity offerings at the
redemption price set forth in the January 2027 Unsecured Notes indenture. On or after July 31, 2022, BHA may redeem all
or a portion of the January 2027 Unsecured Notes at the applicable redemption prices set forth in the January 2027
Unsecured Notes indenture, plus accrued and unpaid interest to the date of redemption.
7.00% Senior Unsecured Notes due 2028 and 7.25% Senior Unsecured Notes due 2029 - May 2019 Refinancing
Transactions
On May 23, 2019, the Company issued: (i) $750 million aggregate principal amount of 7.00% Senior Unsecured Notes due
January 2028 (the "7.00% January 2028 Unsecured Notes") and (ii) $750 million aggregate principal amount of 7.25%
Senior Unsecured Notes due May 2029 (the "May 2029 Unsecured Notes"), respectively, in a private placement. The
proceeds and cash on hand were used to: (i) repurchase $1,118 million of May 2023 Unsecured Notes, (ii) repurchase $382
million of March 2023 Unsecured Notes and (iii) pay all fees and expenses associated with these transactions (collectively,
the “May 2019 Refinancing Transactions”). The May 2019 Refinancing Transactions were accounted for as an
extinguishment of debt and the Company incurred a loss on extinguishment of debt of $32 million representing the
difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value. Interest on
the 7.00% January 2028 Unsecured Notes is payable semi-annually in arrears on each January 15 and July 15. Interest on
the May 2029 Unsecured Notes is payable semi-annually in arrears on each May 30 and November 30.
The 7.00% January 2028 Unsecured Notes and the May 2029 Unsecured Notes are redeemable at the option of the
Company, in whole or in part, at any time on or after January 15, 2023 and May 30, 2024, respectively, at the redemption
prices set forth in the respective indenture. The Company may redeem some or all of the 7.00% January 2028 Unsecured
Notes or the May 2029 Unsecured Notes prior to January 15, 2023 and May 30, 2024, respectively, at a price equal to
100% of the principal amount thereof plus a “make-whole” premium. Prior to July 15, 2022, and May 30, 2022, the
Company may redeem up to 40% of the aggregate principal amount of the 7.00% January 2028 Unsecured Notes or the
May 2029 Unsecured Notes, respectively, using the proceeds of certain equity offerings at the redemption price set forth in
the respective indenture.
5.00% Senior Unsecured Notes due 2028 and 5.25% Senior Unsecured Notes due 2030 - December 2019 Financing and
Refinancing Transactions
On December 30, 2019, the Company issued: (i) $1,250 million aggregate principal amount of 5.00% Senior Unsecured
Notes due January 2028 (the "5.00% January 2028 Unsecured Notes") and (ii) $1,250 million aggregate principal amount
of 5.25% Senior Unsecured Notes due January 2030 (the "January 2030 Unsecured Notes") in a private placement. The
proceeds and cash on hand were used to: (i) redeem $1,240 million of May 2023 Unsecured Notes on January 16, 2020, (ii)
F-41
finance the $1,210 million settlement of certain U.S. Securities litigation as discussed in Note 20, "LEGAL
PROCEEDINGS" and (iii) pay all fees and expenses associated with these transactions (collectively, the "December 2019
Financing and Refinancing Transactions"). The redemption of $1,240 million of May 2023 Unsecured notes was accounted
for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $24 million representing
the difference between the amount paid to settle the extinguished debt and the extinguished debt's carrying value.
Interest on the 5.00% January 2028 Unsecured Notes is payable semi-annually in arrears on each January 30 and July 30.
Interest on the January 2030 Unsecured Notes is payable semi-annually in arrears on each January 30 and July 30. The
5.00% January 2028 Unsecured Notes and the January 2030 Unsecured Notes are redeemable at the option of the
Company, in whole or in part, at any time on or after January 30, 2023 and January 30, 2025, respectively, at the
redemption prices set forth in the respective indenture. The Company may redeem some or all of the 5.00% January 2028
Unsecured Notes or the January 2030 Unsecured Notes prior to January 30, 2023 and January 30, 2025, respectively, at a
price equal to 100% of the principal amount thereof plus a “make-whole” premium. Prior to January 30, 2023, the
Company may redeem up to 40% of the aggregate principal amount of the 5.00% January 2028 Unsecured Notes or the
January 2030 Unsecured Notes using the proceeds of certain equity offerings at the redemption price set forth in the
respective indenture.
6.25% Senior Unsecured Notes due 2029 - May 2020 Refinancing Transactions
On May 26, 2020, the Company issued $1,500 million aggregate principal amount of 6.25% Senior Unsecured Notes due
February 2029 (the "6.25% February 2029 Unsecured Notes") in a private placement. The proceeds and cash on hand were
used to: (i) repurchase $1,250 million aggregate principal amount of the outstanding March 2022 Secured Notes, (ii)
prepay $303 million of mandatory amortization scheduled for payment in 2022 under the Company's June 2025 and
November 2025 Term Loan B Facilities and (iii) pay all fees and expenses associated with these transactions (collectively,
the "May 2020 Refinancing Transactions"). The May 2020 Refinancing Transactions were accounted for as an
extinguishment of debt and the Company incurred a loss on extinguishment of debt of $27 million representing the
difference between the amount paid to settle the extinguished debt and the extinguished debt's carrying value. The 6.25%
February 2029 Unsecured Notes accrue interest at the rate of 6.25% per year, payable semi-annually in arrears on each of
February 15 and August 15.
The Company may redeem all or a portion of the 6.25% February 2029 Unsecured Notes at any time prior to February 15,
2024, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
redemption, plus a “make-whole” premium. In addition, at any time prior to August 15, 2023, the Company may redeem
up to 40% of the aggregate principal amount of the outstanding 6.25% February 2029 Unsecured Notes with the net
proceeds of certain equity offerings at the redemption price set forth in the 6.25% February 2029 Unsecured Notes
indenture. On or after February 15, 2024, the Company may redeem all or a portion of the 6.25% February 2029 Unsecured
Notes at the applicable redemption prices set forth in the 6.25% February 2029 Unsecured Notes indenture, plus accrued
and unpaid interest to, but not including, the date of redemption.
5.00% Senior Unsecured Notes due 2029 and 5.25% Senior Unsecured Notes due 2031 – December 2020 Refinancing
Transactions
On December 3, 2020, the Company issued $1,000 million aggregate principal amount of 5.00% Senior Unsecured Notes
due February 2029 (the "5.00% February 2029 Unsecured Notes") and $1,000 million aggregate principal amount of 5.25%
Senior Unsecured Notes due February 2031 (the "February 2031 Unsecured Notes") in a private placement. The aggregate
proceeds and cash on hand were used to repurchase the remaining outstanding principal amounts of: (i) €1,500 million of
the Euro Notes, (ii) $233 million of the March 2023 Unsecured Notes and (iii) pay all fees and expenses associated with
these transactions (collectively, the "December 2020 Refinancing Transactions"). The December 2020 Refinancing
Transactions were accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt
of $7 million representing the difference between the amount paid to settle the extinguished debt and the extinguished
debt's carrying value. The 5.00% February 2029 Unsecured Notes accrue interest at the rate of 5.00% per year, payable
semi-annually in arrears on each of February 15 and August 15. The February 2031 Unsecured Notes accrue interest at the
rate of 5.25% per year, payable semi-annually in arrears on each of February 15 and August 15.
The Company may redeem all or a portion of the 5.00% February 2029 Unsecured Notes at any time prior to February 15,
2024, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
redemption, plus a “make-whole” premium. In addition, at any time prior to February 15, 2024, the Company may redeem
up to 40% of the aggregate principal amount of the outstanding 5.00% February 2029 Unsecured Notes with the net
proceeds of certain equity offerings at the redemption price set forth in the 5.00% February 2029 Unsecured Notes
indenture. On or after February 15, 2024, the Company may redeem all or a portion of the 5.00% February 2029 Unsecured
F-42
Notes at the applicable redemption prices set forth in the 5.00% February 2029 Unsecured Notes indenture, plus accrued
and unpaid interest to, but not including, the date of redemption.
The Company may redeem all or a portion of the February 2031 Unsecured Notes at any time prior to February 15, 2026,
at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption,
plus a “make-whole” premium. In addition, at any time prior to February 15, 2024, the Company may redeem up to 40% of
the aggregate principal amount of the outstanding February 2031 Unsecured Notes with the net proceeds of certain equity
offerings at the redemption price set forth in the February 2031 Unsecured Notes indenture. On or after February 15, 2026,
the Company may redeem all or a portion of the February 2031 Unsecured Notes at the applicable redemption prices set
forth in the February 2031 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of
redemption.
Weighted Average Stated Rate of Interest
The weighted average stated rate of interest for the Company's outstanding debt obligations as of December 31, 2020 and
2019 was 6.02% and 6.21%, respectively.
Maturities and Mandatory Payments
Maturities and mandatory payments of debt obligations for the five succeeding years ending December 31 and thereafter
are as follows:
(in millions)
2021
2022
2023
2024
2025
Thereafter
Total gross maturities
Unamortized discounts
Total long-term debt and other
$
—
—
—
2,291
10,632
11,262
24,185
(260)
$ 23,925
Under the Restated Credit Agreement, there is no Excess Cash Flow payment due for 2020.
11. PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS
The Company has defined benefit plans and a participatory defined benefit postretirement medical and life insurance plan,
which covers a closed grandfathered group of legacy Bausch & Lomb Holdings Incorporated (‘‘B&L’’) U.S. employees
and employees in certain other countries. The U.S. defined benefit accruals were frozen as of December 31, 2004 and
benefits that were earned up to December 31, 2004 were preserved. Participants continue to earn interest credits on their
cash balance at an interest crediting rate that is equal to the greater of: (i) the average annual yield on 10-year treasury
bonds in effect for the November preceding the plan year or (ii) 4.50%. The most significant non-U.S. plans are two
defined benefit plans in Ireland. In 2011, both Ireland defined benefit plans were closed to future service benefit accruals;
however, additional accruals related to annual salary increases continued. In December 2014, one of the Ireland defined
benefit plans was amended effective August 2014 to eliminate future benefit accruals related to salary increases. All of the
pension benefits accrued through the plan amendment date were preserved. As a result of the plan amendment, there are no
active plan participants accruing benefits under the amended Ireland defined benefit plan. The U.S. postretirement benefit
plan was amended effective January 1, 2005 to eliminate employer contributions after age 65 for participants who did not
meet the minimum requirements of age and service on that date. The employer contributions for medical and prescription
drug benefits for participants retiring after March 1, 1989 were frozen effective January 1, 2010. Effective January 1, 2014,
the Company no longer offers medical and life insurance coverage to new retirees.
In addition to the B&L benefit plans, outside of the U.S., a limited group of the Company's employees are covered by
defined benefit pension plans.
The Company uses December 31 as the year-end measurement date for all of its defined benefit pension plans and the
postretirement benefit plan.
F-43
Accounting for Pension Benefit Plans and Postretirement Benefit Plan
The Company recognizes in its Consolidated Balance Sheets an asset or liability equal to the over- or under-funded benefit
obligation of each defined benefit pension plan and postretirement benefit plan. Actuarial gains or losses and prior service
costs or credits that arise during the period but are not recognized as components of net periodic benefit cost are
recognized, net of tax, as a component of Other comprehensive income (loss).
The amounts included in Accumulated other comprehensive loss as of December 31, 2020 and 2019 were as follows:
(in millions)
Unrecognized actuarial losses
Unrecognized prior service credits
Net Periodic (Benefit) Cost
Pension Benefit Plans
U.S. Plan
Non-U.S. Plans
U.S. Postretirement
Benefit Plan
2020
2019
2020
2019
2020
2019
$
(21)
$
(20)
$ —
$ —
$
$
(76)
27
$
$
(65)
26
$
$
(3)
11
$
$
(2)
14
The following table provides the components of net periodic (benefit) cost for the Company’s defined benefit pension plans
and postretirement benefit plan in 2020, 2019 and 2018:
Pension Benefit Plans
U.S. Plan
Non-U.S. Plans
U.S. Postretirement
Benefit Plan
2020
2019
2018
2020
2019
2018
2020
2019
2018
$
3
4
(5)
2
(1)
—
3
5
(5)
1
(1)
1
4
$
3
5
1
(1)
—
$
3
$ —
$ —
$ —
1
(5)
—
—
1
—
—
1
—
—
(3)
(2)
(2)
—
—
—
$
(2)
$
(1)
$
(1)
(in millions)
Service cost
Interest cost
$
1
6
$
2
8
$
2
7
$
Expected return on plan assets
(13)
(13)
(15)
Amortization of net loss
—
Amortization of prior service credit
—
Other
—
—
—
—
—
—
—
Net periodic (benefit) cost
$
(6)
$
(3)
$
(6)
$
3
$
F-44
Benefit Obligation, Change in Plan Assets and Funded Status
The table below presents components of the change in projected benefit obligation, change in plan assets and funded status
for 2020 and 2019:
(in millions)
2020
2019
2020
2019
2020
2019
Pension Benefit Plans
U.S. Plan
Non-U.S. Plans
U.S. Postretirement
Benefit Plan
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of year
$ 227
$ 214
$ 259
$ 235
Service cost
Interest cost
Employee contributions
Settlements
Benefits paid
Actuarial losses
1
6
2
8
3
4
3
5
—
—
—
—
(15)
17
(15)
18
—
—
(3)
(4)
13
22
(2)
(8)
30
(4)
$
41
—
1
—
—
(4)
1
$
41
—
1
1
—
(4)
2
—
—
Currency translation adjustments
—
—
Projected benefit obligation, end of year
236
227
294
259
39
41
Change in Plan Assets
Fair value of plan assets, beginning of year
Actual return on plan assets
Employee contributions
Company contributions
Settlements
Benefits paid
Currency translation adjustments
Fair value of plan assets, end of year
216
29
187
42
161
11
147
17
—
—
—
—
1
2
—
—
(15)
(15)
—
—
231
216
8
(2)
(4)
15
189
10
(2)
(8)
(3)
161
—
—
—
4
—
—
1
3
—
—
(4)
(4)
—
—
—
—
Funded status, end of year
$
(5)
$
(11)
$ (105)
$
(98)
$
(39)
$
(41)
Recognized as:
Accrued and other current liabilities
Other non-current liabilities
$ —
$ —
$
(2)
$
(5)
$
(11)
$ (103)
$
$
(2)
(96)
$
$
(4)
(35)
$
$
(5)
(36)
A number of the Company’s pension benefit plans were underfunded as of December 31, 2020 and 2019, having
accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded pension benefit
plans is as follows:
(in millions)
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
U.S. Plan
Non-U.S. Plans
2020
2019
2020
2019
$
236
236
231
$
227
227
216
$
294
286
189
$
259
251
161
The Company’s policy for funding its pension benefit plans is to make contributions that meet or exceed the minimum
statutory funding requirements. These contributions are determined based upon recommendations made by the actuary
under accepted actuarial principles. In 2021, the Company expects to contribute $0, $10 million and $4 million to the U.S.
pension benefit plan, the non-U.S. pension benefit plans and the U.S. postretirement benefit plan, respectively. The
Company plans to use postretirement benefit plan assets and cash on hand, as necessary, to fund the U.S. postretirement
benefit plan benefit payments in 2021.
F-45
Estimated Future Benefit Payments
Future benefit payments over the next 10 years for the pension benefit plans and the postretirement benefit plan, which
reflect expected future service, as appropriate, are expected to be paid as follows:
(in millions)
2021
2022
2023
2024
2025
2026-2030
Assumptions
Pension Benefit Plans
U.S. Plan
Non-U.S. Plans
U.S.
Postretirement
Benefit
Plan
$
14 $
6 $
19
17
17
17
75
6
7
7
7
42
4
4
4
3
3
12
The weighted-average assumptions used to determine net periodic benefit costs and benefit obligations for 2020, 2019 and
2018 were as follows:
Pension Benefit Plans
U.S. Postretirement Benefit Plan
2020
2019
2018
2020
2019
2018
For Determining Net Periodic (Benefit) Cost
U.S. Plans:
Discount rate
Expected rate of return on plan assets
Rate of compensation increase
Interest crediting rate
Non-U.S. Plans:
Discount rate
Expected rate of return on plan assets
Rate of compensation increase
Interest crediting rate
For Determining Benefit Obligation
U.S. Plans:
Discount rate
Rate of compensation increase
Interest crediting rate
Non-U.S. Plans:
Discount rate
Rate of compensation increase
Interest crediting rate
3.04 %
4.16 %
3.47 %
—
—
—
—
—
—
3.16 %
6.25 %
—
4.25 %
7.25 %
—
3.56 %
7.50 %
—
5.00 %
5.00 %
5.00 %
1.68 %
2.98 %
3.05 %
—
2.39 %
3.46 %
2.89 %
—
2.29 %
3.66 %
2.87 %
—
Pension Benefit Plans
U.S. Postretirement
Benefit Plan
2020
2019
2020
2019
2.25 %
3.16 %
2.09 %
3.04 %
—
—
—
—
4.75 %
5.00 %
1.37 %
2.60 %
—
1.68 %
3.05 %
—
The expected long-term rate of return on plan assets was developed based on a capital markets model that uses expected
asset class returns, variance and correlation assumptions. The expected asset class returns were developed starting with
current Treasury (for the U.S. pension plan) or Eurozone (for the Ireland pension plans) government yields and then adding
corporate bond spreads and equity risk premiums to develop the return expectations for each asset class. The expected asset
class returns are forward-looking. The variance and correlation assumptions are also forward-looking. They take into
account historical relationships, but are adjusted to reflect expected capital market trends. The expected return on plan
assets for the Company’s U.S. pension plan for 2020 was 6.25%. The expected return on plan assets for the Company’s
Ireland pension plans was 3.00% for 2020.
F-46
The discount rate used to determine benefit obligations represents the current rate at which the benefit plan liabilities could
be effectively settled considering the timing of expected payments for plan participants.
The 2021 expected rate of return for the U.S. pension benefit plan will be 5.00%. The 2021 expected rate of return for the
Ireland pension benefit plans will be 2.75%.
Pension Benefit Plans Assets
Pension benefit plan assets are invested in several asset categories. The following presents the actual asset allocation as of
December 31, 2020 and 2019:
U.S. Plan
Cash and cash equivalents
Equity securities
Fixed income securities
Non-U.S. Plans
Cash and cash equivalents
Equity securities
Fixed income securities
Other
2020
2019
1 %
39 %
60 %
3 %
28 %
58 %
11 %
1 %
55 %
44 %
6 %
25 %
64 %
6 %
The investment strategy underlying pension plan asset allocation is to manage the assets of the plan to provide for the non-
current liabilities while maintaining sufficient liquidity to pay current benefits. Pension plan assets are diversified to protect
against large investment losses and to reduce the probability of excessive performance volatility. Diversification of assets is
achieved by allocating funds to various asset classes and investment styles within asset classes, and retaining investment
management firm(s) with complementary investment philosophies, styles and approaches.
The Company’s pension plan assets are managed by outside investment managers using a total return investment approach,
whereby a mix of equity and debt securities investments are used to maximize the long-term rate of return on plan assets. A
significant portion of the assets of the U.S. and Ireland pension plans have been invested in equity securities, as equity
portfolios have historically provided higher returns than debt and other asset classes over extended time horizons.
Correspondingly, equity investments also entail greater risks than other investments. Equity risks are balanced by investing
a significant portion of plan assets in broadly diversified fixed income securities.
Fair Value of Plan Assets
The Company measured the fair value of plan assets based on the prices that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5, "FAIR
VALUE MEASUREMENTS" for details on the Company's fair value measurements based on a three-tier hierarchy.
The table below presents total plan assets by investment category as of December 31, 2020 and 2019 and the classification
of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value. There
were no transfers between Level 1 and Level 2 during 2020 and 2019.
Pension Benefit Plans - U.S. Plans
December 31, 2020
December 31, 2019
Level 1 Level 2 Level 3
$
2 $ — $ — $
Total
Level 1 Level 2 Level 3
$
1 $ — $ — $
Total
(in millions)
Cash and cash equivalents
Commingled funds:
Equity securities:
U.S. broad market
Emerging markets
Worldwide developed markets
Other assets
Fixed income securities:
Investment grade
2
48
9
20
14
—
—
—
—
48
9
20
14
—
—
—
—
—
—
—
—
64
15
26
15
—
—
—
—
—
$
138
2 $ 229 $ — $ 231
—
138
F-47
—
$
95
1 $ 215 $ — $ 216
—
95
1
64
15
26
15
(in millions)
Cash equivalents
Commingled funds:
Equity securities:
Emerging markets
Worldwide developed markets
Fixed income securities:
Investment grade
Global high yield
Government bond funds
Other assets
Pension Benefit Plans - Non-U.S. Plans
December 31, 2020
Level 1 Level 2 Level 3
Total
December 31, 2019
Level 1 Level 2 Level 3
Total
$ — $
5 $ — $
5
$ — $
9 $ — $
9
—
—
—
—
1
—
1
51
6
1
102
20
—
—
—
—
—
2
1
51
6
1
103
22
—
—
—
—
1
—
2
38
9
3
90
8
—
—
—
—
—
1
2
38
9
3
91
9
$
1 $
186 $
2 $
189
$
1 $
159 $
1 $
161
Cash equivalents consisted primarily of term deposits and money market instruments. The fair value of the term deposits
approximates their carrying amounts due to their short term maturities. The money market instruments also have short
maturities and are valued using a market approach based on the quoted market prices of identical instruments.
Commingled funds are not publicly traded. The underlying assets in these funds are publicly traded on the exchanges and
have readily available price quotes. The Ireland pension plans held approximately 96% and 95% of the non-U.S.
commingled funds in 2020 and 2019, respectively. The commingled funds held by the U.S. and Ireland pension plans are
primarily invested in index funds.
The underlying assets in the fixed income funds are generally valued using the net asset value per fund share, which is
derived using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported
trades.
Defined Contribution Plans
The Company sponsors defined contribution plans in the U.S., Ireland and certain other countries. Under these plans,
employees are allowed to contribute a portion of their salaries to the plans, and the Company matches a portion of the
employee contributions. The Company contributed $43 million, $41 million and $36 million to these plans during the years
ended December 31, 2020, 2019 and 2018, respectively.
12. LEASES
Right-of-use assets and lease liabilities associated with the Company's operating leases are included in the Consolidated
Balance Sheet as of December 31, 2020 and 2019 as follows:
(in millions)
Right-of-use assets included in:
Other non-current assets
Lease liabilities included in:
Accrued and other current liabilities
Other non-current liabilities
Total lease liabilities
2020
2019
$ 259
$ 271
$ 52
227
$ 279
$ 53
240
$ 293
As of December 31, 2020 and 2019, the Company's finance leases were not material and for the years 2020 and 2019 sub-
lease income and short-term lease expense were not material. Lease expense for the years 2020 and 2019 include:
(in millions)
Operating lease costs
Variable operating lease costs
2020
$ 65
$ 12
2019
$ 62
$ 16
F-48
Upon adoption of the new standard for accounting for leases on January 1, 2019, the Company elected the modified
retrospective approach without revising prior periods. Rent expense related to operating lease agreements was $92 million
for 2018.
Other information related to operating leases for 2020 and 2019 is as follows:
(dollars in millions)
Cash paid from operating cash flows for amounts included in the measurement of lease liabilities $
Right-of-use assets obtained in exchange for new operating lease liabilities
$
2020
74
39
2019
$
$
73
47
Weighted-average remaining lease term
Weighted-average discount rate
7.6 years
8.2 years
6.2 %
6.2 %
Right-of-use assets obtained in exchange for new operating lease liabilities during the year ended December 31, 2019 of
$47 million in the table above does not include $282 million of right-of-use assets recognized upon adoption of the new
standard for accounting for leases on January 1, 2019. See Note 2, "SIGNIFICANT ACCOUNTING POLICIES" for
further detail regarding the impact of adoption.
As of December 31, 2020, future payments under noncancelable operating leases for each of the five succeeding years
ending December 31 and thereafter are as follows:
(in millions)
2021
2022
2023
2024
2025
Thereafter
Total
Less: Imputed interest
Present value of remaining lease payments
Less: Current portion
Non-current portion
13. SHARE-BASED COMPENSATION
$
68
53
45
35
34
121
356
77
279
52
$ 227
In May 2014, shareholders approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced the
Company’s 2011 Omnibus Incentive Plan (the “2011 Plan”) for future equity awards granted by the Company. The
Company transferred the common shares available under the 2011 Plan to the 2014 Plan. The maximum number of
common shares that may be issued to participants under the 2014 Plan was equal to 18,000,000 common shares, plus the
number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the
number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or
surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered 20,000,000
common shares of common stock for issuance under the 2014 Plan.
Effective April 30, 2018, the Company amended and restated the 2014 Plan (the “Amended and Restated 2014 Plan”). The
Amended and Restated 2014 Plan includes the following amendments: (i) the number of common shares authorized for
issuance under the Amended and Restated 2014 Plan has been increased by an additional 11,900,000 common shares, as
approved by the requisite number of shareholders at the Company’s annual general meeting held on April 30, 2018, (ii)
introduction of a $750,000 aggregate fair market value limit on awards (in either equity, cash or other compensation) that
can be granted in any calendar year to a participant who is a non-employee director, (iii) housekeeping changes to address
recent changes to Section 162(m) of the Internal Revenue Code, (iv) awards are expressly subject to the Company’s
clawback policy and (v) awards not assumed or substituted in connection with a Change of Control (as defined in the
Amended and Restated 2014 Plan) will only vest on a pro rata basis.
Effective April 28, 2020, the Company further amended and restated the Amended and Restated 2014 Plan (the “Further
Amended and Restated 2014 Plan”). The Further Amended and Restated 2014 Plan includes the following amendments: (i)
the number of common shares authorized for issuance under the Further Amended and Restated 2014 Plan has been
F-49
increased by an additional 13,500,000 common shares, as approved by the requisite number of shareholders at the
Company’s annual general meeting held on April 28, 2020, (ii) the exercise price of stock options and share appreciation
rights (“SARs”) will be based on the closing price of the underlying common shares on the date such stock options or
SARs are granted (rather than on the last preceding trading date), (iii) additional provisions clarifying that: (a) stock
options and SARs will not be eligible for the payment of dividend or dividend equivalents and (b) the Talent and
Compensation Committee of the Board of Directors of the Company cannot, without shareholder approval, seek to effect
any repricing of any previously granted “underwater” stock option or SAR and (iv) other housekeeping and/or clerical
changes.
Approximately 16,902,000 common shares were available for future grants as of December 31, 2020. The Company uses
reserved and unissued common shares to satisfy its obligation under its share-based compensation plans.
The Company has a long-term incentive program with the objective of aligning the share-based awards granted to senior
management with the Company’s focus on improving its tangible capital usage and allocation, while maintaining focus on
improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive
program consist of time-based stock options, time-based RSUs and performance-based RSUs. Performance-based RSUs
are comprised of: (i) awards that vest upon achievement of certain share price appreciation conditions that are based on
total shareholder return (“TSR”) and (ii) awards that vest upon attainment of certain performance targets that are based on
the Company’s return on tangible capital (“ROTC”).
The components and classification of share-based compensation expense related to stock options and RSUs for the years
2020, 2019 and 2018 were as follows:
(in millions)
Stock options
RSUs
Share-based compensation expense
Research and development expenses
Selling, general and administrative expenses
Share-based compensation expense
Stock Options
2020
2019
2018
$
$
$
15
90
105
11
94
$
$
$
21
81
102
9
93
$
105
$
102
$
$
$
$
23
64
87
9
78
87
Stock options granted under the 2011 Plan and the Amended and Restated 2014 Plan generally expire on the fifth or tenth
anniversary of the grant date. The exercise price of any stock option granted under the 2011 Plan and the Amended and
Restated 2014 Plan will not be less than the closing price per common share on the date of grant. Stock options generally
vest 33% and 25% each year over a three-year and four-year period, respectively, on the anniversary of the date of grant.
The fair values of all stock options granted for the years 2020, 2019 and 2018 were estimated as of the date of grant using
the Black-Scholes option-pricing model with the following weighted-average assumptions:
Expected stock option life (years)
Expected volatility
Risk-free interest rate
Expected dividend yield
2020
2019
2018
3.0
3.0
3.0
38.7 %
46.5 %
54.0 %
1.2 %
— %
2.5 %
— %
2.7 %
— %
The expected stock option life was determined based on historical exercise and forfeiture patterns. The expected volatility
was determined based on implied volatility in the market traded options of the Company’s common stock. The risk-free
interest rate was determined based on the rate at the time of grant for zero-coupon U.S. government bonds with maturity
dates equal to the expected life of the stock option. The expected dividend yield was determined based on the stock
option’s exercise price and expected annual dividend rate at the time of grant.
The Black-Scholes option-pricing model used by the Company to calculate stock option values was developed to estimate
the fair value of freely tradeable, fully transferable stock options without vesting restrictions, which significantly differ
from the Company’s stock option awards. This model also requires highly subjective assumptions, including future stock
price volatility and expected time until exercise, which greatly affect the calculated values.
F-50
The following table summarizes stock option activity during 2020:
(in millions, except per share amounts)
Outstanding, January 1, 2020
Granted
Exercised
Expired or forfeited
Outstanding, December 31, 2020
Vested and expected to vest, December 31, 2020
Vested and exercisable, December 31, 2020
Weighted-
Average
Exercise
Price Per
Share
Weighted-
Average
Remaining
Contractual
Term
(Years)
Aggregate
Intrinsic
Value
Options
7.1 $
26.99
2.3 $
24.74
(0.4) $
14.65
(0.3) $
72.40
8.7 $
25.59
8.2 $
25.73
4.8 $
27.74
7.2 $
7.1 $
6.0 $
14
14
11
The weighted-average fair values of all stock options granted in 2020, 2019 and 2018 were $6.60, $8.45 and $7.83,
respectively. The total intrinsic values of stock options exercised in 2020, 2019 and 2018 were $2 million, $3 million and
$1 million, respectively. Proceeds received on the exercise of stock options in 2020, 2019 and 2018 were $5 million, $5
million and $2 million, respectively.
As of December 31, 2020, the total remaining unrecognized compensation expense related to non-vested stock options
amounted to $10 million, which will be amortized over the weighted-average remaining requisite service period of
approximately 1.5 years. The total fair value of stock options vested in 2020, 2019 and 2018 were $15 million, $18 million
and $17 million, respectively.
RSUs
RSUs generally vest on the first or third anniversary date from the date of grant or 33% a year over a three-year period.
Annual RSUs granted to non-management directors vest immediately prior to the next Annual Meeting of Shareholders.
Pursuant to the applicable unit agreement, certain RSUs may be subject to the attainment of any applicable performance
goals specified by the Board of Directors. If the vesting of the RSUs is conditional upon the attainment of performance
goals, any RSUs that do not vest as a result of a determination that the prescribed performance goals failed to be attained
will be forfeited immediately upon such determination. RSUs are credited with dividend equivalents, in the form of
additional RSUs, when dividends are paid on the Company’s common shares. Such additional RSUs will have the same
vesting dates and will vest under the same terms as the RSUs in respect of which such additional RSUs are credited.
To the extent provided for in a RSU agreement, the Company may, in lieu of all or a portion of the common shares which
would otherwise be provided to a holder, elect to pay a cash amount equivalent to the market price of the Company’s
common shares on the vesting date for each vested RSU. The amount of cash payment will be determined based on the
average market price of the Company’s common shares on the vesting date. The Company’s current intent is to settle
vested RSUs through the issuance of common shares.
Time-Based RSUs
Each vested time-based RSU represents the right of a holder to receive one of the Company’s common shares. The fair
value of each RSU granted is estimated based on the trading price of the Company’s common shares on the date of grant.
The following table summarizes non-vested time-based RSU activity during 2020:
(in millions, except per share amounts)
Non-vested, January 1, 2020
Granted
Vested
Forfeited
Non-vested, December 31, 2020
F-51
Weighted-
Average
Grant-Date
Fair Value
Per Share
Time-Based
RSUs
6.1
3.3
(3.4)
(0.3)
5.7
$
$
$
$
$
20.54
21.92
19.37
21.78
21.98
As of December 31, 2020, the total remaining unrecognized compensation expense related to non-vested time-based RSUs
amounted to $55 million, which will be amortized over the weighted-average remaining requisite service period of
approximately 1.5 years. The total fair value of time-based RSUs vested in 2020, 2019 and 2018 were $66 million, $34
million and $30 million, respectively.
Performance-Based RSUs
Each vested performance-based RSU represents the right of a holder to receive a number of the Company’s common shares
up to a specified maximum. Performance-based RSUs vest upon achievement of certain share price appreciation conditions
or attainment of certain performance targets. If the Company’s performance is below a specified performance level, no
common shares will be paid.
The fair value of each TSR performance-based RSU granted during 2020, 2019 and 2018 was estimated using a Monte
Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition
will be achieved. The fair value of the ROTC performance-based RSUs is estimated based on the trading price of the
Company’s common shares on the date of grant. Expense recognized for the ROTC performance-based RSUs in each
reporting period reflects the Company’s latest estimate of the number of ROTC performance-based RSUs that are expected
to vest. If the ROTC performance-based RSUs do not ultimately vest due to the ROTC targets not being met, no
compensation expense is recognized and any previously recognized compensation expense is reversed.
The fair values of TSR performance-based RSUs granted during 2020, 2019 and 2018 were estimated with the following
assumptions:
Contractual term (years)
Expected Company share volatility
Risk-free interest rate
2020
3.0
38.6%
1.2%
2019
3.0
46.5%
2.5%
2018
3.0
54.2%
2.7%
The expected company share volatility was determined based on implied volatility in the market traded options of the
Company’s common stock. The risk-free interest rate was determined based on the rate at the time of grant for zero-coupon
U.S. government bonds with maturity dates equal to the contractual term of the performance-based RSUs.
The following table summarizes non-vested performance-based RSU activity during 2020:
(in millions, except per share amounts)
Non-vested, January 1, 2020
Granted
Vested
Non-vested, December 31, 2020
Performance-
based
RSUs
Weighted-
Average
Grant-Date
Fair Value
Per Share
2.0 $
0.9 $
(0.6) $
2.3 $
25.80
26.61
19.02
28.10
During 2020, the Company granted approximately 897,000 performance-based RSUs, consisting of approximately 425,000
units of TSR performance-based RSUs with an average grant date fair value of $26.13 per RSU and approximately 472,000
units of ROTC performance-based RSUs with a weighted-average grant date fair value of $27.05 per RSU.
As of December 31, 2020, the total remaining unrecognized compensation expense related to non-vested performance-
based RSUs amounted to $22 million, which will be amortized over the weighted-average remaining requisite service
period of approximately 1.4 years. A maximum of approximately 3,729,000 common shares could be issued upon vesting
of the performance-based RSUs outstanding as of December 31, 2020.
In connection with the 2018 grant of long-term incentive awards with an aggregate value of $10 million, approximately
933,000 performance-based RSUs received by the Company’s Chief Executive Officer ("CEO") upon his hire in 2016 were
canceled, and the shares underlying those performance-based RSUs were permanently retired and are not available for
future grants under the 2014 Plan. The CEO's long-term incentive award was accounted for as an award modification
whereby the Company continues to recognize the unamortized compensation associated with the original award plus the
incremental fair value of the new award measured at the date of grant, over the vesting period of the new award.
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14. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss as of December 31, 2020 and 2019 consists of:
(in millions)
Foreign currency translation adjustment
Pension adjustment, net of tax
Accumulated other comprehensive loss
2020
2019
$ (2,077)
$ (2,046)
(56)
(40)
$ (2,133)
$ (2,086)
Income taxes are not provided for foreign currency translation adjustments arising on the translation of the Company’s
operations having a functional currency other than the U.S. dollar, except to the extent of translation adjustments related to
the Company’s retained earnings for foreign jurisdictions in which the Company is not considered to be permanently
reinvested.
15. 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 for
the years 2020, 2019 and 2018 consists of:
(in millions)
Product related research and development
Quality assurance
Research and development
16. OTHER EXPENSE (INCOME), NET
Other expense (income), net for the years 2020, 2019 and 2018 consists of:
(in millions)
Litigation and other matters
Acquired in-process research and development costs
Net (gain) loss on sales of assets
Acquisition-related costs
Other, net
Other expense (income), net
2020
2019
2018
$
420
$
434
$
376
32
37
37
$
452
$
471
$
413
2020
2019
2018
$
422
$ 1,401
$
(27)
32
(1)
—
1
41
(31)
8
(5)
1
6
1
(1)
$
454
$ 1,414
$
(20)
In 2020, Litigation and other matters of $422 million includes net charges related to the U.S. Securities Litigation, the SEC
Investigation and the Canadian Securities Litigation and related opt-outs. In 2020, Litigation and other matters also
includes an insurance recovery related to a certain litigation matter. In 2019, Litigation and other matters of $1,401 million
includes the settlement of a legacy U.S. securities class action matter (which is subject to an objector’s appeal of the final
court approval). In 2018, Litigation and other matters of $27 million includes a favorable adjustment of $40 million related
to the Salix legacy litigation matter. These matters and other significant matters are discussed in further detail in Note 20,
"LEGAL PROCEEDINGS".
In 2020 and 2019, Acquired in-process research and development costs of $32 million and $41 million, primarily consist of
costs associated with the upfront payments to enter into certain exclusive licensing agreements. In 2019, Net (gain) loss on
sales of assets includes $20 million related to the achievement of a milestone related to a certain product.
17. INCOME TAXES
The components of Loss before benefit from income taxes for 2020, 2019 and 2018 consist of:
(in millions)
Domestic
Foreign
2020
2019
2018
$
(410)
$ (2,396)
$ (1,475)
(524)
559
(2,679)
$
(934)
$ (1,837)
$ (4,154)
F-53
The components of Benefit from income taxes for 2020, 2019 and 2018 consist of:
(in millions)
Current:
Domestic
Foreign
Deferred:
Domestic
Foreign
2020
2019
2018
$
(8)
$
(12)
$ —
(216)
(224)
9
590
599
375
$
(116)
(128)
(5)
187
182
54
$
(327)
(327)
17
320
337
10
$
The Benefit from income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory
rate of 26.9% to Loss before benefit from income taxes for 2020, 2019 and 2018 as follows:
(in millions)
Loss before benefit from income taxes
Benefit from income taxes
2020
2019
2018
$
(934)
$ (1,837)
$ (4,154)
Expected benefit from income taxes at Canadian statutory rate
$
251
$
494
$ 1,117
Non-deductible amount of share-based compensation
Adjustments to tax attributes
Change in valuation allowance related to foreign tax credits and NOLs
Change in valuation allowance on Canadian deferred tax assets and tax rate
changes
Change in uncertain tax positions
Foreign tax rate differences
Non-deductible portion of Goodwill impairments
Tax benefit on intra-entity transfers
Other
(9)
26
62
687
(163)
(128)
—
(338)
(13)
(7)
(99)
21
(142)
(350)
186
—
—
(49)
(10)
(4)
(3)
(875)
(47)
(3)
(488)
356
(33)
$
375
$
54
$
10
F-54
Deferred tax assets and liabilities as of December 31, 2020 and 2019 consist of:
(in millions)
Deferred tax assets:
Tax loss carryforwards
Provisions
Research and development tax credits
Scientific Research and Experimental Development pool
Tax credit carryforwards
Deferred revenue
Unrealized FX on U.S. dollar debt and other financing cost
Prepaid expenses
Share-based compensation
Other
Total deferred tax assets
Less valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Intangible assets
Plant, equipment and technology
Outside basis differences
Unrealized FX on U.S. dollar debt and other financing cost
Total deferred tax liabilities
Net deferred tax asset
2020
2019
$ 2,924
$ 2,911
1,004
172
55
20
9
—
27
16
24
641
155
52
25
5
94
41
19
23
4,251
3,966
(2,252)
(2,831)
1,999
1,135
228
89
71
2
390
$ 1,609
$
53
56
41
—
150
985
The following table presents a reconciliation of the deferred tax asset valuation allowance for 2020, 2019 and 2018:
(in millions)
Balance, beginning of year
Charged to Benefit from income taxes
Charged to other accounts
Balance, end of year
2020
2019
2018
$ 2,831
$ 2,913
$ 2,001
(773)
194
13
(95)
870
42
$ 2,252
$ 2,831
$ 2,913
The Company’s U.S. interest expense is subject to limitation rules which limit U.S. interest expense to 30% of adjusted
taxable income, defined similar to EBITDA through 2021 and EBIT thereafter. Disallowed interest can be carried forward
indefinitely and any unused interest deduction assessed for recoverability. On March 27, 2020, the Coronavirus Aid, Relief,
and Economic Security Act (“CARES Act”) was signed into law. The CARES Act also amended the annual limitation on
the deduction of interest in the following respects: (i) increasing the limitation to 50% of adjusted taxable income (“ATI”),
(ii) providing a rule for a partnership’s 2019 section 163(j)-disallowed interest expense and (iii) allowing an election to
apply 2019 ATI to the 2020 section 163(j) computation. For corporations, the increase to 50% of ATI applies to all taxable
years beginning in 2019 or 2020 and permits taxpayers whose 2020 income will decrease from its 2019 level, an election to
apply their 2019 ATI, rather than their 2020 ATI, to their 2020 computation. The Company considered such provisions and
expects to fully utilize any interest carry forwards in future periods.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law and included a number of changes
in the U.S. tax law, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years
beginning after December 31, 2017. The Tax Act also implemented a modified territorial tax system that included a one-
time transition tax on the accumulated previously untaxed earnings of foreign subsidiaries (the “Transition Toll Tax”) equal
to 15.5% (reinvested in liquid assets) or 8% (reinvested in non-liquid assets). At the taxpayer's election, the Transition Toll
Tax can be paid over an eight-year period without interest, starting in 2018. The Company elected not to use this option
and instead used a portion of its U.S. net operating losses ("NOLs") to offset this income inclusion.
F-55
The provisional amounts included in Benefit from income taxes for the year 2017, including the Transition Toll Tax, were
finalized during 2018. Differences between the provisional net income tax benefits provided for the year 2017 attributable
to the Tax Act and the benefit for income taxes as finalized are included in the Benefit from income taxes for 2018 and
were not material to the Company’s financial results for the year 2018.
The Company has provided for income taxes in accordance with guidance issued by accounting regulatory bodies, the U.S.
Internal Revenue Service and state and local governments through the date of the issuance of these Consolidated Financial
Statements. Additional guidance and interpretations can be expected and such guidance, if any, could impact future results.
While management continues to monitor these matters, the ultimate impact, if any, as a result of the application of any
guidance issued in the future cannot be determined at this time.
The realization of deferred tax assets is dependent on the Company generating sufficient domestic and foreign taxable
income in the years that the temporary differences become deductible. A valuation allowance has been provided for the
portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on
estimated future taxable income and tax planning strategies. As a result of taxable losses in Canada as offset by a reduction
of deferred tax assets due to internal restructurings, the valuation allowance decreased by $579 million during 2020 and
decreased by $82 million during 2019. Given the Company’s history of pre-tax losses and expected future losses in
Canada, the Company maintained that there was insufficient objective evidence to release the valuation allowance against
Canadian tax loss carryforwards, International Tax Credits (“ITC”) and pooled Scientific Research and Experimental
Development Tax Incentive (“SR&ED”) expenditures. The Canadian valuation allowance represents a material portion of
the Company's total valuation allowance.
As of December 31, 2020 and 2019, the Company had accumulated taxable losses available to offset future years’ federal
and provincial taxable income in Canada of approximately $6,530 million and $7,441 million, respectively. As of
December 31, 2020 and 2019, unclaimed ITCs available to offset future federal taxes in Canada were approximately $37
million and $34 million, respectively, which expire in the years 2021 through 2040. In addition, as of December 31, 2020
and 2019, pooled SR&ED expenditures available to offset against future taxable income in Canada were approximately
$206 million and $192 million, respectively, which may be carried forward indefinitely. As of December 31, 2020 and
2019, a full valuation allowance against the net Canadian deferred tax assets has been provided of $1,966 million and
$2,461 million, respectively.
As of December 31, 2020 and 2019, the Company had accumulated taxable losses available to offset future years' federal
taxable income in the U.S. of approximately $814 million and $636 million, respectively, including acquired losses which
expire in the years 2021 through 2037. While the remaining taxable losses are subject to multiple annual loss limitations as
a result of previous ownership changes, the Company believes that the recoverability of the deferred tax assets associated
with these taxable losses are more likely than not to be realized. As of December 31, 2020 and 2019 U.S. research and
development credits available to offset future years' federal income taxes in the U.S. were approximately $110 million and
$106 million, respectively, which includes acquired research and development credits and which expire in the years 2021
through 2040.
As of December 31, 2020 and 2019, the Company had accumulated taxable losses available to offset future years’ taxable
income in Ireland of approximately $8,387 million and $6,765 million, respectively. As of December 31, 2020 and 2019,
the Company recognized a capital loss and established a valuation allowance on the portion of the loss for which a benefit
is not expected to be realized.
The Company provides for Canadian tax on the unremitted earnings of its direct foreign affiliates except for its direct U.S.
subsidiaries. The Company continues to assert that the unremitted earnings of its U.S. subsidiaries will be permanently
reinvested and not repatriated. As of December 31, 2020, the Company estimates there will be no tax liability attributable
to the permanently reinvested U.S. earnings.
As of December 31, 2020 and 2019, unrecognized tax benefits (including interest and penalties) were $1,025 million and
$1,002 million, of which $414 million and $355 million would affect the effective income tax rate, respectively. In 2020
and 2019, the remaining unrecognized tax benefits would not impact the effective tax rate as the tax positions are offset
against existing tax attributes or are timing in nature. In 2020 and 2019, the Company recognized net increases to
unrecognized tax benefits for current year tax positions of $66 million and $362 million, respectively. The Company
recognized a net reduction of $42 million during 2020 and a net reduction of $13 million during 2019 in the unrecognized
tax benefits related to tax positions taken in the prior years.
The Company provides for interest and penalties related to unrecognized tax benefits in the provision for income taxes. As
of December 31, 2020 and 2019, accrued interest and penalties related to unrecognized tax benefits were approximately
F-56
$49 million and $45 million, respectively. In 2020 and 2019, the Company recognized a net increase of approximately $4
million and $3 million of interest and penalties, respectively.
The Company and one or more of its subsidiaries file federal income tax returns in Canada, the U.S., and other foreign
jurisdictions, as well as various provinces and states in Canada and the U.S. The Company and its subsidiaries have open
tax years, primarily from 2005 to 2019, with significant taxing jurisdictions, respectively, including Canada and the
U.S. These open years contain certain matters that could be subject to differing interpretations of applicable tax laws and
regulations and tax treaties, as they relate to the amount, timing, or inclusion of revenues and expenses, or the sustainability
of income tax positions of the Company and its subsidiaries. Certain of these tax years are expected to remain open
indefinitely.
Jurisdiction:
United States - Federal
Canada
Germany
France
China
Ireland
Netherlands
Australia
Open Years
2015 - 2019
2005 - 2019
2014 - 2019
2013 - 2019
2016 - 2019
2016 - 2019
2016 - 2019
2011 - 2019
The Internal Revenue Service completed its examinations of the Company’s U.S. consolidated federal income tax returns
for the years 2013 and 2014. There were no material adjustments to the Company's taxable income as a result of these
examinations. The 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year. Additionally,
the Internal Revenue Service has selected for examination the Company's annual tax filings for 2015 and 2016 and the
Company's short period tax return for the period ended September 8, 2017, which was filed as a result of the Company's
internal restructuring efforts during 2017. At this time, the Company does not expect that proposed adjustments, if any, for
these periods would be material to the Company's Consolidated Financial Statements.
The Company is currently under examination by the Canada Revenue Agency for four separate cycles: (a) years 2005
through 2006, (b) years 2007 through 2009, (c) years 2012 through 2013 and (d) years 2014 through 2015. The Company
received from the Canada Revenue Agency a proposed audit adjustment for the years 2005 through 2009. The Company
disagrees with the adjustments and has filed the respective Notices of Objection. The total proposed adjustment will result
in a loss of tax attributes which are subject to a full valuation allowance and will not result in material change to the
provision for income taxes. The Canada Revenue Agency audits of the 2010 and 2011 tax years were closed in 2016, and
resulted in no material adjustments. The Company received an assessment for certain transfer pricing matters in 2012 and
2013 for CAD 85 million and CAD 90 million, respectively. The Company disagrees with the adjustments and has filed a
Notice of Objection for 2012 and will file an objection for 2013. Of the total proposed adjustments, all but CAD 3 million
will result in a loss of tax attributes which are subject to a full valuation allowance and will not result in a material change
to the provision for income taxes.
The Company’s subsidiaries in Germany are under audit for tax years 2014 through 2016. At this time, the Company does
not expect that proposed adjustments, if any, would be material to the Company's Consolidated Financial Statements.
The Company’s subsidiaries in Australia are under audit by the Australian Tax Office for various years beginning in 2010.
On August 8, 2017, the Australian Taxation Office issued a notice of assessment for the tax years 2011 through 2017 in the
aggregate amount of $117 million, which includes penalties and interest. The Company disagrees with the assessment and
continues to believe that its tax positions are appropriate and supported by the facts, circumstances and applicable laws.
The Company intends to defend its tax position in this matter vigorously and has filed a holding objection against the
assessment by the Australian Taxation Office and has secured a bank guarantee to cover any potential cash outlays
regarding this assessment.
The Company's U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2015 through
2018.
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.
F-57
At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company's
Consolidated Financial Statements.
The following table presents a reconciliation of the unrecognized tax benefits for 2020, 2019 and 2018:
(in millions)
Balance, beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Lapse of statute of limitations
Balance, end of year
2020
2019
$ 1,002
$
66
171
(209)
(5)
654
361
63
(58)
(18)
2018
$
598
18
55
(11)
(6)
$ 1,025
$ 1,002
$
654
The Company believes it is reasonably possible that the total amount of unrecognized tax benefits at December 31, 2020
could decrease by approximately $145 million in the next twelve months as a result of the resolution of certain tax and
transfer pricing audits and other events.
18. LOSS PER SHARE
Loss per share attributable to Bausch Health Companies Inc. for 2020, 2019 and 2018 were calculated as follows:
(in millions, except per share amounts)
Net loss attributable to Bausch Health Companies Inc.
Basic and diluted weighted-average common shares
2020
2019
2018
$
(560)
$ (1,788)
$ (4,148)
355.0
352.1
351.3
Basic and diluted loss per share attributable to Bausch Health Companies Inc.
$
(1.58)
$
(5.08)
$ (11.81)
In 2020, 2019 and 2018, all potential common shares issuable for stock options and RSUs were excluded from the
calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of
potential common shares issuable for stock options and RSUs on the weighted-average number of common shares
outstanding would have been approximately 3,154,000, 5,106,000 and 3,763,000 common shares for 2020, 2019 and 2018,
respectively.
Additionally, in 2020, 2019 and 2018, stock options, time-based RSUs and performance-based RSUs to purchase
approximately 9,551,000, 2,598,000 and 4,185,000 common shares of the Company, respectively, were not included in the
computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method.
19. SUPPLEMENTAL CASH FLOW DISCLOSURES
Supplemental cash flow disclosures for 2020, 2019 and 2018 are as follows:
(in millions)
Other payments
Interest paid
Income taxes paid
20. LEGAL PROCEEDINGS
2020
2019
2018
$ 1,474
$ 1,537
$ 1,665
$
162
$
172
$
138
From time to time, the Company becomes involved in various legal and administrative proceedings, which include product
liability, intellectual property, commercial, tax, antitrust, governmental and regulatory investigations, related private
litigation and ordinary course employment-related issues. From time to time, the Company also initiates actions or files
counterclaims. The Company could be subject to counterclaims or other suits in response to actions it may initiate. The
Company believes that the prosecution of these actions and counterclaims is important to preserve and protect the
Company, its reputation and its assets. Certain of these proceedings and actions are described below. Going forward, in the
Company's subsequent Quarterly Reports on Form 10-Q, the Company will only include a description of these matters to
the extent there has been a material update with respect thereto during the applicable quarter or to the extent otherwise
required by law.
F-58
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 December 31, 2020, the Company's Consolidated
Balance Sheets includes accrued current loss contingencies of $1,672 million related to matters which the Company
believes a potential resolution or settlement is both probable and reasonably estimable. For all other matters, unless
otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the
amount of loss, or range of loss, if any, that may result from these proceedings. An adverse outcome in certain of these
proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations,
and could cause the market value of its common shares and/or debt securities to decline.
Governmental and Regulatory Inquiries
Investigation by the U.S. Attorney's Office for the District of Massachusetts - re OraPharma
In August 2019, the Company received a subpoena from the U.S. Attorney's Office for the District of Massachusetts
requesting materials including documents concerning the sales, marketing, coverage and reimbursement of Arestin®,
including related support services, and other matters. The Company is cooperating with this investigation. The Company
cannot predict the outcome or the duration of this investigation or any other legal proceedings or any enforcement actions
or other remedies that may be imposed on the Company arising out of this investigation.
Securities and RICO Class Actions and Related Matters
U.S. Securities Litigation - Opt-Out Litigation
On December 16, 2019, the Company announced that it had agreed to settle, subject to final court approval, the
consolidated securities class action filed in the U.S. District Court for the District of New Jersey (In re Valeant
Pharmaceuticals International, Inc. Securities Litigation, Case No. 15-cv-07658). On January 31, 2021 the District Court
issued an order granting final approval of this settlement. On February 4, 2021, Timber Hill 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. The deadline for other parties to file notices of appeal from the final approval order is March 2, 2021.
In October 2015, four putative securities class actions were filed in the U.S. District Court for the District of New Jersey
against the Company and certain current or former officers and directors. The allegations related to, among other things,
allegedly false and misleading statements and/or failures to disclose information about the Company’s business and
prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s relationship
with Philidor. On May 31, 2016, the court entered an order consolidating the four actions under the caption In re Valeant
Pharmaceuticals International, Inc. Securities Litigation, Case No. 15-cv-07658. On December 16, 2019, the Company, the
current or former officers and directors, ValueAct, and the underwriters announced that they agreed to resolve the
securities action for $1,210 million. This settlement received final approval from the court on January 31, 2021 and will
resolve and discharge all claims against the Company in the class action. As part of the settlement, the Company and the
other settling defendants admitted no liability as to the claims against it and denied all allegations of wrongdoing. In order
to qualify for a settlement payment all persons and entities that purchased or otherwise acquired the Company securities
during the class period must have submitted a proof of claim and release form by May 6, 2020. The settlement payment
was paid into an escrow fund in accordance with the settlement agreement. The opt-out litigations discussed below remain
ongoing.
On June 6, 2018, a putative class action was filed in the U.S. District Court for the District of New Jersey against the
Company and certain current or former officers and directors. This action, captioned Timber Hill LLC, v. Valeant
Pharmaceuticals International, Inc., et al., (Case No. 18-cv-10246) (“Timber Hill”), asserts securities fraud claims under
Sections 10(b) and 20(a) of the Exchange Act on behalf of a putative class of persons who purchased call options or sold
put options on the Company’s common stock during the period January 4, 2013 through August 11, 2016. On June 11,
2018, this action was consolidated with In re Valeant Pharmaceuticals International, Inc. Securities Litigation, (Case No.
15-cv-07658). On January 14, 2019, the defendants filed a motion to dismiss the Timber Hill complaint. Briefing on that
motion was completed on February 13, 2019. On August 15, 2019, the Court denied the motion to dismiss the Timber Hill
action, holding that this complaint was a legal nullity as a result of the June 11, 2018 consolidation order.
In addition to the consolidated putative class action, thirty-seven groups of individual investors in the Company’s stock and
debt securities have chosen to opt out of the consolidated putative class action and filed securities actions pending in the
U.S. District Court for the District of New Jersey against the Company and certain current or former officers and directors.
These actions are captioned: T. Rowe Price Growth Stock Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case
No. 16-cv-5034); Equity Trustees Limited as Responsible Entity for T. Rowe Price Global Equity Fund v. Valeant
Pharmaceuticals International Inc. (Case No. 16-cv-6127); Principal Funds, Inc. v. Valeant Pharmaceuticals International,
Inc. (Case No. 16-cv-6128); BloombergSen Partners Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-
F-59
cv-7212); Discovery Global Citizens Master Fund, Ltd. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-
cv-7321); MSD Torchlight Partners, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7324);
BlueMountain Foinaven Master Fund, L.P. v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7328)
(“BlueMountain”); Incline Global Master LP v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7494);
VALIC Company I v. Valeant Pharmaceuticals International, Inc. (Case No. 16-cv-7496); Janus Aspen Series v. Valeant
Pharmaceuticals International, Inc. (Case No. 16-cv-7497) (“Janus Aspen”); Okumus Opportunistic Value Fund, LTD v.
Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6513) (“Okumus”); Lord Abbett Investment Trust- Lord
Abbett Short Duration Income Fund, v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-6365) (“Lord
Abbett”); Pentwater Equity Opportunities Master Fund LTD v. Valeant Pharmaceuticals International, Inc., et al. (Case No.
17-cv-7552) (“Pentwater”); Public Employees’ Retirement System of Mississippi v. Valeant Pharmaceuticals International
Inc. (Case No. 17-cv-7625) (“Mississippi”); The Boeing Company Employee Retirement Plans Master Trust v. Valeant
Pharmaceuticals International Inc., et al., (Case No. 17-cv-7636) (“Boeing”); State Board of Administration of Florida v.
Valeant Pharmaceuticals International Inc. (Case No. 17-cv-12808); The Regents of the University of California v. Valeant
Pharmaceuticals International, Inc. (Case No. 17-cv-13488); GMO Trust v. Valeant Pharmaceuticals International, Inc.
(Case No. 18-cv-0089); Första AP Fonden v. Valeant Pharmaceuticals International, Inc. (Case No. 17-cv-12088); New
York City Employees’ Retirement System v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0032)
(“NYCERS”); Hound Partners Offshore Fund, LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-08705)
(“Hound Partners”); Blackrock Global Allocation Fund, Inc. v. Valeant Pharmaceuticals International, Inc. (Case No. 18-
cv-0343) (“Blackrock”); Colonial First State Investments Limited As Responsible Entity for Commonwealth Global Shares
Fund 1 v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-0383); Bharat Ahuja v. Valeant Pharmaceuticals
International, Inc. (Case No. 18-cv-0846); Brahman Capital Corp. v. Valeant Pharmaceuticals International, Inc (Case No.
18-cv-0893); The Prudential Insurance Company of America v. Valeant Pharmaceuticals International, Inc. (Case No. 18-
cv-01223) (“Prudential”); Senzar Healthcare Master Fund LP v. Valeant Pharmaceuticals International, Inc. (Case No. 18-
cv-02286) (“Senzar”); 2012 Dynasty UC LLC v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-08595)
("2012 Dynasty"); Catalyst Dynamic Alpha Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 18-cv-12673)
(“Catalyst”); Northwestern Mutual Life Insurance Co., v. Valeant Pharmaceuticals International, Inc. (Case No. 18-
cv-15286) (“Northwestern Mutual”); Bahaa Aly, et al. v. Valeant Pharmaceuticals International, Inc., (Case No. 18-
cv-17393) (“Aly”); Office of the Treasurer as Trustee for the Connecticut Retirement Plans and Trust Funds v. Valeant
Pharmaceuticals International, Inc. (Case No. 19-cv-18473) (“Connecticut”); Delaware Public Employees’ Retirement
System v. Valeant Pharmaceuticals International, Inc. (Case No. 19-cv-18475) (“Delaware”); Maverick Neutral Levered
Fund v. Valeant Pharmaceuticals International, Inc. (Case No. 20-cv-02190) (“Maverick”), Templeton v. Valeant
Pharmaceuticals International, Inc. (Case No. 20-cv-05478) (“Templeton”), USAA Mutual Funds Trust, et al. v. Valeant
Pharmaceuticals International, Inc., et al., (Case No. 20-cv-07462) (“USAA”), and GIC Private Ltd. v. Valeant
Pharmaceuticals International, Inc., (Case No. 20-cv-07460) (“GIC”). Twelve 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-five actions.
Four additional matters have been settled and dismissals are expected in March 2021.
These individual shareholder actions assert claims under Sections 10(b), and 20(a) of the Exchange Act. Certain of these
individual actions assert additional claims, including claims under Section 18 of the Exchange Act, Sections 11, 12(a)(2),
and 15 of the Securities Act, common law fraud, negligent misrepresentation, and claims under the New Jersey Racketeer
Influenced and Corrupt Organizations Act. These claims are based on alleged purchases of Company stock, options, and/or
debt at various times between January 3, 2013 and August 10, 2016. The allegations in the complaints are similar to those
made by plaintiffs in the putative class action. Motions to dismiss have been filed and in most cases decided in many of
these individual actions. To date, the Court has dismissed state law claims including New Jersey Racketeer Influenced and
Corrupt Organizations Act, common law fraud, and negligent misrepresentation claims in certain cases. On January 7,
2019, the Court entered a stipulation of voluntary dismissal in the Senzar Healthcare Master Fund LP v. Valeant
Pharmaceuticals International, Inc. (Case No. 18-cv-02286) opt-out action, closing the case. On September 10, 2019, the
Court granted defendants’ motion to dismiss all claims in the Bahaa Aly v. Valeant Pharmaceuticals International, Inc.
(“Aly”) (Case No. 18-cv-17393) opt-out action. On October 9, 2019, the Aly Plaintiffs filed a notice of appeal to the
United States Court of Appeals for the Third Circuit. Oral argument on Plaintiffs’ appeal was held on October 20, 2020. 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, the Court
entered stipulations of voluntary dismissal in the T. Rowe, BloombergSen, Principal Funds and Equity Trustees actions.
The Company disputes the claims against it in the remaining individual opt-out complaints and intends to defend itself
vigorously.
F-60
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. These actions are captioned: (a) Alladina v.
Valeant, et al. (Case No. S-1594B6) (Supreme Court of British Columbia) (filed November 17, 2015); (b) Kowalyshyn v.
Valeant, et al. (CV-15-540593-00CP) (Ontario Superior Court) (filed November 16, 2015); (c) Kowalyshyn et al. v.
Valeant, et al. (CV-15-541082-00CP) (Ontario Superior Court) (filed November 23, 2015); (d) O’Brien v. Valeant et al.
(CV-15-543678-00CP) (Ontario Superior Court) (filed December 30, 2015); (e) Catucci v. Valeant, et al. (Court File No.
540-17-011743159) (Quebec Superior Court) (filed October 26, 2015); and (f) Rousseau-Godbout v. Valeant, et al. (Court
File No. 500-06-000770-152) (Quebec Superior Court) (filed October 27, 2015).
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. These actions are captioned: (i) Okeley v. Valeant, et al. (Case No. S-159991) (Supreme
Court of British Columbia) (filed December 2, 2015); and (ii) Sukenaga v Valeant et al. (CV-15-540567-00CP) (Ontario
Superior Court) (filed November 16, 2015), and the factual allegations made in these actions are substantially similar to
those outlined above.
The actions generally allege violations of Canadian provincial securities legislation on behalf of putative classes of persons
who purchased or otherwise acquired securities of the Company for periods commencing as early as January 1, 2013 and
ending as late as November 16, 2015. The alleged violations relate to the same matters described in the U.S. Securities
Litigation description above.
Each of these putative class actions, other than the Catucci action in the Quebec Superior Court, has been discontinued. In
the Catucci action, on August 29, 2017, the judge granted the plaintiffs leave to proceed with their claims under the Quebec
Securities Act and authorized the class proceeding. On October 26, 2017, the plaintiffs issued their Judicial Application
Originating Class Proceedings.
After a hearing on November 11, 2019, the court approved a settlement in the Catucci action between the class members
and the Company’s auditors and the action was dismissed as against them.
On August 4, 2020, the Company entered into a settlement agreement with the plaintiffs in Catucci, on behalf of the class,
pursuant to which it agreed to resolve the Catucci action for the amount of CAD 94,000,000 plus payment of an additional
amount to cover notice and settlement administration costs and disbursements. As part of the settlement, the Company and
the other defendants admitted no liability as to the claims against it and deny all allegations of wrongdoing. 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 (“CalSTRS”) served the
Company with an application in the Quebec Superior Court of Justice for leave to pursue an action under the Quebec
Securities Act against the Company, certain current or former officers and directors of the Company and its auditor. That
proceeding is captioned California State Teachers’ Retirement System v. Bausch Health Companies Inc. et al. (Court File
No. 500-11-055722-181). The allegations in the proceeding are similar to those made by the plaintiffs in the Catucci class
action and in the BlackRock opt out proceedings. On that same date, CalSTRS also served the Company with proceedings
(Court File No. 500-17-106044-186) against the same defendants asserting claims under the Quebec Civil Code in respect
of the same alleged misrepresentations.
On February 3, 2020, the Quebec Superior Court granted the applications of CalSTRS and BlackRock for leave to pursue
their respective actions asserting claims under the Quebec Securities Act. On June 16, 2020, the Quebec Court of Appeal
granted the defendants leave to appeal that decision.
On October 8 and 9, 2020, respectively, CalSTRS delivered amended proceedings to, among other things, include a new
alleged misrepresentation concerning the accounting treatment of “price appreciation credits” in respect of Glumetza®
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during the period covered by the claims. CalSTRS has filed an application for permission to amend and the Company has
filed an application to strike the amendments.
The Company believes that it has viable defenses in each of these actions. In each case, the Company intends to defend
itself vigorously.
Insurance Coverage Lawsuit
On December 7, 2017, the Company filed a lawsuit against its insurance companies that issued insurance policies covering
claims made against the Company, its subsidiaries, and its directors and officers during two distinct policy periods, (i)
2013-14 and (ii) 2015-16. The lawsuit is currently pending in the United States District Court for the District of New
Jersey (Valeant Pharmaceuticals International, Inc., et al. v. AIG Insurance Company of Canada, et al.; 3:18-CV-00493).
In the lawsuit, the Company seeks coverage for: (i) the costs of defending and resolving claims brought by former
shareholders and debtholders of Allergan, Inc. in In re Allergan, Inc. Proxy Violation Securities Litigation and Timber Hill
LLC, individually and on behalf of all others similarly situated v. Pershing Square Capital Management, L.P., et al. (under
the 2013-2014 coverage period), and (ii) costs incurred and to be incurred in connection with the securities class actions
and opt-out cases described in this section and certain of the investigations described herein and in the Company's prior
annual and quarterly reports (under the 2015-2016 coverage period).
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. On November 30, 2016, the Court entered an order consolidating the three actions under the caption In re Valeant
Pharmaceuticals International, Inc. Third-Party Payor Litigation, No. 3:16-cv-03087. A consolidated class action
complaint was filed on December 14, 2016. The consolidated complaint alleges, among other things, that the defendants
committed predicate acts of mail and wire fraud by submitting or causing to be submitted prescription reimbursement
requests that misstated or omitted facts regarding (1) the identity and licensing status of the dispensing pharmacy; (2) the
resubmission of previously denied claims; (3) patient co-pay waivers; (4) the availability of generic alternatives; and (5) the
insured’s consent to renew the prescription. The complaint further alleges that these acts constitute a pattern of
racketeering or a racketeering conspiracy in violation of the RICO statute and caused plaintiffs and the putative class
unspecified damages, which may be trebled under the RICO statute.
A Special Master appointed by the Court has recommended that the Company’s motion to dismiss be denied, but a final
decision is still pending with the Court. The Company believes these claims are without merit and intends to defend itself
vigorously.
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. This
action is captioned Hound Partners Offshore Fund, LP et al., v. Valeant Pharmaceuticals International, Inc., et al. (No.
MER-L-002185-18). This suit asserts claims for common law fraud, negligent misrepresentation, and violations of the
New Jersey Racketeer Influenced and Corrupt Organizations Act. This matter is currently stayed pending the completion
of discovery in one of the above-noted federal opt-out cases. The Company disputes the claims and intends to vigorously
defend this matter.
Derivative Lawsuits
On September 10, 2019 and September 13, 2019, two alleged stockholders filed derivative lawsuits purportedly on behalf
of the Company against former Company board members and executives. The cases are Wessels v. Pearson (Case No.
3:19-cv-17833) and Shabbouei v. Pearson (Case No. 3:19-cv-17987). On March 7, 2020, a consolidated amended
derivative complaint was filed, captioned In re Bausch Health Companies Inc. F/K/A/ Valeant Pharmaceuticals
International, Inc. Stockholder Derivative Litigation (Case No. 19-cv-17833).
Plaintiffs assert claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment related to, among
other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s
business and prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s
relationship with Philidor. The consolidated complaint also asserts a claim for contribution and indemnification by the
Defendants for any liability the Company ultimately faces as a result of the conduct alleged in the complaint. The claims
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alleged in these cases are based on the same purported conduct that is at issue in In re Valeant Pharmaceuticals
International, Inc. Securities Litigation, all of which occurred prior to 2017. The Shabbouei complaint also asserts a claim
for contribution and indemnification by the Defendants for any liability the Company ultimately faces as a result of the
conduct alleged in the complaint. On January 3, 2020, the parties submitted a letter to the Court requesting consolidation of
the two derivative lawsuits. On April 21, 2020, the Defendants filed a motion to dismiss the consolidated amended
complaint. Briefing on this motion concluded on August 3, 2020. On November 24, 2020, the Special Master appointed by
the Court issued a report recommending that the motion to dismiss be granted in full. While a final decision is still pending
with the Court, Plaintiffs are not contesting the dismissal in full. The Company continues to believe these claims are
without merit and intends to defend itself vigorously.
Antitrust
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 or are expected to be consolidated into the
MDL. There are also additional, separate complaints which have been consolidated in the same MDL that do not name the
Company or any of its subsidiaries as a defendant. In July 2019, 87 health plans commenced an action in the Court of
Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation, but
no complaint has been filed and the case has been put in deferred status. In May 2020, seven health plans commenced an
additional action in the Court of Common Pleas of Philadelphia County against the Company and other defendants related
to the multidistrict litigation, but no complaint has been filed. The Company disputes the claims against it and continues to
defend itself vigorously.
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 vs. Teva Canada Limited, et al. in the Federal Court in Toronto, Ontario, Canada (Court File No. T-607-20). The
plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private
sector, alleging that the Company and other defendants violated the Competition Act by conspiring to allocate the market,
fix prices, and maintain the supply of generic drugs, and seeking damages under federal law. The proposed class action
contains similar allegations to the In re: Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States
Court for the Eastern District of Pennsylvania. The Company disputes the claims against it and will defend itself
vigorously.
Glumetza 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. On February 8, 2021, the insurer plaintiff filed an action in
state court asserting state law claims.
The federal actions, five (5) of which remain pending, have been consolidated and coordinated in In re Glumetza Antitrust
Litigation, Case No. 3:19-cv-05822-WHA. The lawsuits allege that a 2012 settlement of a patent litigation regarding
Glumetza® delayed generic entry in exchange for an agreement not to launch an authorized generic of Glumetza® or grant
any other company a license to do so. The complaints allege that the settlement agreement resulted in higher prices for
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Glumetza® and its generic equivalent both prior to and after generic entry. Both the class and non-class plaintiffs seek
damages under federal antitrust laws for claims based on direct purchases. All Plaintiffs have filed a motion for partial
summary judgment concerning market power, whereas all Defendants have filed a motion for summary judgment on all
claims against them. The Company disputes the claims against it 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 Relistor®, Xifaxan® 550mg, Plenvu®,
Bryhali®, Duobrii® and Jublia® in the United States and Jublia® in Canada, or other similar suits. These matters are
proceeding in the ordinary course.
In September 2019, the Company received a Notice of Paragraph IV Certification from Sandoz, Inc. (“Sandoz”), in which
Sandoz asserted that the following U.S. patents, each of which is listed in the FDA’s Orange Book for Salix
Pharmaceuticals, Inc.’s (“Salix Inc.”) Xifaxan® tablets, 550 mg, are either invalid, unenforceable and/or will not be
infringed by the commercial manufacture, use or sale of Sandoz’s generic rifaximin tablets, 550 mg, for which an
Abbreviated New Drug Application (“ANDA”) has been filed by Sandoz: U.S. Patent No. 8,309,569 (the “‘569 patent”),
U.S. Patent No. 7,045,620 (the “‘620 patent”), U.S. Patent No. 7,612,199 (the “‘199 patent”), U.S. Patent No. 7,902,206
(the “‘206 patent”), U.S. Patent No. 7,906,542 (the “‘542 patent”), U.S. Patent No. 7,915,275 (the “‘275 patent”), U.S.
Patent No. 8,158,644 (the “‘644 patent”), U.S. Patent No. 8,158,781 (the “‘781 patent”), U.S. Patent No. 8,193,196 (the
“‘196 patent”), U.S. Patent No. 8,518,949 (the “‘949 patent”), U.S. Patent No. 8,741,904 (the “‘904 patent”), U.S. Patent
No. 8,835,452 (the “‘452 patent”), U.S. Patent No. 8,853,231 (the “‘231 patent”), and U.S. Patent No. 9,271,968 (the “’968
Patent”) (collectively, the “Xifaxan® Patents”). Salix Inc. holds the New Drug Application ("NDA") for Xifaxan® and its
affiliate, Salix Pharmaceuticals, Ltd. (“Salix Ltd.”), is the owner of the ‘569 patent and Alfasigma S.p.A. (“Alfasigma”) is
the owner of the ‘620 patent, the ‘199 patent, the ‘206 patent, the ‘542 patent, the ‘275 patent, the ‘644 patent, the ‘781
patent, the ‘196 patent, the ‘949 patent, the ‘904 patent, the ‘452 patent, the ‘231 patent, and the ‘968 patent, each of which
has been exclusively licensed to Salix Inc. and its affiliate, Bausch Health Ireland Limited (“BIRL”) to market Xifaxan®
tablets, 550 mg. On September 30, 2019, Salix Inc. and its affiliates, Salix Ltd. and BIRL, and Alfasigma (the
“Plaintiffs”) filed suit against Sandoz in the U.S. District Court for the District of New Jersey (Case No. 19-18566)
pursuant to the Hatch-Waxman Act, alleging infringement by Sandoz of one or more claims of each of the Xifaxan®
Patents, thereby triggering a 30-month stay of the approval of Sandoz’s ANDA for rifaximin tablets, 550 mg. Xifaxan® 550
mg is protected by 26 patents covering the composition of matter and the use of Xifaxan® listed in the FDA’s Approved
Drug Products with Therapeutic Equivalence Evaluations, or the Orange Book. On May 6, 2020, the Company announced
that an agreement had been reached with Sandoz that resolved this litigation. Under the terms of the agreement, the parties
agreed to dismiss all litigation related to Xifaxan® (rifaximin), Sandoz acknowledged the validity of the licensed patents for
Xifaxan® (rifaximin) 550 mg tablets and all intellectual property protecting Xifaxan® (rifaximin) 550 mg tablets will
remain intact and enforceable until expiry in October 2029. The agreement also grants Sandoz a non-exclusive license to
the intellectual property relating to Xifaxan® (rifaximin) 550 mg tablets in the United States beginning January 1, 2028 (or
earlier under certain circumstances). Under the terms of the agreement, beginning January 1, 2028 (or earlier under certain
circumstances), Sandoz will have the right to market a royalty-free generic version of Xifaxan® (rifaximin) 550 mg tablets,
should it receive approval from the FDA on its ANDA. Sandoz will be able to commence such marketing earlier if another
generic rifaximin product is granted approval and such other generic rifaximin product begins to be sold or distributed in
the United States before January 1, 2028. The Company will not make any financial payments or other transfers of value as
part of this agreement with Sandoz.
On February 17, 2020, the Company and Alfasigma S.p.A. ("Alfasigma") received a Notice of Paragraph IV Certification
from Norwich Pharmaceuticals Inc. (“Norwich”), in which Norwich asserted that the following U.S. patents, each of which
is listed in the FDA’s Orange Book for the Company's Xifaxan® tablets, 550 mg, are either invalid, unenforceable and/or
will not be infringed by the commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which
an ANDA has been filed by Norwich: each of the Xifaxan® Patents (as described above), as well as U.S. Patent No.
8,642,573 (the “573 patent”), U.S. Patent No. 8,829,017 (the “017 patent”), U.S. Patent No. 8,946,252 (the “252 patent”),
U.S. Patent No. 8,969,398 (the “‘398 patent”), U.S. Patent No. 9,421,195 (the “‘195 patent”), U.S. Patent No. 9,629,828
(the “‘9828 patent”), U.S. Patent No. 10,314,828 (the “’4828 patent”), U.S. Patent No. 10,335,397 (the “‘397 patent”), U.S.
Patent No. 10,456,384 (the “‘384 patent”), U.S. Patent No. 10,703,763 (the “‘763 patent”), U.S. Patent No. 10,709,694 (the
“‘694 patent”), and U.S. Patent No. 10,765,667 (the “‘667 patent”). Salix Inc. holds the NDA for Xifaxan® and is the
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owner of the ‘569 patent, the ‘573 patent, the ‘017 patent, the ‘252 patent, the ‘398 patent, the ‘195 patent, the ‘9828
patent, the ‘4828 patent, the ‘397 patent, the ‘384 patent, the ‘694 patent, and the ‘667 patent. Alfasigma is the owner of
the ‘620 patent, the ‘199 patent, the ‘206 patent, the ‘542 patent, the ‘275 patent, the ‘644 patent, the ‘781 patent, the ‘196
patent, the ‘949 patent, the ‘904 patent, the ‘452 patent, the ‘231 patent, the ‘968 patent, and the ‘763 patent, each of which
has been exclusively licensed to Salix Inc. and/or its affiliate, Bausch Health Ireland Limited (“BIRL”) to market Xifaxan®
tablets, 550 mg. On March 26, 2020, certain of the Company’s subsidiaries and Alfasigma filed suit against Norwich in
the U.S. District Court for the District of Delaware (Case No. 20-cv-00430) pursuant to the Hatch-Waxman Act, alleging
infringement by Norwich of one or more claims of the Xifaxan® Patents, thereby triggering a 30-month stay of the approval
of Norwich’s ANDA for rifaximin tablets, 550 mg. Xifaxan® 550 mg is protected by 26 patents covering the composition
of matter and the use of Xifaxan® listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations,
or the Orange Book. The Company remains confident in the strength of the Xifaxan® patents and will continue to
vigorously pursue this matter and defend its intellectual property.
In April 2019, the Company and Alfasigma commenced litigation against Sun Pharmaceutical Industries Ltd. (“Sun”),
alleging patent infringement by Sun’s filing of its ANDA for Xifaxan® (rifaximin) 200 mg tablets. This suit had been filed
following receipt of a Notice of Paragraph IV Certification from Sun, in which Sun had asserted that the U.S. patents listed
in the FDA's Orange Book for the Company’s Xifaxan® tablets, 200 mg, were either invalid, unenforceable and/or would
not be infringed by the commercial manufacture, use or sale of Sun’s generic rifaximin tablets, 200 mg. Subsequently, on
August 10, 2020, the Company received an additional Notice of Paragraph IV Certification from Sun, in which Sun
asserted that the U.S. patents listed in the FDA's Orange Book for the Company’s Xifaxan® tablets, 550 mg, were either
invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of Sun’s generic
rifaximin tablets, 550 mg, for which an ANDA had been filed by Sun. On September 22, 2020, the Company announced
that an agreement had been reached with Sun that resolved the outstanding intellectual property disputes with Sun
regarding Xifaxan® (rifaximin) 200 mg and 550 mg tablets. Under the terms of the agreement, the parties agreed to dismiss
all litigation related to Xifaxan® (rifaximin) and all intellectual property protecting Xifaxan® (rifaximin) 200 mg and 550
mg tablets will remain intact and enforceable until expiry in July and October 2029, respectively. The agreement also
grants Sun a non-exclusive license to the intellectual property relating to Xifaxan® (rifaximin) 200 mg and 550 mg tablets
in the United States beginning January 1, 2028 (or earlier under certain circumstances). Under the terms of the agreement,
beginning January 1, 2028 (or earlier under certain circumstances), Sun will have the right to market royalty-free generic
versions of Xifaxan® (rifaximin) 200 mg and 550 mg tablets, should it receive approval from the FDA on its ANDAs. Sun
will be able to commence such marketing earlier if another generic rifaximin product is granted approval and such other
generic rifaximin product begins to be sold or distributed in the United States before January 1, 2028.
On July 23, 2020, the Company received a Notice of Paragraph IV Certification from Perrigo Israel Pharmaceuticals, Ltd.
(“Perrigo”), in which Perrigo asserted that certain U.S. patents, each of which is listed in the U.S. Food and Drug
Administration's (the "FDA") Orange Book for Duobrii® (halobetasol propionate and tazarotine) lotion, are either invalid,
unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Perrigo’s generic lotion, for
which an Abbreviated New Drug Application (“ANDA”) has been filed by Perrigo. On August 28, 2020, the Company
filed suit against Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more claims of the
Duobrii® Patents, thereby triggering a 30-month stay of the approval of the Perrigo ANDA. On September 3, 2020, this
action was consolidated with the action between the Company and Perrigo described below, regarding Perrigo’s ANDA for
generic Bryhali® (halobetasol propionate) lotion. The Company remains confident in the strength of the Duobrii® related
patents and will vigorously defend its intellectual property.
On March 20, 2020, the Company received a Notice of Paragraph IV Certification from Perrigo, in which Perrigo asserted
that certain U.S. patents, each of which is listed in the FDA’s Orange Book for Bryhali® (halobetasol propionate) lotion,
0.01% are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of
Perrigo’s generic halobetasol propionate lotion, for which an ANDA has been filed by Perrigo. On May 1, 2020, the
Company filed suit against Perrigo pursuant to the Hatch-Waxman Act, alleging infringement by Perrigo of one or more
claims of the Bryhali® Patents, thereby triggering a 30-month stay of the approval of the Perrigo ANDA for halobetasol
propionate lotion. On September 3, 2020, this action was consolidated with the action between the Company and Perrigo
described above, regarding Perrigo’s ANDA for generic Duobrii® (halobetasol propionate and tazarotine) lotion. The
Company remains confident in the strength of the Bryhali® Patents and intends to vigorously pursue this matter and defend
its intellectual property.
In addition, patents covering the Company's branded pharmaceutical products may be challenged in proceedings other than
court proceedings, including inter partes review ("IPR") at the U.S. Patent & Trademark Office. The proceedings operate
under different standards from district court proceedings, and are often completed within 18 months of institution. IPR
challenges have been brought against patents covering the Company's branded pharmaceutical products. For example,
following Acrux DDS’s IPR petition, the U.S. Patent and Trial Appeal Board ("PTAB"), in May 2017, instituted inter
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partes review for an Orange Book-listed patent covering Jublia®, U.S. Patent No. 7,214,506 (the “‘506 patent”). On June 6,
2018, the PTAB issued a written determination invalidating such patent; and on March 13, 2020, the Court of Appeals for
the Federal Circuit reversed this decision and remanded the matter back to the PTAB for further proceedings. As a result of
a settlement, a joint motion to terminate the proceedings was filed on November 12, 2020 and, on January 8, 2021, the
PTAB granted this motion. The ‘506 Patent therefore remains valid and enforceable until its expected expiration in 2026.
Jublia® continues to be covered by fourteen other Orange Book-listed patents owned by the Company and its licensor,
which expire in the years 2028 through 2035.
Product Liability
Shower to Shower® Products Liability Litigation
Since 2016, the Company has been named in a number of product liability lawsuits involving the Shower to Shower® body
powder product acquired in September 2012 from Johnson & Johnson; due to dismissals, only twenty-eight (28) of such
product liability suits currently remain pending, and these twenty-eight (28) matters are subject to the Johnson & Johnson
indemnification referenced below.
Potential liability (including its attorneys’ fees and costs) arising out of the covered Shower to Shower® lawsuits filed
against the Company is subject to certain indemnification obligations of Johnson & Johnson owed to the Company, and
legal fees and costs will be paid by Johnson & Johnson. The Company and Johnson & Johnson reached an agreement on
April 17, 2019, regarding the scope of the indemnification relating to the majority of the Shower to Shower® matters (the
“Covered Matters”) and the Company has dismissed the demand for arbitration that the Company filed against Johnson &
Johnson to assert its rights to indemnification. Johnson & Johnson will fully indemnify the Company in the Covered
Matters, which include: (i) personal injury and products liability actions arising from alleged exposure to Shower to
Shower® prior to March 2020 and (ii) consumer fraud, consumer protection, false advertising or other regulatory actions
arising out of the manufacture, use, or sale of Shower to Shower® up to and including September 9, 2012. The Company
does not believe that the Covered Matters will have a material impact on the Company’s financial results going forward.
The various lawsuits include a number of cases, either originally filed in or transferred to the In re Johnson & Johnson
Talcum Powder Litigation, Multidistrict Litigation 2738, pending in the United States District Court for the District of New
Jersey (“MDL”). The Company and Bausch Health US were first named in a lawsuit filed directly into the MDL alleging
that the use of the Shower to Shower® product caused the plaintiff to develop ovarian cancer. The plaintiff agreed to a
dismissal of all claims against the Company and Bausch Health US in that matter without prejudice. The Company has
subsequently been named in one additional lawsuit, originally filed in the District of Puerto Rico and subsequently
transferred into the MDL, but has not been served in that case. The Company has also been named in eighteen additional
lawsuits filed directly into the MDL that have also not yet been served.
These lawsuits also include a number of matters filed in the Superior Court of Delaware and the Superior Court of New
Jersey alleging that the use of Shower to Shower® caused the plaintiffs to develop ovarian cancer. Nearly all of these
actions have been voluntarily dismissed. Presently, two cases remain pending in New Jersey and one in Delaware. One of
the New Jersey cases has not yet been served. The allegations in these cases generally include failure to warn, design
defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent
misrepresentation, wrongful death, and punitive damages.
In addition, these lawsuits also include a number of cases filed in certain state courts in the United States (including the
Superior Courts of California, Delaware and New Jersey); the District Court of Louisiana; the Supreme Court of New York
(Niagara County); the District Court of Oklahoma City, Oklahoma; the South Carolina Court of Common Pleas (Richland
County); the Ohio Court of Common Pleas (Cuyahoga County); and the District Court of Nueces County, Texas
(transferred to the asbestos multidistrict litigation docket in the District Court of Harris County, Texas for pre-trial
purposes) alleging use of Shower to Shower® and other products resulted in the plaintiffs developing mesothelioma. The
Company has been successful in obtaining voluntary dismissals in most of these cases or the plaintiffs have not opposed
summary judgment. Presently, four cases remain pending in the Superior Court of New Jersey, and one case in the Court of
Common Pleas of Cuyahoga County, Ohio, in which a Notice of Voluntary Dismissal Without Prejudice has been agreed
to between the parties. The allegations in these cases generally include design defect, manufacturing defect, failure to warn,
negligence, and punitive damages, and in some cases breach of express and implied warranties, misrepresentation, and loss
of consortium. The damages sought by the various plaintiffs include compensatory damages, including medical expenses,
lost wages or earning capacity, and loss of consortium. In addition, plaintiffs seek compensation for pain and suffering,
mental anguish anxiety and discomfort, physical impairment and loss of enjoyment of life. Plaintiffs also seek pre- and
post-judgment interest, exemplary and punitive damages, and attorneys’ fees.
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Additionally, two proposed class actions have been filed in Canada against the Company and various Johnson & Johnson
entities (one in the Supreme Court of British Columbia and one in the Superior Court of Quebec). The Company also
acquired the rights to the Shower to Shower® product in Canada from Johnson & Johnson in September 2012. In the
British Columbia matter, the plaintiff sought to certify a proposed class action on behalf of persons in British Columbia and
Canada who have purchased or used Johnson & Johnson’s Baby Powder or Shower to Shower®, including their estates,
executors and personal representatives, and is alleging that the use of this product increases certain health risks. On
November 7, 2020, the British Columbia court issued a judgment declining to certify a class as to the Company or Shower
to Shower®, and at this time no appeal of that judgment has been filed. In the Quebec matter, the plaintiff sought to certify
a proposed class action on behalf of persons in Quebec who have used Johnson & Johnson’s Baby Powder or Shower to
Shower®, as well as their family members, assigns and heirs, and is alleging negligence in failing to properly test, failing to
warn of health risks, and failing to remove the products from the market in a timely manner. A certification (also known as
authorization) hearing was held in the Quebec matter and the Court certified (or as stated under Quebec law, authorized)
the bringing of a class action by a representative plaintiff on behalf of people in Quebec who have used Johnson &
Johnson's Baby Powder and/or Shower to Shower® in their perineal area and have been diagnosed with ovarian cancer and/
or family members, assigns and heirs. The plaintiffs in these actions are seeking awards of general, special, compensatory
and punitive damages.
In accordance with the indemnification agreement, Johnson & Johnson will continue to vigorously defend the Company in
each of the remaining actions that are not voluntarily dismissed or subject to a grant of summary judgment.
General Civil Actions
California Proposition 65 Related Matters
On April 15, 2019, a plaintiff filed a pre-suit notice letter with the California Attorney General notifying the Attorney
General’s office of its intent to file suit after 60 days against the Company and certain of its subsidiaries, alleging they
committed violations of the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) by
manufacturing and distributing Shower to Shower® that they allege contained silica, arsenic, lead and chromium
(hexavalent compounds), which they allege are known to cause cancer and/or reproductive toxicity. That notice letter was
served on the Company on April 18, 2019.
On January 29, 2020, Plaintiff Jan Graham filed a lawsuit (Graham v. Bausch Health Companies, Inc., et al., Case No.
20STCV03578) in Los Angeles County Superior Court against the Company, Bausch Health US and several other
manufacturers, distributors and retailers of talcum powder products, alleging violations of Proposition 65 by manufacturing
and distributing talcum powder products containing chemicals listed under the statute, without a compliant warning on the
label. On January 29, 2021, certain defendants including the Company and Bausch Health US filed a Motion for Summary
Judgment or in the Alternative Motion for Summary Adjudication, which remains pending.
On June 19, 2019, plaintiffs filed a proposed class action in California state court against Bausch Health US and Johnson &
Johnson (Gutierrez, et al. v. Johnson & Johnson, et al., Case No. 37-2019-00025810-CU-NP-CTL), asserting claims for
purported violations of the California Consumer Legal Remedies Act, False Advertising Law and Unfair Competition Law
in connection with their sale of talcum powder products that the plaintiffs allege violated Proposition 65 and/or the
California Safe Cosmetics Act. This lawsuit was served on Bausch Health US in June 2019 and was subsequently removed
to the United States District Court for the Southern District of California. Plaintiffs seek damages, disgorgement of profits,
injunctive relief, and reimbursement/restitution. The Company filed a motion to dismiss plaintiffs’ claims, which was
granted in April 2020 without prejudice. In May 2020, plaintiffs filed an amended complaint and in June 2020, filed a
motion for leave to amend the complaint further, which was granted. In August 2020, plaintiffs filed the Fifth Amended
Complaint. On January 22, 2021, the Court granted the motion to dismiss on all claims and dismissed the case with
prejudice. On February 19, 2021, plaintiffs filed a Notice of Appeal with the Ninth Circuit Court of Appeals.
The Company and Bausch Health US dispute the claims against them and intend to defend each of these lawsuits
vigorously.
New Mexico Attorney General Consumer Protection Action
The Company and Bausch Health US were named in an action brought by State of New Mexico ex rel. Hector H. Balderas,
Attorney General of New Mexico, in the County of Santa Fe New Mexico First Judicial District Court (New Mexico ex rel.
Balderas v. Johnson & Johnson, et al., Civil Action No. D-101-CV-2020-00013, filed on January 2, 2020), alleging
consumer protection claims against Johnson & Johnson and Johnson & Johnson Consumer Companies, Inc., the Company
and Bausch Health US related to Shower to Shower® and its alleged causal link to mesothelioma and other cancers. In
April 2020, Bausch Health US filed a motion to dismiss, which in September 2020, the Court granted in part as to the New
Mexico Medicaid Fraud Act and New Mexico Fraud Against Taxpayers Act claims and denied as to all other claims. The
F-67
State of New Mexico brings claims against all defendants under the New Mexico Unfair Practices Act and other common
law and equitable causes of action, alleging defendants engaged in wrongful marketing, sale and promotion of talcum
powder products. The lawsuit seeks to recover the cost of the talcum powder products as well as the cost of treating
asbestos-related cancers allegedly caused by those products. Bausch Health US filed its Answer to the Complaint on
November 16, 2020. On December 30, 2020 Johnson & Johnson filed a Motion for Partial Judgment on the Pleadings and
on January 4, 2021, Bausch Health US filed a joinder to that motion, which remains pending.
The Company and Bausch Health US dispute the claims against them and intend to defend this lawsuit vigorously.
Doctors Allergy Formula Lawsuit
In April 2018, Doctors Allergy Formula, LLC (“Doctors Allergy”), filed a lawsuit against Bausch Health Americas in the
Supreme Court of the State of New York, County of New York, Index No. 651597/2018. Doctors Allergy asserts breach
of contract and related claims under a 2015 Asset Purchase Agreement, which purports to include milestone payments that
Doctors Allergy alleges should have been paid by Bausch Health Americas. Doctors Allergy claims its damages are not
less than $23 million. On June 14, 2018, Bausch Health Americas filed a motion to dismiss the complaint in part and a
motion to strike. On July 16, 2019 the court granted the Company's motion in part and dismissed Doctor's Allergy's fraud
and punitive damages claims. On August 28, 2019, the Company filed an Amended Answer and asserted Counterclaims
against Doctors Allergy alleging breach of the covenant of good faith and fair dealing and tortious interference with
contract. Bausch Health Americas disputes the claims against it and intends to vigorously defend against those claims and
enforce its rights as asserted in its Counterclaims.
Litigation with Former Salix CEO
On January 28, 2019, former Salix Ltd. CEO and director Carolyn Logan filed a lawsuit in the Delaware Court of
Chancery, Case No. 2019-0059, asserting claims for breach of contract and declaratory relief. The lawsuit arises out of the
contractual termination of approximately $30 million in unvested equity awards following the determination by the Salix
Ltd. Board of Directors that Logan intentionally engaged in wrongdoing that resulted, or would reasonably be expected to
result, in material harm to Salix Ltd., or to the business or reputation of Salix Ltd. Logan seeks the restoration of the
unvested equity awards and a declaration regarding certain rights related to indemnification. On June 19, 2019, the Court
entered an order staying the claim for declaratory relief pending the final resolution of the breach of contract claim. The
Company disputes the claims and intends to vigorously defend the matter.
Completed or Inactive Matters
The following matters have concluded, have settled, are the subject of an agreement to settle or have otherwise been closed
since January 1, 2020, have been inactive from the Company’s perspective for several quarters or the Company anticipates
that no further material activity will take place with respect thereto. Due to the closure, settlement, inactivity or change in
status of the matters referenced below, these matters will no longer appear in the Company's next public reports and
disclosures, unless required. With respect to inactive matters, to the extent material activity takes place in subsequent
quarters with respect thereto, the Company will provide updates as required or as deemed appropriate.
SEC Investigation
Beginning in November 2015, the Company received from the staff of the Los Angeles Regional Office of the SEC ("the
Staff") subpoenas for documents, as well as various document, testimony and interview requests, related to its investigation
of the Company, including requests concerning the Company's former relationship with Philidor Rx Services, LLC
("Philidor"), its accounting practices and policies, its public disclosures and other matters. On March 27, 2020, the Staff
issued a Wells Notice informing the Company that they had reached a preliminary determination to recommend that the
SEC bring charges against the Company for violating the federal securities laws as a result of SEC filings and other
statements made by Valeant and its former executives in 2014-2015 concerning Philidor, as well as other accounting and
disclosure matters, including the Company’s disclosure of certain price appreciation credits in 2015 - 2016. The Company
has entered into a settlement with the SEC that has resolved all allegations by the SEC against the Company. Under the
terms of the settlement, the Company neither admitted nor denied the SEC’s allegations and agreed to pay a $45 million
civil monetary penalty.
AMF Investigation
On April 12, 2016, the Company received a letter from the Autorité des marchés financiers (the “AMF”) requesting
documents concerning the work of the Company’s ad hoc committee of independent directors, the Company’s former
relationship with Philidor, the Company's accounting practices and policies and other matters. In July 2018, the Company
F-68
was advised by the AMF that it had issued a formal investigation order against it. On September 30, 2020, the AMF
confirmed that it had closed its investigation.
California Proposition 65 Related Matters
On February 11, 2019, plaintiffs filed a pre-suit notice letter with the California Attorney General notifying the Attorney
General’s office of their intent to file suit after 60 days against the Company and certain of its subsidiaries, alleging they
committed violations of Proposition 65 by manufacturing and distributing Shower to Shower® that they allege contained
talc contaminated with asbestos, a listed carcinogen. That notice letter was served on the Company on February 22, 2019.
By statute, a private lawsuit may not be filed until at least 60 days have passed following service of this pre-suit notice
letter. In April 2019, rather than filing a lawsuit against Bausch Health US, the plaintiffs moved for leave to amend their
complaint in a pending Proposition 65 lawsuit (Luna, et al. v. Johnson & Johnson, et al., case 2:18-cv-04830-GW-KS)
against Johnson & Johnson in federal court in California to add Bausch Health US as a defendant. Plaintiffs subsequently
filed a motion to dismiss the lawsuit without prejudice. The court dismissed the case without prejudice on December 18,
2019.
Contact Lens Antitrust Class Actions
Beginning in March 2015, a number of civil antitrust class action suits were filed by purchasers of contact lenses against
B&L Inc., three other contact lens manufacturers, and a contact lens distributor, alleging that the defendants engaged in an
anticompetitive scheme to eliminate price competition on certain contact lens lines through the use of unilateral pricing
policies, and alleging violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, and of various state antitrust and consumer
protection laws. These cases have been consolidated in the Middle District of Florida by the Judicial Panel for Multidistrict
Litigation, under the caption In re Disposable Contact Lens Antitrust Litigation, Case No. 3:15-md-02626-HES-JRK. On
August 19, 2019, B&L Inc. entered into a settlement, subject to court approval, by which it agreed to pay $10 million to
fully and finally resolve plaintiffs’ class claims against B&L Inc. in the case. On October 8, 2019, the settlement
agreement was preliminarily approved by the court. A final fairness hearing regarding the settlement was held on February
25, 2020. On March 4, 2020, the Court granted final approval of the settlement agreement in all respects and dismissed the
case with prejudice as to B&L Inc., except as to any claim by persons who validly and timely requested exclusion from the
settlement classes.
Mississippi Attorney General Consumer Protection Action
The Company and Bausch Health US were named in an action brought by James Hood, Attorney General of Mississippi, in
the Chancery Court of the First Judicial District of Hinds County, Mississippi (Hood ex rel. State of Mississippi, Civil
Action No. G2014-1207013, filed on August 22, 2014), alleging consumer protection claims against Johnson & Johnson
and Johnson & Johnson Consumer Companies, Inc., the Company and Bausch Health US related to the Shower to Shower®
body powder product and its alleged causal link to ovarian cancer. As indicated above, the Company acquired the Shower
to Shower® body powder product in September 2012 from Johnson & Johnson. The State sought compensatory damages,
punitive damages, injunctive relief requiring warnings for talc-containing products, removal from the market of products
that fail to warn, and to prevent the continued violation of the Mississippi Consumer Protection Act. The State also sought
disgorgement of profits from the sale of the product and civil penalties. The State did not make specific allegations as to the
Company or Bausch Health US. The Company and Bausch Health US agreed to resolve this litigation pursuant to a
settlement agreement with the State of Mississippi for a non-material amount. On January 8, 2020, an order of dismissal
with prejudice was entered by the Court.
Investigation by the State of Texas
On May 27, 2014, the State of Texas served Bausch & Lomb Incorporated (“B&L Inc.”) with a Civil Investigative Demand
(“CID”) concerning various price reporting matters relating to the State's Medicaid program and the amounts the State paid
in reimbursement for B&L products for the period from 1995 to the date of the CID. B&L Inc. and the State agreed to
settle the matter for $10 million. The Company made the payment on April 1, 2020. On July 1, 2020, the State moved to
dismiss the case by filing a notice that it was taking a nonsuit, with prejudice to refiling, effective immediately.
21. COMMITMENTS AND CONTINGENCIES
The Company has commitments related to capital expenditures of approximately $54 million as of December 31, 2020.
Under certain agreements, the Company may be required to make payments contingent upon the achievement of specific
developmental, regulatory, or commercial milestones. As of December 31, 2020, the Company believes it is reasonably
possible that it may potentially make milestone and license fee payments, including sales-based milestone payments, of
F-69
approximately $360 million over time, in the aggregate, to third parties for products currently under development or being
marketed, primarily consisting of the following:
•
•
•
•
•
•
Under the terms of a June 2013 distribution and supply agreement with Mylan Pharmaceuticals Inc. (as assignee of
Spear Pharmaceuticals, Inc and Spear Dermatology Products Inc.), the Company may be required to make sales-based
milestone payments. The Company believes it is reasonably possible that these payments over time may approximate
$70 million, in the aggregate.
Under the terms of an April 2019 agreement with Mitsubishi Tanabe Pharma Corporation, the Company has acquired
an exclusive license to develop and commercialize MT-1303 (amiselimod), a late-stage oral compound that targets the
sphingosine 1-phosphate (S1P) receptor that plays a role in autoimmune diseases, such as Inflammatory Bowel
Disease and ulcerative colitis. The Company may be required to make development and sales-based milestone
payments over time of up to $60 million, in the aggregate, as well as royalties on future sales.
Under the terms of a December 2019 agreement with Novaliq GmbH, the Company has acquired an exclusive license
for the commercialization and development in the U.S. and Canada of NOV03 (perfluorohexyloctane), an
investigational drug to treat Dry Eye Disease associated with Meibomian gland dysfunction and may be required to
make sales-based milestone payments. The Company believes it is reasonably possible that these payments over time
may approximate $45 million, in the aggregate, as well as royalties on future sales.
Under the terms of a November 2019 agreement with Cedars-Sinai Medical Center, to evaluate a new formulation of
rifaximin for the treatment of irritable bowel syndrome, the Company may be required to make development and sales-
based milestone payments. The Company believes it is reasonably possible that these payments over time may
approximate $36 million, in the aggregate.
Under the terms of an October 2020 agreement with Eyenovia, Inc., the Company has acquired an exclusive license in
the United States and Canada for the development and commercialization of an investigational microdose formulation
of atropine ophthalmic solution, which is being investigated for the reduction of pediatric myopia progression, also
known as nearsightedness, in children ages 3-12. Under the terms of the agreement, the Company may be required to
make development and sales-based milestone payments. The Company believes it is reasonably possible that these
payments over time may approximate $35 million, in the aggregate.
Under the terms of a May 2020 agreement with STADA Arzneimittel AG and its development partner, Xbrane
Biopharma AB, to commercialize in the United States and Canada a biosimilar candidate to Lucentis (ranibizumab),
the Company may be required to make development and sales-based milestone payments.
In addition, under the terms of a September 2020 agreement with Allegro, the Company may be required to make a
payment of $40 million should Allegro raise additional funding. This amount is excluded from the milestone and license
fee payments disclosed above. See Note 3, "ACQUISITIONS, LICENSING AGREEMENTS AND ASSETS HELD FOR
SALE" for additional details regarding this agreement.
On February 27, 2018, the Company announced that it entered into an exclusive license agreement with Kaken
Pharmaceutical Co., Ltd. ("Kaken") to develop and commercialize a new chemical entity, IDP-131 (KP-470), for the
topical treatment of psoriasis. An early proof of concept study has been completed and the results did not meet
expectations. As a result, the Company and Kaken have terminated the license agreement.
Due to the nature of these arrangements, the future potential payments related to the attainment of the specified milestones
over a period of several years are inherently uncertain. As of December 31, 2020, no accruals related to the aforementioned
agreements exist because the milestone targets are not yet probable of being achieved.
Indemnification Provisions
In the normal course of business, the Company enters into agreements that include indemnification provisions for product
liability and other matters. These provisions are generally subject to maximum amounts, specified claim periods and other
conditions and limits. In addition, the Company is obligated to indemnify its officers and directors in respect of any legal
claims or actions initiated against them in their capacity as officers and directors of the Company in accordance with
applicable law. Pursuant to such indemnities, the Company is indemnifying certain former officers and directors in respect
of certain litigation and regulatory matters. As of December 31, 2020 and 2019, no material amounts were accrued for the
Company’s obligations under these indemnification provisions.
F-70
22. SEGMENT INFORMATION
Reportable Segments
The Company’s CEO, who is the Company’s Chief Operating Decision Maker, manages the business through operating
and reportable segments consistent with how the Company’s CEO: (i) assesses operating performance on a regular basis,
(ii) makes resource allocation decisions and (iii) designates responsibilities of his direct reports. The Company operates in
the following reportable segments: (i) Bausch + Lomb/International segment, (ii) Salix segment, (iii) Ortho Dermatologics
segment and (iv) Diversified Products segment.
The following is a brief description of the Company’s segments:
•
•
•
•
The Bausch + Lomb/International segment consists of: (i) sales in the U.S. of pharmaceutical products, OTC
products and medical device products, primarily comprised of Bausch + Lomb products, with a focus on the Vision
Care, Surgical, Consumer and Ophthalmology Rx products and (ii) with the exception of sales of Solta products, sales
in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products,
branded generic pharmaceutical products, OTC products, medical device products and Bausch + Lomb products.
The Salix segment consists of sales in the U.S. of GI products.
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products
and (ii) global sales of Solta medical aesthetic devices.
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of
neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products.
Effective in the first quarter of 2019, one product historically included in the reported results of the Ortho Dermatologics
business unit in the Ortho Dermatologics segment is now included in the reported results of the Generics business unit in
the Diversified Products segment and another product historically included in the reported results of the Ortho
Dermatologics business unit in the Ortho Dermatologics segment is now included in the reported results of the Dentistry
business unit in the Diversified Products segment as management believes the products better align with the new respective
business units. These changes in product alignment are not material. Prior period presentations of business unit and
segment revenues and profits have been conformed to current segment and business unit reporting structures.
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as
Amortization of intangible assets, Asset impairments, including loss on assets held for sale, Restructuring, integration and
separation costs, Acquisition-related contingent consideration costs and Other expense (income), net, are not included in
the measure of segment profit, as management excludes these items in assessing segment financial performance.
Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the
Company’s businesses and incurs certain expenses, gains and losses related to the overall management of the Company,
which are not allocated to the other business segments. In assessing segment performance and managing operations,
management does not review segment assets. Furthermore, a portion of share-based compensation is considered a corporate
cost, since the amount of such expense depends on company-wide performance rather than the operating performance of
any single segment.
In connection with the planned separation of its eye-health business into an independent publicly traded entity from the
remainder of Bausch Health Companies Inc., the Company has begun addressing the internal organizational design and
structure of the new entity, which it anticipates having substantially complete by late 2021. As of the date of the issuance of
these financial statements, these matters are in the planning phase. In connection with the Separation, the Company expects
to realign and begin managing its operations in a manner consistent with the organizational structure of the two separate
entities as proposed by the Separation during the first quarter of 2021. Accordingly, the Company expects to begin
reporting under the following reporting segments on a retrospective basis beginning with its first quarter of 2021: Bausch +
Lomb, International Rx, Salix, Ortho Dermatologics and Diversified Products.
F-71
Segment Revenues and Profit
Segment revenues and profits for the years 2020, 2019 and 2018 were as follows:
(in millions)
Revenues:
Bausch + Lomb/International
Salix
Ortho Dermatologics
Diversified Products
Total revenues
Segment profit:
Bausch + Lomb/International
Salix
Ortho Dermatologics
Diversified Products
Total segment profit
Corporate
Amortization of intangible assets
Goodwill impairments
Asset impairments, including loss on assets held for sale
Restructuring, integration and separation costs
Acquisition-related contingent consideration
Other (expense) income, net
Operating income (loss)
Interest income
Interest expense
Loss on extinguishment of debt
Foreign exchange and other
Loss before benefit from income taxes
Capital Expenditures
Capital expenditures by segment for the years 2020, 2019 and 2018 were as follows:
(in millions)
Capital expenditures:
Bausch + Lomb/International
Salix
Ortho Dermatologics
Diversified Products
Corporate
Total capital expenditures
F-72
2020
2019
2018
$ 4,408
1,904
553
1,162
$ 8,027
$ 4,739
2,022
565
1,275
$ 8,601
$ 1,159
1,338
$ 1,332
1,349
233
848
222
932
3,578
3,835
$ 4,664
1,749
617
1,350
$ 8,380
$ 1,330
1,149
257
1,012
3,748
(619)
(609)
(605)
(1,645)
(1,897)
(2,644)
—
(114)
(22)
(48)
—
(75)
(31)
(12)
(454)
(1,414)
(2,322)
(568)
(22)
9
20
676
13
(203)
(2,384)
12
11
(1,534)
(1,612)
(1,685)
(59)
(30)
(42)
8
(119)
23
$
(934)
$ (1,837)
$ (4,154)
2020
2019
2018
$
282
$
225
$
139
3
2
2
289
13
2
1
2
230
40
2
1
2
144
13
$
302
$
270
$
157
Revenues by Product and by Product Category
Revenues for the Company's top ten products for the years 2020, 2019 and 2018 represented 41%, 39% and 36% of total
product sales, respectively. Revenues by segment and product category were as follows:
(in millions)
Bausch + Lomb/
International
2020
2019
2018
2020
Salix
2019
Ortho
Dermatologics
Diversified Products
2018
2020
2019
2018
2020
2019
2018
2020
Total
2019
2018
Pharmaceuticals $ 759 $ 885 $ 892
$ 1,899 $ 2,022 $ 1,752
$ 279 $ 355 $ 457
$ 741 $ 810 $ 927
$ 3,678 $ 4,072 $ 4,028
Devices
OTC
Branded and
Other Generics
1,313
1,524
1,505
—
—
—
253
193
135
—
—
—
1,566
1,717
1,640
1,432
1,452
1,412
—
—
—
—
—
—
—
—
—
1,432
1,452
1,412
838
801
784
—
—
—
—
—
—
410
447
407
1,248
1,248
1,191
Other revenues
66
77
71
5
—
(3)
21
17
25
11
18
16
103
112
109
$ 4,408 $ 4,739 $ 4,664
$ 1,904 $ 2,022 $ 1,749
$ 553 $ 565 $ 617
$ 1,162 $ 1,275 $ 1,350
$ 8,027 $ 8,601 $ 8,380
Geographic Information
Revenues are attributed to a geographic region based on the location of the customer for the years 2020, 2019 and 2018
were as follows:
(in millions)
U.S. and Puerto Rico
China
Canada
Egypt
Poland
Japan
Mexico
France
Germany
Russia
United Kingdom
Spain
Other
2020
2019
2018
$ 4,791
$ 5,164
$ 5,011
341
331
243
238
226
225
179
144
137
86
78
368
339
218
231
241
228
201
150
180
115
86
361
319
178
218
226
211
205
170
154
117
83
1,008
$ 8,027
1,080
$ 8,601
1,127
$ 8,380
Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, are attributed to geographic
regions based on their physical location as of December 31, 2020 and 2019 were as follows:
(in millions)
U.S. and Puerto Rico
Ireland
Canada
Poland
Germany
Mexico
France
China
Serbia
Italy
Other
F-73
2020
2019
$
$
725
328
110
83
80
49
34
31
30
23
74
656
255
103
90
68
50
30
27
27
22
138
$ 1,567
$ 1,466
Major Customers
Customers that accounted for 10% or more of total revenues were as follows:
McKesson Corporation
AmerisourceBergen Corporation
Cardinal Health, Inc.
2020
17%
17%
13%
2019
17%
16%
14%
2018
18%
18%
13%
F-74
Selected unaudited quarterly consolidated financial data are shown below:
SUPPLEMENTARY DATA (UNAUDITED)
2020
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 2,012
$ 1,664
$ 2,138
$ 2,213
(in millions, except per share amounts)
Revenue
Expenses
Operating income (loss)
Net (loss) income attributable to Bausch Health Companies Inc.
1,764
248
(152)
$
$
1,691
(27)
(326)
$
$
Basic and Diluted (loss) earnings per share attributable to Bausch
Health Companies Inc.
$
(0.43)
$
(0.92)
Net cash provided by operating activities
$
261
$
200
1,678
460
71
2,218
(5)
(153)
$
$
0.20
$
(0.43)
256
$
394
$
$
$
$
(in millions, except per share amounts)
Revenue
Expenses
Operating income (loss)
Net loss attributable to Bausch Health Companies Inc.
2019
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 2,016
$ 2,152
$ 2,209
$ 2,224
1,729
287
(52)
$
$
1,895
257
(171)
$
$
$
$
1,880
3,300
329
$ (1,076)
(49)
$ (1,516)
Basic and Diluted loss per share attributable to Bausch Health
Companies Inc.
$
(0.15)
$
(0.49)
$
(0.14)
$
(4.30)
Net cash provided by operating activities
$
413
$
339
$
515
$
234
F-75
Exhibit 21.1
Subsidiary Information
As of February 24, 2021
Company
Bausch & Lomb Argentina S.R.L.
Waicon Vision S.A.
Bausch & Lomb (Australia) Pty Limited
Bausch Health Australia Pty Limited
Wirra Holdings Pty Limited
Bausch & Lomb Gesellschaft m.b.H.
Bausch Health Closed Joint-Stock Company
Bausch & Lomb Pharma S.A.
PharmaSwiss BH Društvo za trgovinu na veliko
d.o.o. Sarajevo
BL Importações Ltda.
BL Indústria Ótica Ltda.
0909657 B.C. Ltd.
1261229 B.C. Ltd.
PharmaSwiss EOOD
12279282 Canada Ltd.
12279967 Canada Ltd.
12283778 Canada Ltd.
Bausch Health, Canada Inc./ Santé Bausch,
Canada Inc.
Valeant Canada GP Limited/ Commandité
Valeant Canada Limitée
Valeant Canada Limited / Valeant Canada
Limitée
Valeant Canada S.E.C./Valeant Canada LP
V-BAC Holding Corp.
9079-8851 Quebec Inc.
Jurisdiction of
Incorporation
Argentina
Doing Business As
Bausch & Lomb Argentina S.R.L.
Argentina
Waicon Vision S.A.
Australia
Australia
Australia
Austria
Belarus
Belgium
Bosnia
Brazil
Brazil
British Columbia
(Canada)
British Columbia
(Canada)
Bulgaria
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Bausch & Lomb (Australia) Pty Limited
Bausch Health Australia Pty Limited
Wirra Holdings Pty Limited
Bausch & Lomb GmbH
Bausch Health CJSC
Bausch & Lomb Pharma S.A.
PharmaSwiss BH d.o.o. Sarajevo
BL Importações Ltda.
BL Indústria Ótica Ltda.
0909657 B.C. Ltd.
1261229 B.C. Ltd.
PharmaSwiss EOOD
12279282 Canada Ltd.
12279967 Canada Ltd.
12283778 Canada Ltd.
Bausch Health, Canada Inc. / Santé Bausch,
Canada Inc.
Valeant Canada GP Limited/ Commandité Valeant
Canada Limitée
Valeant Canada Limited / Valeant Canada Limitée
Valeant Canada S.E.C./Valeant Canada LP
V-BAC Holding Corp.
Quebec (Canada)
9079-8851 Quebec Inc.
Mercury (Cayman) Holdings
Cayman Islands
Mercury (Cayman) Holdings
Bausch & Lomb (Shanghai) Trading Co., Ltd.
Beijing Bausch & Lomb Eyecare Co., Ltd.
Shandong Bausch & Lomb Freda New Packing
Materials Co., Ltd.
Shandong Bausch & Lomb Freda Pharmaceutical
Co., Ltd.
Solta (Shanghai) Health Management Co., Ltd.
Cambridge Pharmaceutical S.A.S.
Farmatech S.A.
Humax Pharmaceutical S.A.
PharmaSwiss društvo s ograničenom
odgovornošću za trgovinu i usluge
PharmaSwiss Ceská republika s.r.o.
Amoun Distribution LLC
Amoun Pharmaceutical Company S.A.E.
China
China
China
China
China
Colombia
Colombia
Colombia
Croatia
Czech Republic
Egypt
Egypt
Bausch & Lomb (Shanghai) Trading Co., Ltd.
Beijing Bausch & Lomb Eyecare Co., Ltd.
Shandong Bausch & Lomb Freda New Packing
Materials Co., Ltd.
Shandong Bausch & Lomb Freda Pharmaceutical
Co., Ltd.
Solta (Shanghai) Health Management Co., Ltd.
Cambridge Pharmaceutical S.A.S.
Farmatech S.A.
Humax Pharmaceutical S.A.
PharmaSwiss društvo s ograničenom odgovornošću
za trgovinu i usluge
PharmaSwiss Ceská republika s.r.o.
Amoun Distribution LLC
Amoun Pharmaceutical Company S.A.E.
ICN Egypt LLC
PharmaSwiss Eesti OÜ
Bausch & Lomb France S.A.S.
Laboratoire Chauvin S.A.S.
Bausch & Lomb GmbH
B L E P Holding GmbH
Dr. Gerhard Mann chem.-pharm. Fabrik
Gesellschaft mit beschränkter Haftung
Dr. Robert Winzer Pharma GmbH
Grundstücksverwaltungsgesellschaft Dr.Gerhard
Mann chem.- pharm. Fabrik GmbH
Pharmaplast Vertriebsgesellschaft mbH
Technolas Perfect Vision GmbH
Bausch Health Hellas Single-Member
Pharmaceuticals Société Anonyme
Bausch & Lomb (Hong Kong) Limited
Sino Concept Technology Limited
Bausch Health Magyarország Korlátolt
Felelõsségû Társaság
Bausch & Lomb India Private Limited
PT Bausch Lomb Indonesia
Bausch + Lomb Ireland Limited
Bausch Health HoldCo Limited
Bausch Health Ireland Limited
Oceana Therapeutics Limited
Valeant Holdings Ireland
Bausch & Lomb-IOM S.p.A.
B.L.J. Company Limited
Bausch & Lomb (Jersey) Limited
Bausch Health LLP
Bausch & Lomb Korea Co., Ltd.
Bausch Health Korea Co., Limited
Bescon Co., Ltd.
UAB PharmaSwiss
Bausch & Lomb Luxembourg S.à r.l.
Valeant Finance Luxembourg S.à r.l.
Egypt
Estonia
France
France
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Greece
ICN Egypt LLC
PharmaSwiss Eesti OÜ
Bausch & Lomb France S.A.S.
Laboratoire Chauvin S.A.S.
Bausch & Lomb GmbH
B L E P Holding GmbH
Dr. Gerhard Mann chem.-pharm. Fabrik GmbH
Dr. Robert Winzer Pharma GmbH
Grundstücksverwaltungsgesellschaft Dr.Gerhard
Mann chem.- pharm. Fabrik GmbH
Pharmaplast Vertriebsgesellschaft mbH
Technolas Perfect Vision GmbH
Bausch Health Hellas
Hong Kong
Hong Kong
Hungary
India
Bausch & Lomb (Hong Kong) Limited
Sino Concept Technology Limited
Bausch Health Magyarország Korlátolt Felelõsségû
Társaság
Bausch & Lomb India Private Limited
Indonesia
PT Bausch Lomb Indonesia
Ireland
Ireland
Ireland
Ireland
Ireland
Italy
Japan
Jersey
Bausch + Lomb Ireland Limited
Bausch Health HoldCo Limited
Bausch Health Ireland Limited
Oceana Therapeutics Limited
Valeant Holdings Ireland
Bausch & Lomb-IOM S.p.A.
B.L.J. Company Limited
Bausch & Lomb (Jersey) Limited
Kazakhstan
Bausch Health LLP
Korea
Korea
Korea
Bausch & Lomb Korea Co., Ltd.
Bausch Health Korea Co., Limited
Bescon Co., Ltd.
Lithuania
UAB PharmaSwiss
Luxembourg
Bausch & Lomb Luxembourg S.à r.l.
Luxembourg
Valeant Finance Luxembourg S.à r.l.
Valeant Pharmaceuticals Luxembourg S.à r.l.
Luxembourg
Valeant Pharmaceuticals Luxembourg S.à r.l.
Bausch & Lomb (Malaysia) Sdn. Bhd.
Bausch & Lomb México, S.A. de C.V.
Laboratorios Fedal, S.A.
Laboratorios Grossman, S.A.
Nysco de México, S.A. de C.V.
Tecnofarma, S.A. de C.V.
Valeant Servicios y Administración, S. de R.L. de
C.V.
Bausch Health Netherlands
Bausch+Lomb OPS B.V.
Natur Produkt Europe B.V.
Bausch+Lomb Netherlands B.V.
Malaysia
Bausch & Lomb (Malaysia) Sdn. Bhd.
Mexico
Mexico
Mexico
Mexico
Mexico
Mexico
Netherlands
Netherlands
Netherlands
Netherlands
Bausch & Lomb México, S.A. de C.V.
Laboratorios Fedal, S.A.
Laboratorios Grossman, S.A.
Nysco de México, S.A. de C.V.
Tecnofarma, S.A. de C.V.
Valeant Servicios y Administración, S. de R.L. de
C.V.
Bausch Health Netherlands
Bausch+Lomb OPS B.V.
Natur Produkt Europe B.V.
Bausch+Lomb Netherlands B.V.
Bausch & Lomb (New Zealand) Limited
New Zealand
Bausch & Lomb (New Zealand) Limited
Valeant Farmacéutica Panamá, S.A.
Bausch Health Perú S.R.L.
Bausch & Lomb Philippines Inc.
Bausch Health Poland spółka z ograniczoną
Emo-Farm spółka z ograniczoną
odpowiedzialnością
ICN Polfa Rzeszow Spółka Akcyjna
Przedsiebiorstwo Farmaceutyczne Jelfa Spółka
Akcyjna
Valeant Med spółka z ograniczoną
odpowiedzialnością
Valeant spółka z ograniczoną odpowiedzialnością
Europe spółka jawna
Amoun Pharmaceutical Romania SRL
Bausch Health Romania SRL (f/k/a S.C. Valeant
Pharma SRL)
Bausch Health Limited Liability Company
CJSC Natur Produkt International
PharmaSwiss doo preduzeće za proizvodnju,
unutrašnju, spoljnu trgovinu i zastupanje Beograd
Bausch & Lomb (Singapore) Private Limited
Technolas Singapore Pte. Ltd.
Bausch Health Slovakia s.r.o.
PharmaSwiss, trgovsko in proizvodno podjetje,
d.o.o.
Bausch & Lomb (South Africa) (Pty) Ltd
Soflens (Pty) Ltd
Bausch & Lomb S.A.
Bausch & Lomb Nordic Aktiebolag
Bausch & Lomb Swiss AG
PharmaSwiss SA
Bausch & Lomb Taiwan Limited
Bausch & Lomb (Thailand) Limited
Bausch & Lomb Sağlik ve Optik Ürünleri Ticaret
Anonim Şirketi
Bausch Health Limited Liability Company
Medpharma Pharmaceutical & Chemical
Industries LLC
Bausch Health Trading DWC-LLC
Panama
Peru
Valeant Farmacéutica Panamá, S.A.
Bausch Health Perú S.R.L.
Philippines
Bausch & Lomb Philippines Inc.
Poland
Poland
Poland
Poland
Bausch Health Poland sp.z o.o.
Emo-Farm sp. z o.o.
ICN Polfa Rzeszow SA
Przedsiebiorstwo Farmaceutyczne Jelfa SA
Poland
Valeant Med sp. z o.o.
Poland
Valeant sp. z o.o. Europe sp. j.
Romania
Romania
Russia
Russia
Serbia
Singapore
Singapore
Slovakia
Slovenia
Amoun Pharmaceutical Romania SRL
Bausch Health Romania SRL (f/k/a Valeant
Pharma SRL)
Bausch Health LLC
CJSC Natur Produkt International
PharmaSwiss doo, Beograd
Bausch & Lomb (Singapore) Private Limited
Technolas Singapore Pte. Ltd.
Bausch Health Slovakia s.r.o.
PharmaSwiss d.o.o.
South Africa
Bausch & Lomb (South Africa) (Pty) Ltd
South Africa
Soflens (Pty) Ltd
Spain
Sweden
Switzerland
Switzerland
Taiwan
Thailand
Turkey
Ukraine
UAE
Bausch & Lomb S.A.
Bausch & Lomb Nordic AB
Bausch & Lomb Swiss AG
PharmaSwiss SA
Bausch & Lomb Taiwan Limited
Bausch & Lomb (Thailand) Limited
Bausch & Lomb Sağlik ve Optik Ürünleri Tic.Ş.Þ
Bausch Health Limited Liability Company
Medpharma Pharma & Chem Ind LLC
UAE
Bausch Health Trading DWC-LLC
Bausch & Lomb U.K. Limited
United Kingdom
Bausch & Lomb U.K. Limited
Sterimedix Limited
Salix Pharmaceuticals, Inc.
Visioncare Devices, Inc.
Audrey Enterprise, LLC
Bausch & Lomb Americas Inc.
Bausch & Lomb South Asia, Inc.
Bausch Foundation, LLC
Bausch Health Americas, Inc.
Bausch Health US, LLC
Eye Essentials LLC
United Kingdom
Sterimedix Limited
California (US)
Salix Pharmaceuticals, Inc.
California (US)
Visioncare Devices, Inc.
Delaware (US)
Audrey Enterprise, LLC
Delaware (US)
Bausch & Lomb Americas Inc.
Delaware (US)
Bausch & Lomb South Asia, Inc.
Delaware (US)
Bausch Foundation, LLC
Delaware (US)
Bausch Health Americas, Inc.
Delaware (US)
Bausch Health US, LLC
Delaware (US)
Eye Essentials LLC
Medicis Pharmaceutical Corporation
Delaware (US)
Medicis Pharmaceutical Corporation
Oceanside Pharmaceuticals, Inc.
OraPharma, Inc.
PreCision Dermatology, Inc.
Salix Pharmaceuticals, Ltd.
Santarus, Inc.
Solta Medical, Inc.
Synergetics IP, Inc.
Unilens Corp. USA
Delaware (US)
Delaware (US)
Oceanside Pharmaceuticals, Inc.
OraPharma, Inc.
Delaware (US)
PreCision Dermatology, Inc.
Delaware (US)
Salix Pharmaceuticals, Ltd.
Delaware (US)
Santarus, Inc.
Delaware (US)
Solta Medical, Inc.
Delaware (US)
Synergetics IP, Inc.
Delaware (US)
Unilens Corp. USA
Unilens Vision Sciences Inc.
Delaware (US)
Unilens Vision Sciences Inc.
VRX Holdco LLC
Synergetics, Inc.
Alden Optical Laboratories, Inc.
Bausch & Lomb Incorporated
Delaware (US)
VRX Holdco LLC
Missouri (US)
Synergetics, Inc.
New York (US)
Alden Optical Laboratories, Inc.
New York (US)
Bausch & Lomb Incorporated
In accordance with the instructions of Item 601 of Regulation S-K, certain subsidiaries are omitted from the foregoing table.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-223388)
and S-8 (Nos. 333-238084, 333-226786, 333-196120, 333-176205, 333-168254, 333-168629, and 333-138697 as
amended, where applicable) of Bausch Health Companies Inc. of our report dated February 24, 2021 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23.1
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 24, 2021
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Joseph C. Papa, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Bausch Health Companies Inc. (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the
periods presented in this report;
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the Company's internal control over financial reporting that occurred
during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control
over financial reporting; and
5.
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons
performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize
and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company's internal control over financial reporting.
Date: February 24, 2021
/s/ JOSEPH C. PAPA
Joseph C. Papa
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Paul S. Herendeen, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Bausch Health Companies Inc. (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the
periods presented in this report;
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the Company's internal control over financial reporting that occurred
during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control
over financial reporting; and
5.
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons
performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize
and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company's internal control over financial reporting.
Date: February 24, 2021
/s/ PAUL S. HERENDEEN
Paul S. Herendeen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. § 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
I, Joseph C. Papa, Chairman of the Board and Chief Executive Officer of Bausch Health Companies Inc. (the “Company”),
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:
1.
2.
The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”)
fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Date: February 24, 2021
/s/ JOSEPH C. PAPA
Joseph C. Papa
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it
by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. § 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
I, Paul S. Herendeen, Executive Vice President and Chief Financial Officer of Bausch Health Companies Inc. (the “Company”),
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
my knowledge:
1.
2.
The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”)
fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Date: February 24, 2021
/s/ PAUL S. HERENDEEN
Paul S. Herendeen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it
by reference.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.
B A U S C H H E A LT H C O M PA N I E S I N C .
CORPORATE
INFORMATION
BOARD OF DIRECTORS
E XECUTI VE OFFICERS
Joseph C. Papa
Chairman of the Board and
Chief Executive Officer
Christina M. Ackermann
Executive Vice President, General Counsel
and Head of Commercial Operations
Thomas J. Appio
President & Co-Head,
Bausch + Lomb/International
Joseph F. Gordon
President & Co-Head,
Bausch + Lomb/International
Paul S. Herendeen
Executive Vice President
and Chief Financial Officer
Robert Spurr
President, Salix
SENIOR MANAGEMENT
Dennis Asharin
Senior Vice President, Chief Global
Manufacturing and Supply Chain Officer
Jeff Hartness
Senior Vice President, Market Access
Scott Hirsch
Senior Vice President, Chief Business
Strategy Officer & General Manager,
Orapharma
Barbara Purcell
President, Diversified Products
Dr. Tage Ramakrishna
Chief Medical Officer, President of
Research and Development
Kelly Webber
Senior Vice President and
Chief Human Resources Officer
Dr. Louis Yu
Chief Quality Officer, Global Quality
Joseph C. Papa
Chairman of the Board and
Chief Executive Officer
Bausch Health Companies Inc.
Thomas W. Ross, Sr.
President and Director, The Volcker Alliance
Lead Independent Director
Committees: Audit and Risk, Nominating
and Corporate Governance
Richard U. De Schutter
President and Owner, L.B. Gemini, Inc.
Committees: Finance and Transactions,
Talent and Compensation
D. Robert Hale
Partner, ValueAct Capital Management, L.P.
Committees: Finance and Transactions
(Chairperson), Talent and Compensation
Brett Icahn
Portfolio Manager, Icahn Capital LP
Committees: Finance and Transactions
Argeris (Jerry) N. Karabelas
Partner, Apple Tree Partners
Committees: Talent and Compensation
(Chairperson), Science and Technology
Sarah B. Kavanagh
Corporate Director
Committees: Audit and Risk, Finance and
Transactions, Nominating and Corporate
Governance
Steven D. Miller
Portfolio Manager, Icahn Capital LP
Committees: Finance and Transactions
John A. Paulson
President and Owner, Paulson & Co, Inc.
Committees: Finance and Transactions
Robert N. Power
Corporate Director
Committees: Nominating and Corporate
Governance (Chairperson), Audit and Risk,
Science and Technology
Russel C. Robertson
Corporate Director
Committees: Audit and Risk (Chairperson),
Nominating and Corporate Governance
Andrew C. von Eschenbach, M.D.
President, Samaritan Health Initiatives, Inc.
Committees: Science and Technology
(Chairperson)
Dr. Amy Wechsler
Dermatologist and owner,
Amy Wechsler MD, PC
Committees: Talent and Compensation,
Science and Technology
Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com
CORPOR ATE INFORMATION
2150 St. Elzéar Blvd. West
Laval, Quebec H7L 4A8
Canada
Phone: 800-361-1448
514-744-6792
514-744-6272
Fax:
GENER AL INVESTOR REL ATIONS
Email: ir@bauschhealth.com
877-281-6642
514-856-3855 (Canada)
FOR MEDI A INQUIRIES
Lainie Keller, Vice President,
Corporate Communications
Email: lainie.keller@bauschhealth.com
908-927-0617
You may request a copy of documents, at
no cost, by contacting ir@bauschhealth.
com. Email updates are also available
through the Investor Relations page at
www.bauschhealth.com.
TR ANSFER AGENT AND REGISTR AR
Bausch Health Companies Inc.’s
designated transfer agent is AST Trust
Company (Canada). The transfer agent is
responsible for maintaining all records of
registered stockholders (including change
of address, telephone number and name),
canceling or issuing stock certificates and
resolving problems related to lost,
destroyed or stolen certificates. If you are
a registered stockholder of Bausch Health
Companies Inc. and need to change your
records pertaining to stock, please
contact the transfer agent listed below:
AST Trust Company (Canada)
P.O. Box 700
Station B
Montreal, QC H3B 3K3
Canada
Email: inquiries@astfinancial.com
Fax: 888-249-6189
Phone (for all security transfer inquiries):
1-800-387-0825 or 416-682-3860
Website: www.astfinancial.com/ca-en
2150 St. Elzéar Blvd. West
Laval, Quebec H7L 4A8
Canada
(800) 361-1448
www.bauschhealth.com