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Bausch Health Companies Inc.
−Removed: (“we”, “us”, “our”, the “Company” or “Bausch Health”) is a global, diversified specialty pharmaceutical and medical device company that develops, manufactures and markets, primarily in the therapeutic areas of gastroenterology (“GI”), hepatology, neurology and dermatology, a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and aesthetic medical devices and, through its approximately 88% ownership of Bausch + Lomb Corporation (“Bausch + Lomb”), branded, and branded generic pharmaceuticals, OTC products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment) in the therapeutic area of eye health.
+Added: (“we”, “us”, “our”, the “Company” or “Bausch Health”) is a global, diversified specialty pharmaceutical and medical device company that develops, manufactures and markets, primarily in the therapeutic areas of gastroenterology (“GI”), hepatology, neurology and dermatology, a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and aesthetic medical devices and, through our approximately 88% ownership of Bausch + Lomb Corporation (“Bausch + Lomb” or “B+L”), branded, and branded generic pharmaceuticals, OTC products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment) in the therapeutic areas of eye health.
The Company’s products are marketed directly or indirectly in approximately 90 countries.
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of GI products.
−Removed: Sales of the Xifaxan ® product line represented approximately 80% of Salix segment revenues.
+Added: Sales of the Xifaxan ® product line currently represent approximately 85% of the Salix segment revenues.
• The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta Medical aesthetic medical devices, outside the U.S and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical products and OTC products.
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Separation of the Bausch + Lomb Eye Health Business
−Removed: On August 6, 2020, we announced our plan to separate our eye health business consisting of our Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals (formerly known as Ophthalmic Pharmaceuticals) businesses into an independent publicly traded entity, Bausch + Lomb, from the remainder of Bausch Health Companies Inc.
+Added: On August 6, 2020, we announced our plan to separate our eye health business consisting of our Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals businesses into an independent publicly traded entity, Bausch + Lomb, from the remainder of Bausch Health Companies Inc.
(the “B+L Separation”).
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Prior to the effectiveness of the registration statement, B+L was an indirect wholly-owned subsidiary of Bausch Health.
−Removed: On May 10, 2022, a wholly owned subsidiary of the Bausch Health sold 35,000,000 common shares of Bausch + Lomb pursuant to the B+L IPO.
−Removed: Upon the closing of the B+L IPO and after giving effect to the subsequent partial exercise of the over-allotment option by the underwriters, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88% of B+L’s outstanding common shares as of the date of this filing.
−Removed: We continue to believe the separation of B+L, which includes the transfer of all or a portion of our remaining direct or indirect equity interest in B+L to our shareholders, makes strategic sense.
−Removed: The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of applicable shareholder and other necessary approvals.
−Removed: We continue to evaluate all factors and considerations related to the B+L Separation, including the effect of the Norwich Legal Decision (see “ Xifaxan ® Paragraph IV Proceedings ” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements) on the B+L Separation.
+Added: On May 10, 2022, a wholly owned subsidiary of Bausch Health sold 35,000,000 common shares of Bausch + Lomb pursuant to the B+L IPO.
+Added: Upon the closing of the B+L IPO and after giving effect to the subsequent partial exercise of the over-allotment option by the underwriters, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88% of B+L’s outstanding common shares as of February 12, 2025.
+Added: We continue to believe that the B+L Separation, which may include the transfer of all or a portion of our remaining direct or indirect equity interest in Bausch + Lomb to our shareholders, the monetization of all or a portion of our ownership interest in Bausch + Lomb, or a combination thereof, makes strategic sense.
+Added: The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals.
+Added: We continue to evaluate all relevant factors and considerations related to the B+L Separation, including the Xifaxan ® Generics Litigation (see “ Xifaxan ® Paragraph IV Proceedings ” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements) on the B+L Separation.
The B+L Separation, if consummated, will result in two separate, independent companies:
• Bausch Health excluding Bausch + Lomb - a diversified pharmaceutical company with leading positions in gastroenterology, hepatology, dermatology, neurology and international pharmaceuticals, and aesthetic medical devices.
−Removed: The remaining pharmaceutical entity will comprise a diversified portfolio of our leading durable brands across the Salix, International, Solta Medical and Diversified businesses;
+Added: The remaining pharmaceutical entity will comprise a diversified portfolio of our brands across the Salix, International, neurology, medical dermatology and generics, and aesthetic medical devices businesses;
• Bausch + Lomb - a fully integrated eye health company built on the iconic Bausch + Lomb brand and its long history of innovation.
As independent 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 better manage its respective capital needs.
−Removed: Further, the B+L Separation will allow us and the market to compare the operating results of each entity with other peer companies.
Although management believes the B+L Separation will unlock value, there can be no assurance that it will be successful in doing so.
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In line with this focus on our core businesses, we have:
−Removed: (i) made measurable progress in effectively managing our capital structure, including taking actions to reduce the principal balances of our long-term debt, (ii) directed capital allocation to drive growth within these core businesses, (iii) divested assets to improve our capital structure and simplify our business, (iv) increased our efforts to improve patient access and (v) continued to invest in sustainable growth drivers to position us for long-term growth.
+Added: (i) made progress in effectively managing our capital structure, including taking actions to reduce the principal balances of our long-term debt, (ii) directed capital allocation to drive growth within these core businesses, (iii) increased our efforts to improve patient access, (iv) divested assets to improve our capital structure and simplify our business and (v) continued to invest in sustainable growth drivers to position us for long-term growth.
We believe that these and other actions we have taken to transform our Company, have helped focus our operations, improved our capital structure and mitigated certain risks associated with legacy litigation matters.
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For additional details on the B+L Separation, see “Separation of the Bausch + Lomb Eye Health Business” in Note 2, “SIGNIFICANT ACCOUNTING POLICIES” to our audited Consolidated Financial Statements.
+Added: Maturities and mandatory payments of our principal balances of debt obligations as of December 31, 2024 were as follows:
+Added: (in millions) 2025 2026 2027 2028 2029 2030 Thereafter Total
+Added: Total debt obligations $ 2,380 $ 767 $ 6,963 $ 7,168 $ 1,609 $ 1,130 $ 463 $ 20,480
+Added: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements and “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” below for additional discussion of these matters.
+Added: Cash requirements for future debt repayments including interest can be found in “— Liquidity and Capital Resources — Off-Balance Sheet Arrangements and Contractual Obligations.”
+Added: Managing Our Capital Structure in 2024
Repurchases and Retirement of Senior Unsecured Notes in 2024
−Removed: During January 2024, through a series of transactions we repurchased and retired outstanding senior unsecured notes with an aggregate par value of $250 million in the open market for approximately $238 million using cash on hand.
+Added: During January 2024 and May 2024, through a series of transactions we repurchased and retired outstanding senior unsecured notes with an aggregate par value of $555 million for approximately $530 million using cash on hand.
+Added: B+L Incremental Term Loan B Facility
+Added: On November 1, 2024, Bausch + Lomb entered into an additional incremental term loan facility secured on a pari passu basis with its existing term loan facility maturing in May 2027 (the “B+L May 2027 Term Loan B Facility”).
+Added: This incremental term loan facility was entered into in the form of an incremental amendment (the “November 2024 Credit Facility Amendment”) to Bausch + Lomb’s existing Credit Agreement (such Credit Agreement, as previously amended and as amended by the November 2024 Credit Facility Amendment, the “B+L Second Amended Credit Agreement”) and consisted of borrowing $400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility”).
Managing Our Capital Structure in 2023
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As of December 31, 2024, there were $300 million in outstanding borrowings under the AR Credit Facility.
−Removed: Maturities and Mandatory Payments
−Removed: Maturities and mandatory payments of our principal balances of debt obligations as of December 31, 2023 were as follows:
−Removed: (in millions) 2024 2025 2026 2027 2028 2029 Thereafter Total
−Removed: Total debt obligations $ 155 $ 2,790 $ 892 $ 6,748 $ 7,219 $ 1,609 $ 1,593 $ 21,006
Managing Our Capital Structure in 2022
During 2022, we improved our capital structure and reduced the aggregate principal amount of our debt obligations by approximately $3,800 million, as we:
−Removed: (i) utilized the net proceeds from the B+L IPO which closed on May 10, 2022, to make repayments of debt, (ii) reduced our debt through open market repurchases of debt with a principal value of approximately $927 million for approximately $550 million, (iii) extended the maturities of our debt through refinancing and (iv) completed an exchange offer which reduced the outstanding principal balance of our debt by $2,469 million by exchanging $5,594 million of aggregate principal value of existing unsecured senior notes (the “Existing Unsecured Senior Notes”) for newly issued secured notes with an aggregate principal balance of $3,125 million (the “Exchange Offer”).
+Added: (i) utilized the net proceeds from the B+L IPO which closed on May 10, 2022, to make repayments of debt, (ii) reduced our debt through open market repurchases of debt with a principal value of approximately $927 million for approximately $550 million, (iii) extended the maturities of our debt through refinancing and (iv) completed an exchange offer which reduced the outstanding principal balance of our debt by $2,469 million by exchanging $5,594 million of aggregate principal value of existing unsecured senior notes (the “Existing Unsecured Senior Notes”) for newly issued secured notes with an aggregate principal balance of $3,125 million (the “2022 Exchange”).
The B+L IPO, 2022 Notes Issuance and Credit Agreement Refinancing - In connection with the B+L IPO, we completed a series of transactions in support of our commitment to improve our liquidity, reduce our leverage and better capitalize the two business entities post-separation.
These transactions included:
−Removed: • On February 10, 2022, the Company issued $1,000 million aggregate principal amount of 6.125% Senior Secured Notes due February 2027 (the “February 2027 Secured Notes”) .
+Added: • On February 10, 2022, the Company issued $1,000 million aggregate principal amount of 6.125% Senior Secured Notes due February 2027.
• On May 10, 2022:
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As a result of these transactions and the open market repurchases, the Company realized a net gain on early extinguishment of $113 million.
−Removed: September 2022 Exchange Offer - As discussed in further detail below under “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt”, we made the strategic decision based on the fair value of our Senior Unsecured Notes to undertake the Exchange Offer in September 2022.
+Added: September 2022 Exchange - As discussed in further detail below under “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt”, we made the strategic decision based on the fair value of our Senior Unsecured Notes to undertake the 2022 Exchange in September 2022.
We exchanged certain validly tendered existing senior unsecured notes, with an aggregate outstanding principal balance of approximately $5,594 million with maturities of 2025 through 2031 for newly issued senior secured notes, with an aggregate principal balance of approximately $3,125 million with maturities of 2028 and 2030.
−Removed: After fees and expenses, the Exchange Offer reduced the principal balances of our outstanding debt obligations by $2,469 million and extended the maturities of approximately $2,400 million of principal balances coming due during the years 2025 through 2027 to the years 2028 and 2030.
−Removed: The secured notes issued in the Exchange Offer consist of:
−Removed: (i) $1,774 million in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 (the “11.00% First Lien Secured Notes”) issued by the Company, (ii) $352 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030 (the “14.00% Second Lien Secured Notes”, and, together with the 11.00% First Lien Secured Notes, the “New BHC Secured Notes”) issued by the Company and (iii) $999 million in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 (the “9.00% Intermediate Holdco Secured Notes”, and, together with the New BHC Secured Notes, the “New Secured Notes”) issued by 1375209 B.C.
+Added: After fees and expenses, the 2022 Exchange reduced the principal balances of our outstanding debt obligations by $2,469 million and extended the maturities of approximately $2,400 million of principal balances coming due during the years 2025 through 2027 to the years 2028 and 2030.
+Added: The secured notes issued in the 2022 Exchange consist of:
+Added: (i) $1,774 million in aggregate principal amount of new 11.00% First Lien Secured Notes due 2028 (the “11.00% First Lien Secured Notes”) issued by the Company, (ii) $352 million in aggregate principal amount of new 14.00% Second Lien Secured Notes due 2030 (the “14.00% Second Lien Secured Notes”, and, together with the 11.00% First Lien Secured Notes, the “New BHC Secured Notes”) issued by the Company and (iii) $999 million in aggregate principal amount of new 9.00% Senior Secured Notes due 2028 (the “9.00% Intermediate Holdco Secured Notes”, and, together with the New BHC Secured Notes, the “2022 Secured Notes”) issued by 1375209 B.C.
(“Intermediate Holdco”), an existing wholly-owned unrestricted subsidiary of the Company that held 38.3% of the issued and outstanding common shares of Bausch + Lomb as of December 31, 2024.
See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements and “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” below for additional discussion of these matters.
−Removed: Cash requirements for future debt repayments including interest can be found in “— Liquidity and Capital Resources — Off-Balance Sheet Arrangements and Contractual Obligations.”
+Added: requirements for future debt repayments including interest can be found in “— Liquidity and Capital Resources — Off-Balance Sheet Arrangements and Contractual Obligations.”
Continue to Manage our Capital Structure
−Removed: 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.
+Added: We continue to evaluate other opportunities to simplify our business and improve our capital structure, giving us the ability to better focus on our core businesses.
The Company regularly evaluates market conditions, its liquidity profile and various financing alternatives for opportunities to enhance its capital structure.
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As of December 31, 2024, approximately 1,500 dedicated R&D and quality assurance employees in 24 R&D facilities were involved in our R&D efforts internally.
−Removed: Currently, we have over 90 projects in our global pipeline.
+Added: Currently, we have approximately 75 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.
Gastrointestinal
−Removed: • Rifaximin -
−Removed: ◦ Two global Phase 3 studies for the use of an SSD formulation for the prevention of OHE in patients with early decompensation in liver cirrhosis (RED-C) have commenced.
−Removed: Enrollment of one of two global Phase 3 trials has been completed and enrollment of the second trial is on track and is expected to be completed in the first half of 2024.
−Removed: We have completed scientific advisory meetings with the Medicines Evaluation Board in the Netherlands and with Health Canada, and have received feedback on the program from National Medical Products Administration in China.
−Removed: We are currently planning to meet with regulatory authorities in Japan in 2024.
+Added: • Rifaximin - Two global Phase 3 studies for the use of an SSD formulation of rifaximin for the delay of first occurrence of OHE in patients with early decompensation in liver cirrhosis are ongoing.
+Added: Enrollment of one of two global Phase 3 trials was completed as of December 31, 2023 and enrollment of the second trial was completed in April 2024.
• Amiselimod (S1P modulator) - A Phase 2 study to evaluate Amiselimod (S1P modulator) for the treatment of mild to moderate ulcerative colitis completed enrollment in July 2023 and the induction portion of the study was completed in the fourth quarter of 2023.
−Removed: In the topline results, Amiselimod met the primary and key secondary endpoints including clinical and endoscopic measures in the double-blind period of the study;
+Added: In the topline results, Amiselimod met the primary and key secondary endpoints including clinical and endoscopic measures in the double-blind induction period of the study;
the open-label extension up to 52 weeks is currently ongoing.
−Removed: The full data set from this trial will be available in the first half of 2024 and we plan to meet with regulatory agencies to advance the program into Phase 3.
+Added: In April 2024, we met with the FDA for an end of Phase 2 meeting.
+Added: During the fourth quarter of 2024, we also met with the EU’s European Medicines Agency and Japan’s Pharmaceuticals and Medical Devices Agency.
+Added: All regulatory feedback is currently under review.
Solta Medical
−Removed: • Clear + Brilliant ® Touch - Next generation Clear + Brilliant ® laser 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 with submissions in Europe, Canada and Asia Pacific markets planned in 2024.
−Removed: • Fraxel ® - Next Generation Fraxel ® is a fractionated laser device for skin resurfacing and is planned for FDA submission in the first half of 2024.
−Removed: • CABTREO TM (formerly IDP - 126) - An acne product with a fixed combination of benzoyl peroxide, clindamycin phosphate and adapalene.
−Removed: On October 20, 2023, the FDA approved the NDA for CABTREO TM Topical Gel (formerly Internal Development Project - 126), the first and only FDA-approved fixed-dose, triple-combination topical treatment for acne.
−Removed: CABTREO TM Topical Gel was launched in the U.S.
−Removed: in the first quarter of 2024.
−Removed: A New Drug Submission was submitted to Health Canada on May 30, 2023.
+Added: • Clear + Brilliant ® Touch - Next generation Clear + Brilliant ® laser 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.
+Added: Approval has been received in the United States, Australia, New Zealand, Philippines, Thailand, Taiwan, Malaysia and Singapore.
+Added: • Fraxel ® - Next Generation Fraxel ® is a fractionated laser device for skin resurfacing.
+Added: We received FDA clearance in August 2024 and U.S.
+Added: commercial launch is expected in 2025
+Added: • CABTREO ® Topical Gel - The first and only FDA-approved fixed-dose, triple-combination topical treatment for acne.
+Added: CABTREO ® Topical Gel was launched in the U.S.
+Added: in the first quarter of 2024 and was launched in Canada in October 2024.
Bausch + Lomb
• SiHy Daily - A silicone hydrogel daily disposable contact lens designed to provide outstanding comfort and clear vision throughout the day.
−Removed: To date, SiHy Daily has been launched in approximately 50 countries, under the brand names INFUSE ® , BAUSCH + LOMB ULTRA ® ONE DAY and AQUALOX ® ONE DAY.
−Removed: Bausch + Lomb continues to plan to launch its SiHy Daily lenses into additional countries throughout 2024.
−Removed: In addition, Bausch + Lomb launched its first silicone hydrogel daily disposable multifocal contact lens in May 2023 and plans to launch a toric lens in 2024.
+Added: To date, SiHy Daily has been launched in over 50 countries, under the brand names INFUSE ® , BAUSCH + LOMB ULTRA ® ONE DAY and AQUALOX ® ONE DAY and Bausch + Lomb is continuing with their global rollout.
+Added: In addition, Bausch + Lomb launched its first silicone hydrogel daily disposable multifocal contact lens in May 2023 and launched a toric lens in the U.S in June 2024.
• Lumify ® (brimonidine tartrate ophthalmic solution, 0.025%) - An OTC eye drop developed as an ocular redness reliever.
To date, Bausch + Lomb has launched and acquired the right to launch Lumify ® in various countries.
−Removed: Bausch + Lomb also has several innovative new line extension formulations that were recently launched or are under development, including Lumify ® Eye Illuminations TM which launched in the U.S.
−Removed: in September 2023, Lumify ® Preservative Free, for which an NDA was submitted to the FDA in May 2023 and Lumify ® Eye Allergy, for which an NDA is expected to be submitted to the FDA during 2024.
−Removed: • Bausch + Lomb is expanding its portfolio of premium intraocular lenses (“IOL”) built on the enVista ® platform with enVista Aspire TM (Monofocal Plus), enVista Envy TM Trifocal and enVista Beyond TM (extended depth of focus (“EDOF”)) optical designs with two options:
−Removed: non-Toric and Toric for astigmatism patients enVista Aspire TM monofocal and toric IOLs with Intermediate Optimized optics launched in the U.S.
−Removed: during October 2023 and Bausch + Lomb anticipates launching the Trifocal and EDOF optical designs for presbyopia in the U.S.
−Removed: in 2024 and 2026, respectively.
+Added: A new line extension formulation, Lumify ® Preservative Free, for which the NDA was approved by the FDA in April 2024, began launching in the first quarter of 2025.
+Added: • Blink TM NutriTears ® - During June 2024, Bausch + Lomb expanded its OTC dry eye portfolio with the launch of Blink TM NutriTears ® , a clinically proven OTC supplement that targets the key root causes of dry eyes, promotes healthy tear production and provides noticeable relief of eye dryness symptoms.
+Added: • MIEBO ® (perfluorohexyloctane ophthalmic solution) (formerly known as NOV03) – In December 2019, Bausch + Lomb acquired an exclusive license from Novaliq GmbH for the commercialization and development in the U.S.
+Added: and Canada of MIEBO ® for the treatment of the signs and symptoms of DED.
+Added: MIEBO ® launched in the U.S.
+Added: in September 2023 and was approved in Canada in September 2024.
+Added: MIEBO ® is the first and only FDA-approved treatment for DED that directly targets tear evaporation and the addition of MIEBO ® will help build upon the strong portfolio of integrated eye health products.
+Added: • Bausch + Lomb is expanding its portfolio of premium IOL’s built on the enVista ® platform with enVista Aspire ® (Monofocal Plus), enVista Envy TM Trifocal and enVista Beyond TM (extended depth of focus (“EDOF”) optical designs with two options:
+Added: non-Toric and Toric for astigmatism patients.
+Added: enVista Aspire ® monofocal and toric IOLs with Intermediate Optimized optics were launched in the U.S.
+Added: during October 2023 and in Europe in January 2025 and Bausch + Lomb anticipates launching in Canada in 2025.
+Added: enVista Envy TM launched in Canada in June 2024 and the U.S.
+Added: launch is in process after receiving FDA approval in October 2024.
+Added: Bausch + Lomb anticipates launching enVista Envy TM in Europe in 2025 and enVista Beyond TM in the U.S.
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.
−Removed: 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.
+Added: 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 primarily in the U.S.
These products are sometimes investigational treatments in early stage development that target unique conditions.
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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.
−Removed: During September 2023, Bausch + Lomb acquired XIIDRA ® , the first and only non-steroid eye drop specifically approved to treat the signs and symptoms of dry eye disease focusing on inflammation associated with dry eye, which Bausch + Lomb expects to begin facing loss of exclusivity (“LOE”) in the second quarter of 2032, and certain other ophthalmology assets from Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) (the “XIIDRA Acquisition”).
−Removed: As part of the XIIDRA Acquisition, Bausch + Lomb also acquired libvatrep (also known as SAF312), an investigational compound being studied for the treatment of chronic ocular surface pain, and AcuStream ® technology, an investigational device that may have the potential to facilitate precise dosing and accurate delivery of certain topical ophthalmic medications to the eye, and OJL332, a noncompetitive antagonist (inhibitor) of TRPV1 that is still in the pre-clinical stage.
−Removed: Bausch + Lomb believes the XIIDRA Acquisition will complement and grow its existing dry eye franchise.
−Removed: During July 2023, Bausch + Lomb acquired the Blink ® OTC product line of eye and contact lens drops from Johnson & Johnson Vision, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops, and Blink-N-Clean ® Lens Drops (collectively, the “Blink ® Product Line”).
−Removed: Bausch + Lomb believes this acquisition will enable it to continue to grow its global OTC business.
−Removed: During January 2023, Bausch + Lomb acquired AcuFocus, Inc.
+Added: In January 2025, Bausch + Lomb acquired Whitecap Biosciences LLC, (“Whitecap Biosciences”).
+Added: Whitecap Biosciences is currently developing two innovative therapies for potential use in glaucoma and geographic atrophy.
+Added: This acquisition is expected to expand Bausch + Lomb’s clinical-stage pipeline.
+Added: In December 2024, Bausch + Lomb acquired Elios Vision, Inc.
+Added: (“Elios Vision”).
+Added: Elios Vision, a privately held company, is the developer of the ELIOS ® procedure, the first clinically validated, minimally invasive glaucoma surgery procedure using an excimer laser.
+Added: This acquisition is expected to bolster Bausch + Lomb’s glaucoma treatment portfolio.
+Added: In July 2024, Bausch + Lomb acquired TearLab Corporation, d/b/a Trukera Medical (“Trukera Medical”) a U.S.-based privately held ophthalmic medical diagnostic company.
+Added: Trukera Medical commercializes ScoutPro ® , a point-of-care portable
+Added: device for precisely measuring osmolarity, the salt content of a person’s tears.
+Added: This acquisition is expected to expand Bausch + Lomb’s presence in the DED market.
+Added: In September 2023, Bausch + Lomb acquired XIIDRA ® , the first and only non-steroid eye drop specifically approved to treat the signs and symptoms of dry eye disease focusing on inflammation associated with dry eye, and certain other ophthalmology assets from Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) (the “XIIDRA Acquisition”).
+Added: The XIIDRA Acquisition complements and has enabled the expansion of Bausch + Lomb’s dry eye franchise.
+Added: In July 2023, Bausch + Lomb acquired the Blink ® OTC product line of eye and contact lens drops from Johnson & Johnson Vision, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops, and Blink-N-Clean ® Lens Drops (collectively, the “Blink ® Product Line”).
+Added: This acquisition has enabled Bausch + Lomb to continue to grow its global OTC business.
+Added: In January 2023, Bausch + Lomb acquired AcuFocus, Inc.
(“AcuFocus”), an ophthalmic medical device company that has delivered breakthrough small aperture intraocular technology to address the diverse unmet needs in eye care.
The IC-8 ® Apthera™ IOL, which was approved by the FDA in July 2022 as the first and only small aperture non-toric EDOF IOL for certain cataract patients who have as much as 1.5 diopters of corneal astigmatism and wish to address presbyopia at the same time.
−Removed: Bausch + Lomb believes the IC-8 ® Apthera™ EDOF IOL will bolster its surgical portfolio by enhancing the IOL offerings, which is a strategic area of focus for the Company.
−Removed: During December 2022, Bausch + Lomb acquired Total Titanium Inc., an ophthalmic microsurgical instrument and machined parts manufacturing company.
+Added: Bausch + Lomb believes the IC-8 ® Apthera™ IOL will bolster its surgical portfolio by enhancing the IOL offerings, which is a strategic area of focus for Bausch + Lomb.
+Added: In December 2022, Bausch + Lomb acquired Total Titanium Inc., an ophthalmic microsurgical instrument and machined parts manufacturing company.
Bausch + Lomb believes that this acquisition was an important step in continuing to expand the surgical portfolio as it provides the opportunity to increase its manufacturing capacity and more specifically bolster its position in the ophthalmic microsurgical instrumentation market.
−Removed: During November 2022, Bausch + Lomb acquired Paragon BioTeck, Inc.
+Added: In November 2022, Bausch + Lomb acquired Paragon BioTeck, Inc.
(“Paragon BioTeck”), an eye-care focused drug development company, having a primary emphasis on the early detection of ocular diseases.
−Removed: This acquisition allows Bausch + Lomb to maximize the revenues and margins associated with Paragon BioTeck’s products, for which it had previously had commercialization rights.
−Removed: Divest Assets to Improve Our Capital Structure and Simplify Our Business
−Removed: In order to better focus on our core businesses, we continue to evaluate opportunities to simplify our operations and improve our capital structure, including divesting 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.
−Removed: To date, we received approximately $4,100 million in net proceeds from these divestitures, which includes the sale of Amoun Pharmaceutical Company S.A.E.
−Removed: (“Amoun”) discussed below.
−Removed: On July 26, 2021, we completed the sale of Amoun for total gross consideration of approximately $740 million, subject to certain adjustments (the “Amoun Sale”).
−Removed: Amoun manufactures, markets and distributes branded generics of human and animal health products.
−Removed: The Amoun business was part of the International segment (previously included within the former Bausch + Lomb/International segment).
−Removed: Revenues associated with Amoun were $157 million for the period of January 1, 2021 through July 26, 2021.
−Removed: Following the completion of the Amoun Sale, the Company made aggregate payments of $600 million, to repay $469 million of its June 2025 Term Loan B Facility and $131 million of its November 2025 Term Loan B Facility, using the net proceeds from the Amoun Sale and cash on hand.
−Removed: We will continue to consider further dispositions of various assets in line with this strategy.
−Removed: While we anticipate that any future divestiture activities will be 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.
−Removed: See Note 3, “ACQUISITIONS, LICENSING AGREEMENTS AND DIVESTITURE” to our audited Consolidated Financial Statements for additional information.
+Added: This acquisition allows Bausch + Lomb to maximize the revenues and margins associated with Paragon BioTeck’s products, for which it previously had commercialization rights.
Improve Patient Access
4 unchanged sentences
Bausch Health Patient Assistance Program - We are committed to supporting patients through our Patient Assistance Program which offers free medication for patients who meet income and other eligibility criteria.
−Removed: If approved, patients receive their Bausch Health 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.
−Removed: Cash-pay Prescription Program - The cash-pay program was adopted 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.
−Removed: This program is currently limited to a select group of our brands and offered through our unique telemedicine and fulfillment platform which allows for patients to choose direct delivery to their home or to use a pharmacy of their choice.
+Added: If approved, patients receive their Bausch Health prescription product(s) at no cost to them for up to two years, and may be able to reapply to the program annually if they continue to meet eligibility requirements and have a valid prescription.
+Added: Cash-pay Prescription Program - The cash-pay or Point of Sale program was adopted 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.
+Added: This program is currently limited to a select group of our brands and offered through different fulfillment platforms which allows for patients to choose telemedicine, direct delivery to their home or to use a pharmacy of their choice.
This program is designed to connect patients with dermatologists and provide patients both a predictable customer experience and a predictable cost for their dermatology health care needs.
Walgreens Fulfillment Arrangements - Under our brand fulfillment arrangement with Walgreen Co.
−Removed: (“Walgreens”), we make certain dermatology and ophthalmology products available to eligible patients through patient access and co-pay assistance programs at Walgreens U.S.
+Added: (“Walgreens”), we make certain dermatology 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.
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We are constantly challenged by the changing dynamics of our industry to innovate and bring new products to market.
−Removed: We have divested certain businesses where we saw limited growth opportunities, so that we can be more aggressive in 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.
+Added: We have divested certain businesses where we saw limited growth opportunities, so that we can be more aggressive in redirecting
+Added: 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.
−Removed: However, our future success is also dependent upon our ability to continually
−Removed: refresh our pipeline, to provide a rotation of product launches that meet new and changing demands and replace other products that have lost momentum.
+Added: 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.
Salix - We believe in our GI product portfolio and we have implemented initiatives, including increasing our marketing investment in Xifaxan ® , to further capitalize on the value of the infrastructure we have built around these products to extend our market share.
−Removed: We have increased our investment in Xifaxan ® DTC advertising and new sales force capabilities.
−Removed: We also continue to invest in our product line.
−Removed: Our rifaximin SSD formulation, is under development for the prevention of OHE and other complications in patients with early decompensation in liver cirrhosis (RED-C).
+Added: We have continued our investment in Xifaxan ® DTC advertising and new sales force capabilities.
+Added: Additionally, our rifaximin SSD formulation is under development for the delay of first occurrence of OHE and other complications in patients with early decompensation in liver cirrhosis.
The drug candidate is administered orally, and is a next-generation rifaximin formulation that acts by targeting the beta-subunit of bacterial DNA-dependent RNA polymerase.
−Removed: International - Our International product portfolio includes certain newly launched products like Ryaltris ® for moderate to severe seasonal allergic rhinitis and Uceris ® Foam, an aerosol foam for distal ulcerative colitis in Canada.
−Removed: We are also pursuing opportunities in the dermatology markets globally for products that address acne, atopic dermatitis, psoriasis and onychomycosis.
+Added: We are also investing in developing our Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis.
+Added: International - Our International product portfolio includes certain recently launched products such as Ryaltris ® for moderate to severe seasonal allergic rhinitis and CABTREO ® Topical Gel, a triple-combination topical treatment for acne that launched in Canada in October 2024.
To address these and other opportunities we continue to invest in the training and expansion of our sales and marketing teams.
−Removed: Solta Medical - More than 70% of our Solta Medical business revenues has historically come from consumables, which we believe results in a durable business model.
+Added: Solta Medical - More than 75% of our Solta Medical business revenue has historically come from consumables, which we believe results in a durable business model.
We continue to invest in expanding our presence in key markets, including broadening the reach of our DTC campaigns in the U.S., the expansion of Thermage ® FLX which was approved by China’s National Medical Products Administration as a medical device in January 2024, and the strengthening of our sales force in the U.S.
−Removed: Diversified - We continue to seek ways to bring out value in our promoted and nonpromoted products within our Diversified portfolios.
+Added: We received FDA approval of Next Generation Fraxel ® in 2024 and U.S.
+Added: commercial launch is expected during 2025.
+Added: Diversified - We continue to seek ways to bring out value in our promoted and nonpromoted products within our Diversified portfolio.
In 2023, we increased our investments in the marketing and advertising of Aplenzin ® as the only approved major depressive disorder product for Seasonal Affective Disorder, and we also expanded our consumer awareness campaign for Jublia ® .
−Removed: Adding to our established acne product portfolio, we launched CABTREO TM Topical Gel in the U.S.
+Added: Adding to our established acne product portfolio, we launched CABTREO ® Topical Gel in the U.S.
in the first quarter of 2024.
−Removed: In our generics portfolio, we are focused on effectively managing this portfolio of non-promoted products.
−Removed: In our Dentistry business, we are increasing our investments in Arestin ® direct to patient activation and awareness campaigns.
Business Trends
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In February 2022, Russia invaded Ukraine.
−Removed: As military activity and sanctions against Russia, Belarus and specific areas of Ukraine have continued, the war has increasingly affected economic and global financial markets and exacerbated ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption.
−Removed: As the geopolitical situation in Eastern Europe continues to intensify, political events and sanctions are continually changing, and we continue to assess the impact that the Russia-Ukraine war has had and will have on our businesses.
+Added: As military activity and sanctions against Russia and specific areas of Ukraine have continued, the war has continued to affect economic and global financial markets and placed further pressure on ongoing economic challenges, including issues such as inflation and global supply-chain disruption.
+Added: The U.S., Canada, the EU and other jurisdictions have imposed sanctions and export controls against Russia in response to the ongoing war.
These impacts may include but are not limited to:
(i) interruptions or stoppage of production, (ii) damage or loss of inventories, (iii) supply-chain and product distribution disruptions in Eastern Europe, (iv) volatility in commodity prices and currencies, (v) disruption in banking systems and capital markets, (vi) reductions in sales and earnings of business in affected areas, (vii) increased costs and (viii) cyberattacks.
−Removed: Our revenues attributable to Russia, Ukraine and Belarus for 2023, 2022 and 2021 were approximately 2% of our total revenues in each period.
+Added: To date, the challenges associated with the Russia-Ukraine War and ongoing sanctions have not had a material impact on our operations;
+Added: although, as noted above, we continue to review recent EU sanctions and are still assessing their impact on our operations.
+Added: Our revenues attributable to Russia, Ukraine and Belarus for 2024, 2023 and 2022 were approximately 2% of our total revenues each year.
In addition, we do not have any research or manufacturing facilities in Russia, Ukraine or Belarus.
While we have been monitoring this conflict, and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
−Removed: Israel-Hamas Conflict
−Removed: The conflict between Israel and Hamas began during October 2023.
−Removed: Our revenues attributable to Israel for 2023, 2022 and 2021 were less than 1% of our total revenues in each period.
+Added: Middle East Regional Conflict
+Added: The conflict between Israel and Hamas began during October 2023 and has since expanded to include other countries and militant groups and, despite a recently announced ceasefire between Israel and Hamas (which took effect on January 19, 2025), may continue to negatively impact the region.
+Added: Our revenues attributable to the impacted regions for 2024, 2023 and 2022 were inconsequential.
While we have been monitoring this conflict, and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
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“Risk Factors” of this Form 10-K.
−Removed: COVID-19 Update
−Removed: During 2022, the outbreak of the omicron variant in China resulted in government enforced lockdowns and other social restrictions, which impacted our ability to conduct business as usual in certain regions in China, particularly Shanghai.
−Removed: The lockdowns in China impacted the demand for certain products, particularly B+L’s Vision care and our Solta Medical products, as shelter in place orders limited the demand and need for the use of contact lenses and related products as well as for aesthetic medical treatments.
−Removed: Additionally, government enforced lockdowns caused certain businesses to suspend operations, creating distribution and other logistic issues for the distribution of our products and the sourcing for a limited number of raw materials.
−Removed: These lockdowns began to ease during the fourth quarter of 2022.
−Removed: Our revenues in China for 2023 and 2022 were $441 million and $413 million, respectively, an increase of $28 million.
−Removed: To date, we have dealt with these issues in China with only a minimal impact on our manufacturing and distribution processes and we continue to monitor the impact of COVID-19 on all aspects of our business.
−Removed: For a further discussion of these and other COVID-19 related risks, see Item 1A.
−Removed: “Risk Factors— Risks Relating to COVID-19” of this Form 10-K.
−Removed: Inflation Reduction Act
−Removed: In August 2022, the Inflation Reduction Act (the (“IRA”) was signed into law, which includes implementation of a new corporate alternative minimum tax (“CAMT”), among other provisions.
−Removed: The CAMT imposes a minimum tax on the adjusted financial statement income (“AFSI”) for “applicable corporations” with average annual AFSI over a three-year period in excess of $1 billion.
−Removed: A corporation that is a member of a foreign-parented multinational group, as defined, must include the AFSI (with certain modifications) of all members of the group in applying the $1 billion test, but would only be subject to CAMT if the three-year average AFSI of its U.S.
−Removed: members, US trades or business of foreign group members that are not subsidiaries of U.S.
−Removed: members, and foreign subsidiaries of U.S.
−Removed: members exceeds $100 million.
−Removed: The IRA also made significant changes to how drugs are covered and paid for under the Medicare program, including imposing financial penalties if drug prices are increased at a rate faster than inflation, redesigning Medicare Part D benefits to shift a greater portion of the costs to manufacturers and allowing the U.S.
−Removed: government to set prices for certain drugs in Medicare.
−Removed: We continue to evaluate the impact of the IRA legislation on our results of operations and it is possible that these changes may result in a material impact on our business and results of operations.
−Removed: Global Minimum Corporate Tax Rate
+Added: Global Minimum Corporate Tax
On October 8, 2021, the Organisation for Economic Co-operation and Development (“OECD”) published a statement that outlined the key components of a two-pillar plan to address the tax challenges arising from the digitalisation of the economy.
The statement was agreed by the OECD/G20 inclusive framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) which now includes 145 member jurisdictions.
−Removed: The timetable for implementation of the two-pillar plan was initially proposed for 2023, but has since been extended to 2024 and, with respect to certain components of the plan, 2025.
+Added: The timetable for implementation of the two-pillar plan was initially proposed for 2023, then extended to 2024 and, with respect to certain components of the plan, 2025.
Under the pillar one proposals, a portion of the residual profits of multinational enterprise (“MNE”) groups with global turnover above €20 billion and a profit margin above 10% will be allocated to market jurisdictions where such allocated profits would be taxed.
1 unchanged sentence
On December 20, 2021, the OECD released model rules on the global minimum tax under pillar two, followed by the OECD’S commentaries, examples, three sets of administrative guidance and certain other documents relating to the operation and application of the model rules.
−Removed: On December 18, 2023, the OECD announced plans to release additional guidance on model rules and to start the peer review process in 2024.
−Removed: Many members of the Inclusive Framework have either introduced or announced their intention to introduce certain components of the global minimum tax in line with the model rules for fiscal year beginning on or after December 31, 2023.
−Removed: In particular, on December 15, 2022, the Council of the European Union (“EU”) adopted a directive to require the implementation of the pillar two rules by EU member states, with certain elements becoming effective for fiscal years beginning on or after December 31, 2023.
−Removed: On August 4, 2023, Canada released draft legislation to enact certain components of the pillar two proposals into Canadian law as the Global Minimum Tax Act (“GMTA”).
−Removed: The GMTA is generally aligned with the model rules proposed by the OECD and is expected to become effective for fiscal years beginning on or after December 31, 2023.
+Added: Many members of the Inclusive Framework have either introduced or announced their intention to introduce certain components of the global minimum tax in line with the model rules for fiscal years beginning on or after December 31, 2023.
+Added: In particular, on December 15, 2022, the Council of the European Union adopted a directive to require the implementation of the pillar two rules by EU member states, with certain elements becoming effective for fiscal years beginning on or after December 31, 2023.
+Added: On August 4, 2023, Canada released draft legislation to enact certain components of the pillar two proposals into Canadian law as the Global Minimum Tax Act (“GMTA”) which was enacted on June 20, 2024.
+Added: The GMTA is generally aligned with the model rules proposed by the OECD and is effective for fiscal years beginning on or after December 31, 2023.
The United States did not announce plans to enact the tax measures under the two-pillar plan.
On February 1, 2023, the US Financial Accounting Standards Board indicated that they believe the minimum tax imposed under pillar two by other jurisdictions is an alternative minimum tax, and, accordingly, deferred tax assets and liabilities associated with the minimum tax would not be recognized or adjusted for the estimated future effects of the minimum tax but would be recognized in the period incurred.
−Removed: We will continue to monitor the implementation of the two-pillar plan by the countries in which we operate, and to consider the impact of these measures.
−Removed: jurisdictions in which the Company operates have adopted the global minimum tax provision of the OECD pillar two effective for tax years beginning in January 2024.
−Removed: We currently do not expect the provisions of the Inclusive Framework, as currently adopted, to have a material impact on our liability for corporate taxes or our consolidated tax rate.
−Removed: However, it is possible that the further implementation of the Inclusive Framework could have a material effect on our liability for corporate taxes or our consolidated tax rate in the future.
+Added: The OECD has published model rules and other guidance with respect to pillar two, which are generally consistent with the agreement reached by the Inclusive Framework in October 2021.
+Added: On February 1, 2023, the Inclusive Framework released a package of technical and administrative guidance on the implementation of pillar two, including the scope of companies that will be subject to the Global Anti-Base Erosion Rules, transition rules, and guidance on domestic minimum taxes that countries may choose to adopt, among other topics.
+Added: On December 18, 2023, the OECD announced plans to release additional guidance on model rules and to start the peer review process in 2024.
+Added: On June 17, 2024 and January 15, 2025, the OECD published further administrative guidance to clarify the operation of the model rules.
+Added: Many jurisdictions in which the Company operates have adopted the global minimum tax provision of the OECD pillar two effective for tax years beginning in January 2024.
+Added: On January 20, 2025, U.S.
+Added: President Trump signed an executive order stating that the Global Tax Deal, including the OECD two-pillar plan, has no force and effect in the US.
+Added: It further provides for the U.S.
+Added: Treasury Secretary to develop options for responding to foreign countries’ tax rules that are extraterritorial in nature or that could disproportionately impact US companies, with findings and recommendations to be delivered to the President.
+Added: We have included the estimated impact of the Inclusive Framework, as currently adopted, in our tax provision beginning in 2024.
+Added: While the estimated impact is not material, it is possible that the further implementation of the Inclusive Framework could have a material effect on our liability for corporate taxes or our consolidated tax rate in the future.
Health Care Reform
federal and state governments continue to propose and pass legislation designed to regulate the health care industry.
−Removed: Many of these changes focus on health care cost containment, which result in pricing pressures relating to the sales and reimbursements of healthcare products.
−Removed: The Biden Administration and Congress continue to focus on health care cost containment which could result in legislative and regulatory changes.
−Removed: In addition, we continue to face various proposed health care pricing changes and regulations from governments throughout the world in locations in which we operate our business.
−Removed: These proposed changes may also continue to result in pricing pressures relating to sales, promotions and reimbursement of our product portfolio.
−Removed: We continually review newly enacted and proposed U.S.
−Removed: federal and state legislation, as well as proposed rule making and guidance published by the U.S.
−Removed: Department of Health and Human Services, the FDA, and applicable foreign governments in locations in which we operate;
−Removed: however, at this time, it is unclear the effect these matters may have on our businesses.
+Added: Many of these changes focus on health care cost containment, which result in pricing pressures relating to the sales and reimbursements of health care products.
+Added: In August 2022, the IRA was signed into law, which among other matters made significant changes to how drugs are covered and paid for under the Medicare program, including imposing financial penalties if drug prices are increased at a rate faster than inflation, redesigning Medicare Part D benefits to shift a greater portion of the costs to manufacturers and allowing
+Added: government to set prices for certain drugs in Medicare.
+Added: The IRA also provides for (i) the U.S.
+Added: government to set or “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Medicare Part B drugs (beginning in 2028) that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation beginning in 2022 for Medicare Part D and 2023 for Medicare Part B drugs and (iii) Medicare Part D redesign which replaces the current Part D Coverage Gap Discount Program and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached.
+Added: In January 2025, the CMS selected Xifaxan ® 550 mg tablets as one of the medicines for the second round of negotiation of the drug price negotiation program as part of the IRA with an initial price applicability in 2027.
+Added: It is possible that other of our products could be selected in future years.
+Added: These negotiations could, among other things, accelerate revenue erosion prior to the expiration of intellectual property protections.
+Added: The effect of reducing prices and reimbursement for certain of our products could significantly impact our business and consolidated results of operations.
+Added: In addition, a number of U.S.
+Added: states have implemented IRA-like price controls on pharmaceutical manufacturers.
+Added: All state Medicaid programs have implemented voluntary supplemental drug rebate programs that may provide states with additional manufacturer rebates in exchange for preferred status on a state’s formulary or for patient populations that are not included in the traditional Medicaid drug benefit coverage.
+Added: In addition, certain U.S.
+Added: states have passed legislation intended to impact pricing or requiring manufacturers to report price increases to states, including certain states also allowing for drug affordability (i.e.
+Added: price control) review boards.
+Added: It is expected that state legislatures will continue to focus on drug pricing in 2025 and beyond and that similar bills will be passed in more states.
+Added: These proposals create new authorities for state regulatory bodies to limit reimbursement for certain drugs and such efforts may expand to additional states.
Generic Competition and Loss of Exclusivity
7 unchanged sentences
during the years 2026 through 2028.
−Removed: These products and year of expected LOE include, but are not limited to, Aplenzin ® (2026) and Bryhali ® (2026).
−Removed: 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.
+Added: These products and year of expected LOE include, but are not limited to, Aplenzin ® (2026), Bryhali ® (2026), Relistor ® Subcutaneous (2028) and Xifaxan ® (2028) in the U.S.
+Added: and Jublia ® (2028) Canada.
+Added: These dates may change based on, among other things, challenges 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.
−Removed: In addition, for a number of our products (including Xifaxan ® 550 mg, Arazlo ® , Duobrii ® , Trulance ® and Lumify ® in the U.S), we have commenced (or anticipate commencing) and have (or may have) ongoing infringement proceedings against potential generic competitors in the U.S.
+Added: In addition, for a number of our products (including Xifaxan ® 550 mg, Trulance ® and Lumify ® in the U.S), we have commenced (or anticipate commencing) and have (or may have) ongoing infringement proceedings against potential generic competitors in the U.S.
If we are not successful in these proceedings, we may face increased generic competition for these products.
5 unchanged sentences
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.
−Removed: 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.
+Added: We believe that our current pipeline is strong enough to meet these objectives and provide future sources of revenues, in our core
+Added: 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.
7 unchanged sentences
Operating income $ 1,546 $ 963 $ 454 $ 583 $ 509
−Removed: Loss before income taxes $ (390) $ (129) $ (1,024) $ (261) $ 895
+Added: Income (loss) before income taxes $ 167 $ (390) $ (129) $ 557 $ (261)
Net loss $ (72) $ (611) $ (212) $ 539 $ (399)
6 unchanged sentences
Revenues for 2024 and 2023 were $9,625 million and $8,757 million, respectively, an increase of $868 million, or 10%.
+Added: The increase is attributable to growth across all our segments driven by:
+Added: (i) higher volumes, (ii) incremental sales attributable to acquisitions and (iii) improved net realized pricing, partially offset by:
+Added: (i) the impact of divestitures and discontinuations and (ii) the unfavorable impact of foreign currencies.
+Added: Operating income was $1,546 million and $963 million for 2024 and 2023, respectively, and included non-cash charges for Depreciation and amortization of intangible assets of $1,267 million and $1,264 million, Asset impairments of $29 million and $54 million, Goodwill impairments of $0 and $493 million and Share-based compensation of $150 million and $132 million, respectively.
+Added: The increase in our operating results of $583 million reflects, among other factors:
+Added: • an increase in contribution (Product sales revenue less Cost of goods sold, excluding amortization and impairments of intangible assets) of $645 million, primarily driven by the increase in revenues as previously discussed;
+Added: • an increase in Selling, general and administrative expenses of $379 million, primarily attributable to higher selling, advertising and promotion expenses and other expenses attributable to XIIDRA ® and the launch of MIEBO ® ;
+Added: • a decrease in Goodwill impairments of $493 million, due to impairments to goodwill in 2023;
+Added: • a decrease in Asset impairments of $25 million, due to higher impairments in 2023, primarily attributable to the launch of a generic competitor to our Uceris ® Foam product;
+Added: • an increase in Other expense, net of $219 million, primarily attributable to:
+Added: (i) adjustments to provisions for certain legal matters in 2024 and (ii) Acquired in-process research and development costs in 2024, partially offset by:
+Added: (i) lower Acquisition-related contingent consideration in 2024 and (ii) lower Acquisition-related transaction costs in 2024.
+Added: Income before income taxes for 2024 was $167 million and Loss before income taxes 2023 was $390 million, an increase in our results of $557 million.
+Added: The change is primarily attributable to the increase in our operating results of $583 million, as previously discussed.
+Added: Net loss attributable to Bausch Health for 2024 and 2023 was $46 million and $592 million, respectively, an increase in our results of $546 million, and is primarily attributable to a favorable change in our Net income before income taxes of $557 million, as previously discussed, and an unfavorable change in income taxes of $18 million.
+Added: Summary of 2023 Compared with 2022
+Added: Revenues for 2023 and 2022 were $8,757 million and $8,124 million, respectively, an increase of $633 million, or 8%.
The increase was primarily driven by growth in the Bausch + Lomb, Salix, International and Solta Medical segments driven by:
−Removed: (i) higher volumes, (ii) improved net pricing and (iii) incremental sales attributable to acquisitions, partially offset by:
+Added: (i) higher volumes, (ii) improved net realized pricing and (iii) incremental sales attributable to acquisitions, partially offset by:
(i) the unfavorable impact of foreign currencies, primarily in Europe and Asia, (ii) lower revenues in our Diversified segment and (iii) the impact of divestitures and discontinuations.
15 unchanged sentences
(i) the increase in our operating results of $509 million, as previously discussed, (ii) a decrease in Interest expense of $136 million and (iii) an increase in Interest income of $12 million.
−Removed: The decrease in interest expense is primarily due to the impact of the accounting treatment for a portion of interest payments on the New Secured Notes, which reduced reported interest expense by $282 million relative to contractual interest cost.
−Removed: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements
−Removed: and the section below titled “LIQUIDITY AND CAPITAL RESOURCES - Liquidity and Debt” for further details on the accounting for the Exchange Offer.
+Added: The decrease in interest expense is primarily due to the impact of the accounting treatment for a portion of interest payments on the 2022 Secured Notes, which reduced reported interest expense by $282 million relative to contractual interest cost.
+Added: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements and the section below titled “LIQUIDITY AND CAPITAL RESOURCES - Liquidity and Debt” for further details on the accounting for the 2022 Exchange.
Net loss attributable to Bausch Health for 2023 and 2022 was $592 million and $225 million, respectively, an increase of $367 million.
The increase was primarily due to the increase in our Loss before income taxes of $261 million, as previously discussed, and the unfavorable change in our provision for income taxes of $138 million, partially offset by increase in Net loss (income) attributable to noncontrolling interest of $32 million.
−Removed: Summary of 2022 Compared with 2021
−Removed: Revenues for 2022 and 2021 were $8,124 million and $8,434 million, respectively, a decrease of $310 million, or 4%.
−Removed: The decrease was primarily driven by:
−Removed: (i) the unfavorable impact of foreign currencies, (ii) the impact of our divestiture of Amoun on July 26, 2021 and (iii) a decrease in volumes primarily attributable to our Diversified and Salix segments partially offset by the increase in volumes in our Bausch + Lomb and International segments.
−Removed: These decreases were partially offset by an increase in net realized pricing, primarily in our Salix, Bausch + Lomb and International segments.
−Removed: The changes in our segment revenues and segment profits are discussed in further detail in the subsequent section titled “Reportable Segment Revenues and Profits”.
−Removed: Operating income was $454 million and $450 million for 2022 and 2021, respectively, and includes non-cash charges for Depreciation and amortization of intangible assets of $1,394 million and $1,552 million, Asset impairments, including loss on assets held for sale of $15 million and $234 million, Goodwill impairments of $824 million and $469 million and Share-based compensation of $126 million and $128 million for 2022 and 2021, respectively.
−Removed: The increase in our operating results of $4 million reflects, among other factors:
−Removed: • a decrease in contribution (product sales revenue less cost of goods sold, exclusive of amortization and impairments of intangible assets) of $271 million.
−Removed: The decrease was primarily driven by:
−Removed: (i) the unfavorable impact of foreign currencies, (ii) the impact of our divestiture of Amoun on July 26, 2021 and (iii) the decrease in volumes, as previously discussed, partially offset by the increase in net realized pricing;
−Removed: • an increase in Selling, general, and administrative expenses of $1 million;
−Removed: • an increase in R&D of $64 million primarily attributable to lower R&D spend in 2021, as certain R&D activities and clinical trials which were suspended in response to the COVID-19 pandemic and did not normalize until later in 2021;
−Removed: • a decrease in Amortization of intangible assets of $160 million primarily attributable to fully amortized intangible assets no longer being amortized in 2022;
−Removed: • an increase in Goodwill impairments of $355 million as we recognized impairments of $824 million and $469 million for 2022 and 2021, respectively, associated with our Neurology and Dermatology reporting units;
−Removed: • a decrease in Asset impairments, including loss on assets held for sale of $219 million, primarily attributable to adjustments to the loss on assets held for sale in connection with the Amoun Sale during 2021;
−Removed: • a favorable change in Other expense, net of $338 million, primarily attributable:
−Removed: (i) to higher adjustments related to the settlements of certain litigation matters during 2021 and (ii) the loss on the completion of the Amoun Sale 2021, partially offset by insurance recoveries related to certain litigation matters.
−Removed: Our Loss before income taxes for 2022 and 2021 was $129 million and $1,024 million, respectively, a decrease in our loss of $895 million.
−Removed: This was primarily attributable to:
−Removed: (i) the favorable change in Gain (loss) on extinguishment of debt of $937 million primarily driven by the Exchange Offer and open market repurchases of senior notes and (ii) the increase in our operating results of $4 million, partially offset by:
−Removed: (i) an increase in Interest expense of $38 million and (ii) an unfavorable net change in Foreign exchange and other of $15 million.
−Removed: Net loss attributable to Bausch Health for 2022 and 2021 was $225 million and $948 million, respectively, a decrease in our loss of $723 million.
−Removed: This was primarily due to the decrease in our Loss before income taxes of $895 million, as previously discussed, partially offset by the unfavorable change in our provision for income taxes of $170 million.
RESULTS OF OPERATIONS
11 unchanged sentences
Goodwill impairments — 493 824 (493) (331)
−Removed: Asset impairments, including loss on assets held for sale 54 15 234 39 (219)
+Added: Asset impairments 29 54 15 (25) 39
Restructuring, integration, separation and IPO costs 32 62 63 (30) (1)
4 unchanged sentences
Interest expense (1,388) (1,328) (1,464) (60) 136
−Removed: Gain (loss) on extinguishment of debt 1 875 (62) (874) 937
+Added: Gain on extinguishment of debt 23 1 875 22 (874)
Foreign exchange and other (47) (52) (8) 5 (44)
−Removed: Loss before income taxes (390) (129) (1,024) (261) 895
−Removed: (Provision for) benefit from income taxes (221) (83) 87 (138) (170)
+Added: Income (loss) before income taxes 167 (390) (129) 557 (261)
+Added: Provision for income taxes (239) (221) (83) (18) (138)
Net loss (72) (611) (212) 539 (399)
8 unchanged sentences
Contract service revenue is derived primarily from contract manufacturing for third parties and is not material.
−Removed: 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.
+Added: See Note 22, “SEGMENT INFORMATION” to our audited Consolidated Financial Statements for the disaggregation of revenue which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by the economic factors of each category of customer contracts.
Our revenues were $9,625 million and $8,757 million for 2024 and 2023, respectively, an increase of $868 million, or 10%.
−Removed: The increase was due to:
−Removed: (i) an increase in volumes of $335 million, in our Bausch + Lomb, Salix, Solta Medical and International segments partially offset by lower volumes in our Diversified segment, (ii) improved net pricing of $224 million across all our segments and (iii) incremental sales attributable to acquisitions of $141 million, partially offset by:
−Removed: unfavorable impact of foreign currencies of $45 million primarily in Europe and Asia and (ii) the impact of divestitures and discontinuations of $22 million.
+Added: The increase was primarily due to:
+Added: (i) an increase in volumes of $465 million, primarily attributable to our Bausch + Lomb, Solta Medical, Salix and International segments, partially offset by lower volumes in our Diversified segment, (ii) incremental sales attributable to B+L acquisitions of $293 million and (iii) an increase in net realized pricing of $257 million,
+Added: attributable to our Diversified, Bausch + Lomb, Salix and International segments.
+Added: The increases in our revenues were partially offset by:
+Added: (i) the impact of divestitures and discontinuations of $77 million, attributable to our Salix, Diversified, International and Bausch + Lomb segments and (ii) the unfavorable impact of foreign currencies of $70 million, primarily impacting our Bausch + Lomb segment in Latin America and Asia.
The changes in our segment revenues and segment profits are discussed in further detail in the respective subsequent section “ — Reportable Segment Revenues and Profits”.
24 unchanged sentences
Net product sales $ 9,518 58.3 % $ 8,663 59.0 %
−Removed: Discounts and allowances, returns, rebates, chargebacks and distribution service fees as a percentage of gross product sales were 41.0% in 2023 and 2022, in each period and includes:
−Removed: • discounts and allowances as a percentage of gross product sales were unchanged;
−Removed: • returns as a percentage of gross product sales were unchanged;
−Removed: • rebates as a percentage of gross product sales were higher primarily due to the acquisition of XIIDRA ® by Bausch + Lomb, the impact of an increase in gross product sales and higher rebate rates for certain branded products such as Xifaxan ® , Trulance ® and Jublia ® , partially offset by lower gross product sales and lower rebate rates for certain branded products such as Wellbutrin ® , Retin-A ® Microsphere .06%, Retin-A ® and Microsphere .08%.
−Removed: We estimate that a 1% change in our estimated rates used in determining the Medicaid rebate reserve would have impacted our pre-tax earnings by approximately $88 million for 2023;
−Removed: • chargebacks as a percentage of gross product sales were lower primarily due to lower gross product sales of certain generic products such as Apriso ® AG, Targretin ® AG, Syprine ® AG and Cuprimine ® AG.
−Removed: These decreases were
−Removed: partially offset by:
−Removed: (i) increased gross product sales of our GI products Xifaxan ® and Glumetza ® SLX and (ii) higher chargeback rates for certain generics and branded generics;
−Removed: • distribution service fees as a percentage of gross product sales were unchanged.
−Removed: Price appreciation credits were $11 million and $10 million for 2023 and 2022, respectively.
+Added: Cash discounts and allowances, returns, rebates, chargebacks and distribution service fees as a percentage of gross product sales were 41.7% and 41.0% in 2024 and 2023, respectively, and includes:
+Added: • rebates as a percentage of gross product sales were higher primarily due to:
+Added: (i) the 2023 acquisition of XIIDRA ® and launch of MIEBO ® by Bausch + Lomb, (ii) the launch of our Dermatology product CABTREO ® and (iii) increases in rebates for certain branded products such as Trulance ® and Xifaxan ® , partially offset by lower rebates for certain products such as Wellbutrin ® , Elidel ® , Onexton ® , Aplenzin ® and Arazlo ® .
+Added: We estimate that a 1% change in our estimated rates used in determining the Medicaid rebate reserve would have impacted our pre-tax earnings by approximately $100 million for 2024 and;
+Added: • chargebacks as a percentage of gross product sales were lower primarily due to lower gross product sales of Glumetza ® SLX and certain generic products such as Mestinon ® AG.
+Added: These decreases were partially offset by:
+Added: increased gross product sales for certain products such as Xifaxan ® , Cardizem ® CD AG and Uceris ® AG and (ii) higher chargeback rates for Wellbutrin ® .
Operating Expenses
10 unchanged sentences
The increase was primarily driven by:
−Removed: (i) the increase in volumes as previously discussed, (ii) charges related to the Injector recall, as discussed below, and (iii) costs of sales associated with Bausch + Lomb’s acquisitions entered into in 2023, which includes the amortization of an interim contract and inventory step-up as part of the purchase accounting, partially offset by:
−Removed: (i) favorable manufacturing variances and (ii) the favorable impact of foreign currencies.
−Removed: In May 2023 we initiated a voluntary recall in EMEA and Canada of our Emerade epinephrine auto-injectors (0.3 mg and 0.5 mg) (the “Injector”) used to deliver an emergency treatment of epinephrine to patients who are at risk of serious allergic reactions (anaphylaxis).
−Removed: The recall resulted in inventory provisions of approximately $9 million, product return provisions of approximately $2 million and other costs of approximately $3 million for 2023.
−Removed: It is possible that additional charges may be incurred based on future developments associated with this voluntary recall.
−Removed: Cost of goods sold as a percentage of Product sales revenue was 29.1% and 28.9% for 2023 and 2022, respectively, an increase of 0.2 percentage points primarily attributable to higher Cost of goods sold, as discussed above.
+Added: (i) the increase in volumes, (ii) the cost of sales associated with acquisitions in 2023 and (iii) higher unfavorable manufacturing variances.
+Added: These increases in Cost of goods sold were partially offset by the impact of charges related to the Injector Recall in 2023 as discussed below.
+Added: Cost of goods sold as a percentage of Product sales revenue was 28.7% and 29.1% for 2024 and 2023, respectively, a decrease of 0.4 percentage points.
+Added: In May 2023 we initiated a voluntary recall in EMEA and Canada of our Emerade epinephrine auto-injectors (0.3 mg and 0.5 mg) used to deliver an emergency treatment of epinephrine to patients who are at risk of serious allergic reactions (anaphylaxis) (the “Injector Recall”).
+Added: The Injector Recall resulted in inventory provisions of approximately $9 million, product return provisions of approximately $2 million and other costs of approximately $3 million for 2023.
Selling, General and Administrative Expenses
7 unchanged sentences
The Company has incurred and expects to continue to incur, incremental costs with respect to the B+L Separation.
−Removed: During 2022, the Company also incurred incremental costs indirectly related to the suspended initial public offering of its aesthetic medical device business, Solta Medical (the “Solta IPO”).
−Removed: These separation-related and IPO-related costs include, but are not limited to:
−Removed: (i) IT infrastructure and software licensing costs, (ii) rebranding costs, (iii) costs associated with facility relocation and/or modification and (iv) research and development costs.
+Added: These separation-related costs include, but are not limited to rebranding costs and costs associated with facility relocation and/or modification.
SG&A expenses were $3,296 million and $2,917 million for 2024 and 2023, respectively, an increase of $379 million, or 13%.
The increase was primarily attributable to higher:
−Removed: (i) compensation, (ii) selling, advertising and promotion expenses, including for XIIDRA and (iii) certain administrative expenses.
−Removed: These increases were partially offset by:
−Removed: (i) lower professional fees associated with the separation of certain functions in connection with the B+L Separation and (ii) the favorable impact of foreign currencies.
+Added: (i) selling, advertising and promotion expenses primarily attributable to Bausch + Lomb’s acquisition of XIIDRA ® and launch of MIEBO ® and (ii) general and administrative expenses, including adjustments to estimated provisions for certain sales-based fees and higher compensation costs, partially offset by the favorable impact of foreign currencies.
Research and Development Expenses
13 unchanged sentences
R&D expenses were $616 million and $604 million for 2024 and 2023, respectively, an increase of $12 million, or 2%.
−Removed: R&D expenses as a percentage of Product sales were approximately 7% for 2023 and 2022, in each period.
−Removed: The increase was primarily attributable to higher spend on certain Salix projects, primarily our rifaximin SSD formulation, as previously discussed.
+Added: R&D expenses as a percentage of Product sales were approximately 6% and 7% for 2024 and 2023, respectively.
Amortization of Intangible Assets
1 unchanged sentence
Management continually assesses the useful lives related to the Company’s long-lived assets to reflect the most current assumptions.
−Removed: Amortization of intangible assets was $1,077 million and $1,215 million for 2023 and 2022, respectively, a decrease of $138 million, or 11%.
−Removed: The decrease was primarily attributable to fully amortized intangible assets no longer being amortized in 2023.
+Added: Amortization of intangible assets was $1,077 million in each of the years 2024 and 2023 as the incremental amortization attributable to the newly acquired intangible assets by Bausch + Lomb in 2023, was offset by the impact of fully amortized intangible assets no longer being amortized in 2024.
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our audited Consolidated Financial Statements for further details related to our intangible assets.
7 unchanged sentences
We estimate the fair values of our reporting units using a discounted cash flow model, which utilizes Level 3 unobservable inputs.
−Removed: Goodwill impairments were $493 million and $824 million for 2023 and 2022, respectively, a decrease of $331 million, or 40%.
−Removed: 2023 Assessment
+Added: There were no impairments to goodwill during 2024.
+Added: Goodwill impairments were $493 million during 2023 and were as follows:
Dermatology and Neurology
5 unchanged sentences
The Generics reporting unit’s product portfolio is by its nature impacted by these changing market dynamics.
−Removed: As a result, the Company revised its long-term forecasts for the Generics reporting unit to reflect these developments.
−Removed: The Company’s annual goodwill impairment test as of October 1, 2023, included performing a quantitative fair value test for the Generics reporting unit of our Diversified segment as discussed in Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our audited Consolidated Financial Statements.
+Added: As a result, the Company revised its long-term forecasts for the Generics reporting unit to reflect these developments and performed quantitative fair value testing for the reporting unit.
Based on the quantitative fair value testing performed as of October 1, 2023, a $91 million impairment to the goodwill of the Generics reporting unit was recognized.
−Removed: 2022 Assessment
−Removed: During the second quarter of 2022, increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S.
−Removed: and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit at March 31,
−Removed: 2022 (the last time goodwill of the Dermatology reporting unit was tested).
−Removed: As a result of these market conditions and given the reporting unit’s limited headroom, goodwill for our Dermatology reporting unit was impaired during the three month period ended June 30, 2022 reflecting our best estimate at that time of the outlook and risks of this business.
−Removed: Based on the quantitative fair value testing performed as of June 30, 2022, an $83 million impairment to the goodwill of the Dermatology reporting unit was recognized.
−Removed: As a result, there was zero headroom in the Dermatology reporting unit as of June 30, 2022.
−Removed: During the third quarter of 2022, the Company continued to monitor the market conditions impacting the Dermatology reporting unit.
−Removed: Continued increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S.
−Removed: and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit at June 30, 2022.
−Removed: As a result of these market conditions and given there was no headroom as a result of the impairment to goodwill in the previous quarter, goodwill for our Dermatology reporting unit was impaired during the three months period ended September 30, 2022, reflecting our best estimate at that time of the outlook and risks of this business.
−Removed: Based on the quantitative fair value testing performed as of September 30, 2022, a $119 million impairment to the goodwill of the Dermatology reporting unit was recognized.
−Removed: The Neurology reporting unit operates in the United States, where shifting market dynamics, including changes in payer demands (such as pharmaceutical market access and contractual pricing), health care legislation, and other regulations are contributing to increasing pressure for the reduction of healthcare costs, through both pricing of pharmaceutical products and/or directing patients to lower cost unbranded generic products.
−Removed: This includes recent changes related to pharmaceutical pricing by the Federal government, including the passage of the IRA in August 2022 and, effective in 2024, changes to Medicaid rebate caps (passed as part of the American Rescue Plan Act of 2021).
−Removed: The nature of the Neurology reporting unit’s product portfolio, which includes branded generic pharmaceuticals, is by its nature more directly impacted by these changing market dynamics, creating increased pressure on the reporting unit’s long-term financial performance.
−Removed: In response to these pressures, as well as to consider anticipated increased competition from new market entrants in 2023, during the fourth quarter of 2022, we began taking steps to:
−Removed: (i) reassess our pricing strategies, (ii) re-evaluate our marketing and promotional efforts and (iii) reduce our cost structure and revised our long-term forecasts for the Neurology reporting unit to reflect these developments.
−Removed: As a result of the revisions to our long-term expectations for these changes and other factors, goodwill for our Neurology reporting unit was impaired during our 2022 annual impairment test reflecting our best estimate at that time of the outlook and risks of this business.
−Removed: Based on the quantitative fair value testing performed as of October 1, 2022, a $622 million impairment to the goodwill of the Neurology reporting unit was recognized.
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our audited Consolidated Financial Statements and “CRITICAL ACCOUNTING POLICIES AND ESTIMATES — Goodwill” for further details related to our goodwill.
3 unchanged sentences
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.
−Removed: Asset impairments were $54 million and $15 million for 2023 and 2022, respectively, an increase of $39 million.
+Added: Asset impairments were $29 million and $54 million for 2024 and 2023, respectively, a decrease of $25 million.
+Added: Asset impairments for 2024 were primarily related to lower forecasted sales for certain branded products, the discontinuance of certain product brands and certain fixed assets related to the Injector Recall.
Asset impairments for 2023 includes:
4 unchanged sentences
As a result, the Company recognized an impairment of $37 million to reduce the carrying value of the Uceris ® Foam product related intangible assets to their estimated fair value.
−Removed: Asset impairments, including loss on assets held for sale for 2022 includes:
−Removed: (i) impairments of $10 million, in aggregate, due to decreases in forecasted sales of certain product lines and (ii) impairments of $5 million, in aggregate, related to the discontinuance of certain product lines.
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our audited Consolidated Financial Statements for further details related to our intangible assets.
−Removed: Restructuring, Integration, Separation and IPO Costs
−Removed: Restructuring, integration, separation and IPO costs were $62 million and $63 million for 2023 and 2022, respectively, a decrease of $1 million.
−Removed: Restructuring and integration costs
+Added: Restructuring, integration and separation costs
+Added: Restructuring, integration and separation costs were $32 million and $62 million for 2024 and 2023, respectively, a decrease of $30 million.
The Company evaluates opportunities to improve its operating results and implements cost savings programs to streamline its operations and eliminate redundant processes and expenses.
1 unchanged sentence
(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.
−Removed: Restructuring and integration costs were $58 million and $30 million for 2023 and 2022, respectively, an increase of $28 million.
+Added: Restructuring and integration costs were $29 million and $58 million for 2024 and 2023, respectively, a decrease of $29 million.
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.
−Removed: Separation and IPO costs
−Removed: The Company has incurred, and expects to continue to incur costs associated with activities relating to the B+L Separation.
−Removed: In 2022, the Company also incurred costs associated with activities relating to the Solta IPO, which was suspended in June 2022.
−Removed: These B+L Separation and Solta IPO activities include:
−Removed: (i) separating the Bausch + Lomb and, in 2022, Solta Medical businesses from the remainder of the Company, (ii) completing the B+L IPO and, in 2022, preparing for the suspended Solta IPO and (iii) the actions necessary for Bausch + Lomb to become an independent publicly traded entity.
−Removed: Separation and IPO costs are incremental costs directly related to the ongoing B+L Separation and, in 2022, the suspended Solta IPO and include, but are not limited to:
−Removed: (i) legal, audit and advisory fees, (ii) talent acquisition costs and (iii) costs associated with establishing a new board of directors and related board committees for Bausch + Lomb.
−Removed: Separation and IPO costs were $4 million and $33 million for 2023 and 2022, respectively.
+Added: Separation costs for 2024 and 2023 were not material.
The extent and timing of future charges of these costs to complete the B+L Separation cannot be reasonably estimated at this time and could be material.
10 unchanged sentences
Other expense, net $ 247 $ 28
−Removed: Litigation and other matters primarily related to insurance recoveries regarding certain litigation matters, Acquisition-related contingent consideration reflects adjustments for changes in estimates in the timing and amounts of the future royalty and milestone payments related to certain branded products and Acquisition-related transaction costs primarily related to transaction costs attributable to the acquisition of XIIDRA ® by Bausch + Lomb.
+Added: For 2024, Litigation and other matters primarily relates to adjustments to provisions for certain legal matters.
+Added: For 2023, Litigation and other matters is primarily related to insurance recoveries regarding certain litigation matters.
+Added: Acquired in-process research and development costs for 2024 are related to certain Bausch + Lomb acquisitions.
+Added: Acquisition-related contingent consideration for 2024 and 2023 reflects adjustments for changes in estimates in the timing and amounts of the expected future royalty and milestone payments and in 2024, includes other adjustments of $18 million related to certain branded products.
+Added: Acquisition-related transaction costs are related to transaction costs incurred in connection with certain Bausch + Lomb acquisitions.
Non-Operating Income and Expense
2 unchanged sentences
Interest expense was $1,388 million and $1,328 million and included non-cash amortization and write-offs of debt discounts, premiums and debt issuance costs of $55 million and $65 million for 2024 and 2023, respectively.
−Removed: Interest expense decreased $136 million, or 9%, in 2023 as compared to 2022, primarily due to the accounting for contractual interest payments on the New Secured Notes, portions of which are recorded as a reduction of related premiums and not as interest expense, which had the impact of reducing interest expense by $282 million relative to contractual interest cost.
−Removed: This decrease was partially offset by higher interest rates.
+Added: Interest expense increased $60 million, or 5%, in 2024 as compared to 2023, primarily due to the interest expense associated with B+L’s September 2028 Term Loan B Facility and the B+L October 2028 Secured Notes related to the acquisition of XIIDRA ® .
The weighted average stated rate of interest as of December 31, 2024 and 2023 was 7.72% and 8.05%, respectively.
−Removed: The increase in the weighted average stated rate of interest of 31 bps is primarily attributable to the New Secured Notes and term loan facilities.
−Removed: Due to the accounting treatment for the New Secured Notes, interest expense in the Company’s financial statements in future periods will not be representative of the weighted average stated rate of interest.
−Removed: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details.
+Added: Due to the accounting treatment for the 2022 Secured Notes, interest expense in the Company’s financial statements will not be representative of the weighted average stated rate of interest.
Gain on Extinguishment of Debt
Gain on extinguishment of debt represents the differences between the amounts paid to settle extinguished debts and the carrying value of the related extinguished debt.
−Removed: Gain on extinguishment of debt was approximately $1 million and $875 million in 2023 and 2022, respectively, primarily associated with certain refinancing transactions and represents the differences between the amounts paid to settle the extinguished debt and its carrying value.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Focus on Value and Core Businesses” for additional information regarding our gain on extinguishment of debt.
−Removed: During December 2023, through a series of transactions we repurchased and retired outstanding senior unsecured notes with an aggregate par value of $8 million in the open market for approximately $7 million using cash on hand.
−Removed: The gain on extinguishment of debt for 2022 includes:
−Removed: (i) the gain associated with the Exchange Offer of $570 million and (ii) the gains associated with the early retirement of certain senior unsecured notes of $369 million discussed below, partially offset by $64 million of losses associated with the refinancing and modification to certain debt obligations completed in connection with the B+L IPO, each as discussed in further detail below, under “— Liquidity and Capital Resources — Liquidity and Debt”.
−Removed: During 2022, through a series of transactions we repurchased and retired outstanding senior unsecured notes with an aggregate par value of $927 million in the open market for approximately $550 million using:
−Removed: (i) the net proceeds from the partial exercise of the over-allotment option in the B+L IPO by the underwriters, after deducting underwriting commissions, (ii) amounts available under our revolving credit facility and (iii) cash on hand.
−Removed: The senior notes retired had maturities of November 2025 through February 2031 and had a weighted average interest rate of approximately 5.60%.
−Removed: As a result of these transactions, we recognized a gain on the extinguishment of debt of approximately $369 million.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Focus on Value and Core Businesses — September 2022 Exchange Offer” for details of maturities and principal balances debt obligations.
+Added: Gain on extinguishment of debt was $23 million and $1 million in 2024 and 2023, respectively, and was attributable to repurchases of certain outstanding senior unsecured notes.
See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details.
Foreign Exchange and Other
−Removed: Foreign exchange and other was a loss of $52 million and $8 million for 2023 and 2022, respectively, an unfavorable net change of $44 million primarily due to:
−Removed: (i) transaction gains/losses on intercompany balances and third-party liabilities and (ii) the gain/loss due to foreign currency exchange contracts.
+Added: Foreign exchange and other was a loss of $47 million and $52 million for 2024 and 2023, respectively, a favorable net change of $5 million.
Income taxes are accounted for under the liability method.
1 unchanged sentence
Deferred tax assets for outside basis differences in investments in subsidiaries are only recognized if the difference will be realized in the foreseeable future.
−Removed: Provision for income taxes was $221 million and $83 million in 2023 and 2022, respectively, an unfavorable net change of $138 million, primarily attributable to changes in our jurisdictional mix of earnings.
−Removed: In 2023, the Company’s valuation allowance increased $231 million primarily due to book taxable loss in Canada and an increase for state tax losses expected to be unusable in the United States.
+Added: Provision for income taxes was $239 million and $221 million in 2024 and 2023, respectively, an unfavorable change of $18 million, primarily attributable to changes in our jurisdictional mix of earnings.
+Added: In 2024, the Company’s valuation allowance increased $30 million primarily due to recognition of a capital loss in Canada and an increase for state tax losses expected to be unusable in the United States.
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.
−Removed: The net total
−Removed: 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.
−Removed: In 2023 and 2022, our effective tax rate differs from the statutory Canadian income tax rate primarily due to:
+Added: 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.
+Added: In 2024, our effective tax rate differs from the statutory Canadian income tax rate primarily due to:
+Added: (i) the recording of valuation allowances on entities for which no tax benefit of losses is recorded, (ii) changes in uncertain tax positions, (iii) the tax provision generated from our mix of earnings by jurisdiction, (iv) changes in the valuation allowance related to foreign tax credits and net operating losses and (v) changes in tax attributes.
+Added: In 2023, our effective tax rate differs from the statutory Canadian income tax rate primarily due to:
(i) the recording of valuation allowances on entities for which no tax benefit of losses is recorded, (ii) impairment to goodwill which is non-deductible under tax laws, (iii) changes in tax attributes, (iv) the tax provision generated from our mix of earnings by jurisdiction, (v) changes in uncertain tax positions and (vi) changes in the valuation allowance related to foreign tax credits and net operating losses.
12 unchanged sentences
of GI products.
−Removed: Sales of the Xifaxan ® product line represented approximately 80% of Salix segment revenues.
+Added: Sales of the Xifaxan ® product line currently represent approximately 85% of the Salix segment revenues.
• The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta Medical aesthetic medical devices, outside the U.S and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical products and OTC products.
4 unchanged sentences
Segment profit is based on operating income after the elimination of intercompany transactions.
−Removed: Certain costs, such as Amortization of intangible assets, Asset impairments, including loss on assets held for sale, Restructuring, integration, separation and IPO costs, and Other expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance.
−Removed: See Note 22, “SEGMENT INFORMATION” to our audited Consolidated Financial Statements for a reconciliation of segment profit to Loss before income taxes.
+Added: Certain costs, such as Amortization of intangible assets, Asset impairments, Restructuring, integration, separation and IPO costs, and Other expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance.
+Added: See Note 22, “SEGMENT INFORMATION” to our audited Consolidated Financial Statements for a reconciliation of segment profit to Income (loss) before 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 2024 and 2023.
35 unchanged sentences
Organic revenue and change in organic revenue exclude from the prior 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.
−Removed: 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 2023 and 2022 by segment.
+Added: The following table presents a reconciliation of GAAP revenues to organic revenues (non-GAAP) and the year over year changes in organic revenue (Non-GAAP) for 2024 and 2023 by segment.
Year ended December 31, 2024 Year ended December 31, 2023 Change in
12 unchanged sentences
Salix Segment Revenue
−Removed: The Salix segment includes the Xifaxan ® product line, which accounted for approximately 80% of the Salix segment revenues and approximately 21% of the Company’s revenues for 2023 and 2022.
+Added: The Salix segment includes the Xifaxan ® product line, which accounted for approximately 85% and 80% of the Salix segment revenues for 2024 and 2023, respectively, and approximately 21% of the Company’s revenues for each of the years 2024 and 2023.
No other single product group represents 10% or more of the Salix segment revenues.
1 unchanged sentence
The increase was primarily attributable to:
−Removed: (i) an increase in volumes of $107 million, which reflected growth and underlying demand as well as the impact of a benefit in the second half of 2023 from wholesaler stocking patterns associated with certain products including Xifaxan ® and (ii) an increase in net realized pricing of $53 million.
+Added: (i) an increase in net realized pricing of $70 million and (ii) an increase in volumes of $50 million, partially offset by the impact of discontinuations of certain non-promoted products of $37 million.
Salix Segment Profit
The Salix segment profit was $1,602 million and $1,548 million for 2024 and 2023, respectively, an increase of $54 million, or 3%.
−Removed: The increase was primarily driven by the increase in contribution attributable to the increase in revenues, as previously discussed, partially offset by higher:
−Removed: (i) advertising and promotion and selling expenses, primarily due to increased Xifaxan ® investments and (ii) R&D expenses, including for our global RED-C program.
+Added: The increase was primarily driven by higher contribution attributable to the increase in revenues as previously discussed, partially offset by an increase in general and administrative expenses.
International Segment:
3 unchanged sentences
The increase was primarily attributable to:
−Removed: (i) an increase in net realized pricing of $47 million, (ii) the favorable impact of foreign currencies of $31 million, primarily in Latin America and Europe and (iii) an increase in volumes of $15 million, partially offset by the impact of divestitures and discontinuations of $10 million.
−Removed: Revenues for 2022, also reflect charges of $13 million representing a change in estimated future returns in one market, driven by lower estimated demand following the easing of local COVID-19 lockdown restrictions as well as a change in distributors.
+Added: (i) an increase in net realized pricing of $24 million, (ii) an increase in volumes of $21 million and (iii) the favorable impact of foreign currencies of $6 million, partially offset by the impact of divestitures and discontinuations of $11 million.
International Segment Profit
1 unchanged sentence
The increase was primarily due to:
−Removed: (i) the favorable impact of manufacturing variances and (ii) the favorable impact of foreign currencies, partially offset by the increase in selling expenses and advertising and promotion expenses.
+Added: (i) higher contribution attributable to the increase in revenues as previously discussed, (ii) the impact of charges related to the Injector Recall in 2023 and (iii) a favorable change in year over year product mix, partially offset by an increase in SG&A expenses.
Solta Medical Segment:
3 unchanged sentences
The Solta Medical segment revenue was $440 million and $347 million for 2024 and 2023, respectively, an increase of $93 million, or 27%.
−Removed: The increase was primarily attributable to:
−Removed: (i) an increase in volumes of $50 million and (ii) increase in net realized pricing of $5 million, partially offset by the unfavorable impact of foreign currencies of $8 million.
+Added: The increase was primarily attributable to an increase in volumes of $100 million, primarily attributable to the Asia-Pacific region, partially offset by the unfavorable impact of foreign currencies of $7 million.
Solta Medical Segment Profit
The Solta Medical segment profit was $213 million and $161 million for 2024 and 2023, respectively, an increase of $52 million, or 32%.
−Removed: The increase was primarily attributable to an increase in contribution due to increase in revenues, as previously discussed, partially offset by:
−Removed: (i) the unfavorable impact of foreign currencies and (ii) higher selling, advertising and promotion expenses.
+Added: The increase was primarily driven by higher contribution attributable to the increase in revenues as previously discussed, partially offset by higher SG&A expenses.
Diversified Segment:
Diversified Segment Revenue
−Removed: The Diversified segment revenue was $943 million and $978 million for 2023 and 2022, respectively, a decrease of $35 million, or 4%.
−Removed: The decrease was primarily driven by:
−Removed: (i) a decrease in volumes of $42 million, primarily in our Neurology and Dermatology businesses and (ii) the impact of divestitures and discontinuations of $2 million, partially offset by an increase in net realized pricing of $9 million, primarily in our Neurology businesses.
+Added: The Diversified segment revenue was $950 million and $943 million for 2024 and 2023, respectively, an increase of $7 million, or 1%.
+Added: The increase was primarily driven by an increase in net realized pricing of $82 million, primarily in our Neurology and Dermatology businesses.
+Added: The increase in net realized pricing was partially offset by:
+Added: (i) a decrease in volumes of $54 million, primarily in our Neurology and Dermatology businesses and (ii) the impact of divestitures and discontinuations of $21 million, primarily in our Dermatology and Generics businesses.
Diversified Segment Profit
−Removed: The Diversified segment profit was $586 million and $612 million for 2023 and 2022, respectively, a decrease of $26 million, or 4% and was primarily driven by lower contribution attributable to the net decrease in revenues, as previously discussed, partially offset by lower:
−Removed: (i) selling, general and administrative expenses and (ii) R&D.
+Added: The Diversified segment profit was $626 million and $586 million for 2024 and 2023, respectively, an increase of $40 million, or 7%, and was primarily driven by:
+Added: (i) higher contribution attributable to the increase in revenues, as previously discussed, and (ii) lower selling expenses.
Bausch + Lomb Segment:
2 unchanged sentences
The Bausch + Lomb segment revenue was $4,791 million and $4,146 million for 2024 and 2023, respectively, an increase of $645 million, or 16%.
−Removed: The increase was primarily attributable to:
−Removed: (i) an increase in volumes of $205 million across each of the Bausch + Lomb businesses, (ii) incremental sales attributable to acquisitions of $141 million, primarily related to the Pharmaceuticals and Vision Care businesses and (iii) an increase in net realized pricing of $110 million, primarily driven by the Vision Care business, partially offset by:
−Removed: (i) the unfavorable impact of foreign currencies across all of Bausch + Lomb’s international businesses of $68 million, primarily in Europe and Asia and (ii) the impact of divestitures and discontinuations of $10 million, related to the discontinuation of certain products within the Surgical and Vision Care businesses.
+Added: The increase was primarily due to:
+Added: (i) an increase in volumes of $348 million across all the Bausch + Lomb businesses, (ii) incremental sales attributable to acquisitions of $293 million, primarily within the Pharmaceuticals business and (iii) an increase in net realized pricing of $81 million, primarily driven by the Vision Care business, partially offset by:
+Added: (i) the unfavorable impact of foreign currencies of $69 million, primarily in Latin America and Asia and (ii) the impact of divestitures and discontinuations of $8 million, primarily within the Pharmaceuticals and Vision Care businesses.
Bausch + Lomb Segment Profit
The Bausch + Lomb segment profit was $1,108 million and $980 million for 2024 and 2023, respectively, an increase of $128 million, or 13%.
−Removed: The increase was primarily attributable to the increase in contribution, driven by the increase in revenues, as previously discussed, partially offset by higher selling expenses and advertising and promotional expenses primarily related to XIIDRA ® and the launch of MIEBO ® .
+Added: The increase was primarily driven by higher contribution attributable to the increase in revenues, as previously discussed, partially offset by higher SG&A expenses, primarily related to XIIDRA ® and the launch of MIEBO ® .
LIQUIDITY AND CAPITAL RESOURCES
4 unchanged sentences
Adjustments to reconcile Net loss to net cash provided by operating activities
+Added: 1,662 2,225 (120) (563) 2,345
Cash provided by (used in) operating activities before changes in operating assets and liabilities 1,590 1,614 (332) (24) 1,946
1 unchanged sentence
Net cash provided by (used in) operating activities 1,597 1,032 (728) 565 1,760
−Removed: Net cash (used in) provided by investing activities (2,145) (303) 409 (1,842) (712)
−Removed: Net cash provided by (used in) financing activities 1,475 (474) (1,513) 1,949 1,039
+Added: Net cash used in investing activities (454) (2,145) (303) 1,691 (1,842)
+Added: Net cash (used in) provided by financing activities (868) 1,475 (474) (2,343) 1,949
Effect of exchange rate changes on cash and cash equivalents (36) 9 (23) (45) 32
Net increase (decrease) in cash, cash equivalents, restricted cash and other settlement deposits 239 371 (1,528) (132) 1,899
−Removed: Cash, cash equivalents, restricted cash and other settlement deposits, beginning of period 591 2,119 1,816 (1,528) 303
−Removed: Cash, cash equivalents, restricted cash and other settlement deposits, end of period $ 962 $ 591 $ 2,119 $ 371 $ (1,528)
+Added: Cash, cash equivalents, restricted cash and other settlement deposits, beginning of year 962 591 2,119 371 (1,528)
+Added: Cash, cash equivalents, restricted cash and other settlement deposits, end of year $ 1,201 $ 962 $ 591 $ 239 $ 371
Operating Activities
−Removed: Net cash provided by operating activities was $1,032 million in 2023, as compared to net cash used in operating activities of $728 million in 2022, an increase of $1,760 million.
−Removed: The increase was attributable to the increase in Cash provided by operating activities before changes in operating assets and liabilities, partially offset by the reduction in cash from Changes in operating assets and liabilities.
−Removed: Cash provided by operating activities before changes in operating assets and liabilities was $1,614 million in 2023, as compared to cash used in operating activities before changes in operating assets and liabilities of $332 million in 2022, an increase of $1,946 million.
−Removed: The increase is primarily attributable to:
−Removed: (i) a decrease in payments of $1,572 million of accrued legal settlements related to the Securities Class Action Settlement, the Glumetza Antitrust Litigation and a RICO class action matter paid during 2022, (ii) insurance recoveries regarding certain legacy litigation matters received in 2023, (iii) changes in business performance and (iv) lower payments of interest included in Operating activities as, due to the accounting treatment for the Exchange Offer, the portion of contractual interest payments on the New Secured Notes which reduce the premium on the New Secured Notes is reported as a Financing activity.
−Removed: During 2023, contractual interest payments on the New Secured Notes allocated to the reduction of the recorded premium were $282 million and are included in Cash flows from financing activities.
−Removed: Changes in operating assets and liabilities resulted in a net decrease in cash of $582 million and $396 million in 2023 and 2022, respectively, an unfavorable change of $186 million.
−Removed: During 2023, Changes in operating assets and liabilities were negatively impacted by:
−Removed: (i) an increase in inventories of $322 million, (ii) the timing of other payments in the ordinary course of business of $223 million and (iii) an increase in trade receivables of $195 million, partially offset by an increase in Accounts payable, accrued and other liabilities of $158 million.
+Added: Net cash provided by operating activities was $1,597 million and $1,032 million for 2024 and 2023, respectively, an increase of $565 million.
+Added: Net cash provided by operating activities includes reductions for interest payments of $1,674 million and $1,533 million and payments for income taxes of $61 million and $237 million for 2024 and 2023, respectively.
+Added: Cash provided by operating activities before changes in operating assets and liabilities was $1,590 million and $1,614 million for 2024 and 2023, respectively, a decrease of $24 million.
+Added: The decrease is primarily attributable to higher payments for litigation matters and interest payments of $220 million and $141 million, respectively, partially offset by additional cash flows from improved operating performance and other of $337 million.
+Added: Changes in operating assets and liabilities resulted in a net increase in cash of $7 million in 2024 and a decrease of $582 million in 2023, a favorable change of $589 million.
+Added: During 2024, Changes in operating assets and liabilities were favorably impacted by timing of other payments in the ordinary course of business of $490 million, partially offset by:
+Added: (i) an increase in inventories of $267 million and (ii) timing of collection of trade receivables of $216 million.
During 2023, Changes in operating assets and liabilities was negatively impacted by:
−Removed: (i) an increase in inventories of $198 million, (ii) increase in Accounts payable, accrued and other liabilities of $75 million, (iii) the timing of other payments in the ordinary course of business of $66 million, driven in part by the impact of the interest payments made on September 30, 2022 associated with the notes tendered in the Exchange Offer and (iv) increase in trade receivables of $57 million.
+Added: (i) an increase in inventories of $322 million, (ii) the timing of other payments in the ordinary course of business of $223 million and (iii) an increase in trade receivables of $195 million, partially offset by an increase in Accounts payable, accrued and other liabilities of $158 million.
Investing Activities
+Added: Net cash used in investing activities was $454 million in 2024 and was primarily driven by Purchases of property, plant and equipment and B+L acquisitions and other investments.
Net cash used in investing activities was $2,145 million in 2023 and was primarily driven by payments of $1,890 million related to the XIIDRA Acquisition, the acquisition of the Blink ® Product Line and the acquisition of AcuFocus, each as previously discussed, and Purchases of property, plant and equipment of $215 million.
−Removed: Net cash used in investing activities was $303 million in 2022 and was primarily driven by Purchases of property, plant and equipment of $218 million.
Financing Activities
+Added: Net cash used in financing activities during 2024 was $868 million and was primarily driven by the Repayments of long-term debt of $1,460 million which includes:
+Added: (i) the repurchase and retirement of certain outstanding senior unsecured notes with aggregate par value of $555 million for approximately $530 million, (ii) $400 million of repayments under the B+L Revolving Credit Facility, (iii) $295 million of contractual interest payments on the 2022 Secured Notes allocated to the reduction of the
+Added: recorded premiums, (iv) $155 million of amortization on the Term Loan B Facilities and (v) repayments of $50 million under our AR Credit Facility and $30 million under our 2027 Revolving Credit Facility, partially offset by the Issuance of long-term debt of $661 million, representing $396 million from the B+L May 2027 Incremental Term Loan B Facility, borrowings of $235 million under the B+L Revolving Credit Facility and $30 million under the 2027 Revolving Credit Facility.
Net cash provided by financing activities during 2023 was $1,475 million and was primarily driven by the Issuance of long-term debt, net of discounts of $3,291 million and includes:
(i) $1,866 million in net proceeds from the B+L October 2028 Secured Notes and B+L September 2028 Term Loan B Facility, a portion of which was used to finance the XIIDRA Acquisition as discussed below, (ii) $665 million of borrowings under the 2027 Revolving Credit Facility, (iii) $350 million of borrowings under the AR Credit Facility and (iv) $410 million in borrowings under the B+L Revolving Credit Facility, partially offset by the Repayments of long-term debt of $1,710 million and includes:
−Removed: (i) $1,270 million of amounts outstanding under our 2027 Revolving Credit Facility and the B+L Revolving Credit Facility, (ii) $282 million of contractual interest payments on the New Secured Notes allocated to the reduction of the recorded premiums, as discussed above, (iii) $151 million of amounts outstanding under our Term Loan B Facilities and (iv) $7 million of repurchases and retirements of certain outstanding senior notes in the open market.
−Removed: Net cash used in financing activities during 2022 was $474 million and was primarily driven by:
−Removed: (i) the issuance of long-term debt (net of discounts) of $6,836 million related to the February 2027 Secured Notes, 2027 Term Loan B Facility, draws on the 2027 Revolving Credit Facility and the B+L Term Loan Facility and (ii) net proceeds from the B+L IPO of $675 million, partially offset by the repayment of long-term debt of $7,846 million related to:
−Removed: (i) the repayment of the outstanding balance under our 2023 Revolving Credit Facility, (ii) the repayment of the outstanding balance of our 6.125% Senior Unsecured Notes, (iii) the repayment of the outstanding balances under our 2025 Term Loan B Facilities and (iv) the repurchase and retirement of certain outstanding senior notes in the open market with an aggregate par value of $927 million for approximately $550 million.
+Added: (i) $1,270 million of amounts outstanding under our 2027 Revolving Credit Facility and the B+L Revolving Credit Facility, (ii) $282 million of contractual interest payments on the 2022 Secured Notes allocated to the reduction of the recorded premiums, as discussed above, (iii) $151 million of amounts outstanding under our Term Loan B Facilities and (iv) $7 million of repurchases and retirements of certain outstanding senior notes in the open market.
See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details regarding the financing activities previously described.
3 unchanged sentences
We believe these sources will be sufficient to meet our current liquidity needs for the next twelve months.
−Removed: Cash, cash equivalents and restricted cash and other settlements as presented in the Consolidated Balance Sheet as of December 31, 2023 includes $334 million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb.
−Removed: Cash held by Bausch + Lomb legal entities and any future cash from the operations, investing and financing activities of Bausch + Lomb, is expected to be retained by Bausch + Lomb entities and is generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders.
−Removed: As discussed in Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements, as of December 31, 2023, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
−Removed: (in millions) 2024 2025 2026 2027 2028 2029 Thereafter Total
+Added: Cash, cash equivalents and restricted cash as presented in the Consolidated Balance Sheet as of December 31, 2024 includes $316 million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb.
+Added: Cash held by Bausch + Lomb legal entities and any future cash from the operating, investing and financing activities of Bausch + Lomb, is expected to be retained by Bausch + Lomb entities and is generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders.
+Added: As of December 31, 2024, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
+Added: (in millions) 2025 2026 2027 2028 2029 2030 2031 Total
Total debt obligations $ 2,380 $ 767 $ 6,963 $ 7,168 $ 1,609 $ 1,130 $ 463 $ 20,480
−Removed: We regularly evaluate market conditions, our liquidity profile and available financing alternatives for opportunities to enhance our capital structure and may consider executing financing transactions, including but not limited to, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings of a portion of our holdings of common shares of Bausch + Lomb), as deemed appropriate, to improve our capital structure and liquidity.
+Added: We regularly evaluate market conditions, our liquidity profile and available financing alternatives and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings of a portion of our holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage our debt maturities and to improve our capital structure and liquidity.
+Added: The principal value of debt obligations due in 2025 includes $1,680 million of 5.50% Senior Secured Notes due on November 1, 2025 and the $535 million of 9.00% Senior Unsecured Notes due on December 15, 2025.
+Added: The principal value of the debt obligations due in 2026 includes $602 million of 9.25% Senior Unsecured Notes due on April 1, 2026.
+Added: We believe that our existing sources of liquidity, including current cash balances, cash generated from operations, and availability under our Revolving Credit Facility, AR Credit Facility and Bridge Facility (as discussed below) will be sufficient to meet these debt obligations at or prior to their maturity.
+Added: Our ability to satisfy the remaining debt obligations will depend upon our future operating performance, as well as our continuing efforts to improve our balance sheet, including raising new capital, refinancing debt, and/or monetizing a portion of our holdings of common shares of Bausch + Lomb.
+Added: Our ability to raise new capital or refinance our debt or monetize a portion of our holdings of common shares of Bausch + Lomb, will depend on the capital markets and our financial condition at such times.
+Added: Our financing initiatives will also depend upon factors including prevailing economic conditions and financial, business and other factors, many of which are beyond our control.
+Added: If we are unable to refinance on terms acceptable to us, whether because of the condition of the capital markets or our own financial condition, we may be unable to raise new capital or to restructure or refinance our debt, or to do so on terms that
+Added: are favorable to us.
+Added: Additional information about these factors can be found in Item 1A.
+Added: “Risk Factors – Debt-related Risks” of this Form 10-K.
+Added: Bridge Facility
+Added: On February 11, 2025, 1261229 B.C.
+Added: Ltd., entered into a commitment with a third-party lender to provide a senior secured bridge loan facility in an aggregate principal amount of up to $700 million, subject to limitations based on the value of the collateral (the “Bridge Facility”).
+Added: The obligations to fund the Bridge Facility terminate after September 9, 2025, and are subject to customary terms and conditions.
+Added: If funded, collateral for the Bridge Facility would include a portion of the Bausch + Lomb shares owned by the Company.
+Added: The Bridge Facility, if funded, will mature 364 days from the date of funding and is expected to bear interest at the Company’s option, at either:
+Added: (a) the term SOFR rate subject to a floor of 0.50% per annum plus 475 basis points per annum or (b) the Alternate Base Rate plus 375 basis points per annum, in each case subject to customary step ups prior to maturity.
+Added: In the event the Bridge Facility is funded, the sole recourse of any Bridge Facility lender would be limited to 1261229 B.C.
+Added: and the collateral granted by it.
Long-term Debt
Long-term debt, net of unamortized premiums, discounts and issuance costs was $21,616 million and $22,388 million as of December 31, 2024 and 2023, respectively.
−Removed: Aggregate contractual principal amounts due under our debt obligations were $21,006 million and $19,110 million as of December 31, 2023 and 2022, respectively, an increase of $1,896 million.
+Added: Aggregate contractual principal amounts due under our debt obligations were $20,480 million and $21,006 million as of December 31, 2024 and 2023, respectively, a decrease of $526 million.
See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further for additional information regarding long term debt.
2 unchanged sentences
Prior to the September 2023 Credit Facility Amendment (as defined below), the Credit Agreement provided for a term loan of $2,500 million with a five-year term to maturity (the “B+L May 2027 Term Loan B Facility”) and a five-year revolving credit facility of $500 million (the “B+L Revolving Credit Facility”).
−Removed: B+L 8.375% Senior Secured Notes and B+L Term Loan B Facility - September 2023 Financing
+Added: B+L Senior Secured Notes and B+L Term Loan B Facility
On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility.
−Removed: This incremental term loan facility was entered into in the form of an incremental amendment (the “September 2023 Credit Facility Amendment”) to Bausch + Lomb’s existing Credit Agreement (the Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “B+L Amended Credit Agreement”) and consisted of borrowings of $500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility” and, together with the B+L May 2027 Term Loan B Facility and the B+L Revolving Credit Facility, the “ B+L Senior Secured Credit Facilities”).
−Removed: A portion of the proceeds from the B+L September 2028 Term Loan B Facility and the B+L October 2028 Secured Notes were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 3, “ACQUISITIONS, LICENSING AGREEMENTS AND DIVESTITURE” to our audited Consolidated Financial Statements) and related acquisition and financing costs.
+Added: This incremental term loan facility was entered into in the form of an incremental amendment (the “September 2023 Credit Facility Amendment”) to existing B+L Credit Agreement (the B+L Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “Initial B+L Amended Credit Agreement”) and consisted of borrowings of $500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”).
+Added: A portion of the proceeds from the B+L September 2028 Term Loan B Facility and the B+L October 2028 Secured Notes were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 3, “ACQUISITIONS AND LICENSING AGREEMENTS” to our audited Consolidated Financial Statements) and related acquisition and financing costs.
+Added: On April 19, 2024, Bausch + Lomb entered into a Suspension of Rights Agreement (the “B+L Suspension of Rights Agreement”) with respect to the Initial B+L Amended Credit Agreement, pursuant to which Canadian dollar-denominated loans ceased to be available from June 28, 2024 until such date as the parties enter into an amendment of the Initial B+L Amended Credit Agreement to replace the Canadian Dollar Offered Rate with an alternative benchmark with respect to Canadian dollar-denominated loans.
+Added: On November 1, 2024, Bausch + Lomb entered into an additional incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility.
+Added: This incremental term loan facility was entered into in the form of an incremental amendment (the “November 2024 Credit Facility Amendment”) to the Initial B+L Amended Credit Agreement (the Initial B+L Amended Credit Agreement, as amended by the November 2024 Credit Facility Amendment, the “B+L Second Amended Credit Agreement”) and consisted of borrowing $400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility” and, together with the B+L September 2028 Term Loan B Facility and the B+L May 2027 Term Loan B Facility, the “B+L Term Facilities,”;
+Added: the B+L Term Facilities, together with the B+L Revolving Credit Facility, the “B+L Senior Secured Credit Facilities”).
+Added: The proceeds from the B+L May 2027 Incremental Term Loan B Facility were used to repay revolving loans outstanding under the B+L Amended Credit Agreement and for general corporate purposes.
The B+L Senior Secured Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions.
3 unchanged sentences
As of December 31, 2024, the B+L Revolving Credit Facility had $110 million of outstanding borrowings, $32 million of issued and outstanding letters of credit and $358 million of remaining availability.
−Removed: On September 29, 2023, Bausch + Lomb issued $1,400 million aggregate principal amount of 8.375% Senior Secured Notes due October 2028.
−Removed: A portion of the proceeds from the B+L October 2028 Secured Notes, along with the proceeds of B+L September 2028 Term Loan B Facility, were used to finance the $1,750 million upfront payment related to the XIIDRA Acquisition (as discussed above) and related acquisition and financing costs.
−Removed: The B+L October 2028 Secured Notes accrue interest at a rate of 8.375% per year, payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2024.
−Removed: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details.
−Removed: Accounting for the Exchange Offer
−Removed: The Company performed an assessment of the Exchange Offer and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60.
−Removed: As a result of the application of this accounting, the difference between the principal amount of the New Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.
−Removed: The original premium recorded on the New Secured Notes was $1,835 million, which will be reduced as contractual interest payments are made on the New Secured Notes.
+Added: Accounting for the 2022 Exchange
+Added: The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60.
+Added: As a result of the application of this accounting, the difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.
+Added: The original premium recorded on the 2022 Secured Notes was $1,835 million, which will be reduced as contractual interest payments are made on the 2022 Secured Notes.
The portion of each contractual interest payment allocated to reduce the recorded premium is determined as the difference between the payment due and the calculated interest at the effective interest rate of the underlying carry amount of the associated note.
−Removed: During 2023, contractual interest related to the New Secured Notes was $321 million, of which $282 million was recorded as a reduction of the recorded premium.
−Removed: The following table presents the future scheduled contractual interest payments of the New Secured Notes.
+Added: During 2024 and 2023, the Company made contractual interest payments of $334 million and $321 million, respectively related to the 2022 Secured Notes, of which $295 million and $282 million, respectively was recorded as a reduction of the premium .
+Added: The following table presents the future scheduled contractual interest payments of the 2022 Secured Notes.
Contractual interest payments will be allocated to the reduction of the recorded premium and interest expense as presented below.
The amount of interest which reduces the recorded premium will be reported as a financing activity in the Consolidated Statements of Cash Flows.
−Removed: (in millions) 2024 2025 2026 2027 2028 2029 and thereafter Total
+Added: (in millions) 2025 2026 2027 2028 2029 2030 Total
Interest payments:
7 unchanged sentences
$ 334 $ 334 $ 334 $ 290 $ 49 $ 50 $ 1,391
−Removed: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details on the accounting for the Exchange Offer.
+Added: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further details on the accounting for the 2022 Exchange.
Senior Secured Notes
13 unchanged sentences
On a non-consolidated basis, the non-guarantor subsidiaries had total assets of $16,252 million and $16,306 million and total liabilities of $8,982 million and $8,575 million as of December 31, 2024 and 2023, and revenues of $5,509 million and $4,653 million and operating income of $110 million and $119 million for 2024 and 2023, respectively.
−Removed: The aggregate principal amount of our Senior Unsecured Notes as of December 31, 2023 and 2022 was $5,791 million and $5,798 million, respectively, a decrease of $7 million, attributable to the repurchase and retirement of certain outstanding Senior Unsecured Notes in the open market with an aggregate par value of approximately $8 million.
+Added: The aggregate principal amount of our Senior Unsecured Notes as of December 31, 2024 and 2023 was $5,235 million and $5,791 million, respectively, a decrease of $556 million, primarily attributable to the repurchase and retirement of certain outstanding Senior Unsecured Notes in the open market with an aggregate par value of approximately $555 million.
Accounts Receivable Credit Facility
7 unchanged sentences
(i) the unfunded portion of the lenders’ commitments or (ii) 50% of the total lenders’ commitments.
−Removed: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for further for additional details.
+Added: See Note 10, “FINANCING ARRANGEMENTS” to our audited Consolidated Financial Statements for additional details.
Availability Under Revolving Credit Facilities
1 unchanged sentence
As of February 19, 2025, we have $300 million of outstanding borrowings, in the aggregate, and the AR Facility Agreement provides for up to an additional $300 million of availability, subject to certain borrowing base tests.
−Removed: As of February 22, 2024, there were $225 million of outstanding borrowings, $26 million of issued and outstanding letters of credit and $249 million remaining availability under the B+L Revolving Credit Facility.
−Removed: Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L Revolving Credit Facility are not available to fund the operations, investing and financing activities of Bausch Health.
+Added: As of February 19, 2025, there were $110 million of outstanding borrowings, $32 million of issued and outstanding letters of credit and $358 million of remaining availability under the B+L Revolving Credit Facility.
+Added: Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.
Covenant Compliance
1 unchanged sentence
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.
−Removed: Any inability to comply with the covenants under the terms of our 2022 Amended 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.
+Added: Any inability to comply with the covenants under the terms of our 2022 Amended 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
+Added: 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.
1 unchanged sentence
As of December 31, 2024, 1261229 B.C.
−Removed: Ltd., directly or indirectly held 88% of the issued and outstanding shares of Bausch + Lomb, as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s indentures.
−Removed: In connection therewith, Bausch + Lomb and its subsidiaries, are now unrestricted subsidiaries of the Company and, as a result, are no longer subject to the covenants under the relevant Bausch Health indentures, and the earnings and debt of Bausch + Lomb, as defined in the relevant indentures, are also not included in the calculation of the Company’s financial maintenance covenant.
+Added: Ltd., directly or indirectly held approximately 88% of the issued and outstanding shares of Bausch + Lomb, as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s indentures.
+Added: In connection therewith, Bausch + Lomb and its subsidiaries, are now unrestricted subsidiaries of the Company and, as a result, are not subject to the covenants under the relevant Bausch Health indentures, and the earnings and debt of Bausch + Lomb, as defined in the relevant indentures, are also not included in the calculation of the Company’s financial maintenance covenant.
The Company continues to take steps to seek 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.
−Removed: The Company may consider taking other actions, including divesting other businesses, refinancing debt and issuing equity or equity-linked securities including secondary offerings of the common shares of Bausch + Lomb, as deemed appropriate, to provide additional coverage in complying with the financial maintenance covenant and meeting its debt service obligations.
+Added: The Company may consider taking other actions, including divesting other businesses, refinancing debt, issuing equity or equity-linked securities, and the monetization of a portion of its holdings of Bausch + Lomb, as deemed appropriate, to provide additional coverage in complying with the financial maintenance covenant and meeting its debt service obligations.
Weighted Average Interest Rate
−Removed: The accounting for the Exchange Offer results in the New Secured Notes being carried at a premium relative to their principal amount and will result in no interest expense being recorded in our financial statements for a significant portion of the New Secured Notes.
−Removed: Therefore, interest expense recorded in our consolidated financial statements will differ significantly from the contractual interest rates of the New Secured Notes and term loan facilities.
+Added: The accounting for the 2022 Exchange results in the 2022 Secured Notes being carried at a premium relative to their principal amount and will result in no interest expense to be recorded in our financial statements for a significant portion of the 2022 Secured Notes.
+Added: Therefore, interest expense recorded in our consolidated financial statements will differ significantly from the contractual interest rates of our debt.
The weighted average interest rate of our debt as reported in our financial statements and the weighted average stated rate of interest was 6.22% and 7.72%, respectively, as of December 31, 2024.
Focus on Capitalization of the Post-separation Entities
−Removed: In connection with the B+L Separation, we have emphasized that it is important that the post-separation entities be well-capitalized, with appropriate leverage and with access to additional capital, if and when needed, to provide each entity with the ability to independently allocate capital to areas that will strengthen their own competitive positions in their respective lines of business and position each entity for sustainable growth.
−Removed: Therefore, we see the appropriate capitalization and leverage of these businesses post-separation as a key to bringing out the maximum value across our portfolio of assets and it continues to be a primary objective of our plan of separation.
+Added: In connection with the B+L Separation, we have emphasized that it is important that the post-separation entities be appropriately capitalized, with appropriate leverage and with access to additional capital, if and when needed, to provide each entity with the ability to independently allocate capital to areas that will strengthen their own competitive positions in their respective lines of business and position each entity for sustainable growth.
+Added: Therefore, we see the appropriate capitalization and leverage of these businesses post-separation as a key to bringing out additional value across our portfolio of assets and it continues to be a primary objective of our plan of separation.
Credit Ratings
3 unchanged sentences
Rating Agency Corporate Rating Senior Secured Rating Senior Unsecured Rating Outlook Corporate Rating Senior Secured Rating Outlook
−Removed: Moody’s Caa2 Caa1 Ca Negative B1 Negative
−Removed: Standard & Poor’s CCC CCC+ CCC- Negative B- B- Positive
+Added: Moody’s Caa2 Caa1 Ca Stable B1 Stable
+Added: Standard & Poor’s CCC+ B- CCC Negative B- B- Positive
Fitch CCC B C No Outlook B- BB- Rating Watch Evolving
Bausch Health Companies Inc.
−Removed: - On October 3, 2023, Fitch lowered its senior unsecured rating to C.
−Removed: Bausch + Lomb Corporation - There were no changes to the corporate credit ratings of Bausch + Lomb Corporation during the fourth quarter of 2023, as compared to the third quarter of 2023.
+Added: - There were no changes to the corporate credit ratings or other credit ratings of the Company during the fourth quarter of 2024.
+Added: Bausch + Lomb Corporation - There were no changes to the corporate credit ratings or other credit ratings of Bausch + Lomb during the fourth quarter of 2024.
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.
1 unchanged sentence
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.
−Removed: Our other future cash requirements relate to working capital, capital expenditures, business development transactions (contingent consideration), restructuring, integration, separation and IPO costs, benefit obligations and litigation settlements.
+Added: 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.
1 unchanged sentence
In addition to our working capital requirements, as of December 31, 2024, we expect our primary cash requirements for 2025 to include:
−Removed: • Debt repayments and interest payments —Based on our debt portfolio, we expect to make mandatory amortization and interest payments of approximately $1,800 million during 2024.
+Added: • Debt repayments and interest payments —Based on our debt portfolio, we expect to make mandatory maturities and amortization payments of approximately $2,380 million and interest payments of approximately $1,570 million during 2025.
We have and, in the future, may also elect to make additional principal payments under certain circumstances.
−Removed: Further, in the ordinary course of business, we may borrow and repay additional amounts under our credit facilities using cash on hand, cash from operations and cash provided from the sale of common stock and additional debt financings in connection with the B+L Separation;
+Added: Further, in the ordinary course of business, we may borrow and repay additional amounts under our credit facilities using cash on hand, cash from operations and cash provided from other financing or refinancing actions, including the sale of equity or equity-linked securities, additional debt financings, and the monetization of a portion of our holdings of Bausch + Lomb;
• Capital expenditures —We expect to make payments of approximately $340 million for property, plant and equipment during 2025;
−Removed: • Contingent consideration and milestone payments —We expect to make contingent consideration payments of approximately $40 million during 2024 and;
+Added: • Contingent consideration and milestone payments —We expect to make contingent consideration and milestone payments of approximately $50 million during 2025 and;
• Benefit obligations —We expect to make aggregate payments under our pension and postretirement obligations of $6 million during 2025.
1 unchanged sentence
Future Costs of B+L Separation
−Removed: The Company has incurred costs associated with activities to complete the B+L Separation and the suspended Solta IPO and will continue to incur costs associated with the B+L Separation.
−Removed: These activities include the costs of:
−Removed: (i) separating Bausch + Lomb businesses from the remainder of the Company and (ii) registering Bausch + Lomb as an independent publicly traded entity.
−Removed: Separation and IPO costs are incremental costs directly related to the B+L Separation and Solta IPO and include, but are not limited to:
−Removed: (i) legal, audit and advisory fees, (ii) talent acquisition costs and (iii) costs associated with establishing new boards of directors and related board committees for Bausch + Lomb.
−Removed: The Company has also incurred, and will incur, separation-related and IPO-related costs which are incremental costs indirectly related to the B+L Separation.
+Added: The Company has incurred costs associated with activities to complete the B+L Separation and will continue to incur costs associated with the B+L Separation.
+Added: These activities include the costs of separating the Bausch + Lomb business from the remainder of the Company.
+Added: Separation costs are incremental costs directly related to the B+L Separation and include, but are not limited to, legal, audit and advisory fees.
+Added: The Company has also incurred, and will incur, separation-related costs which are incremental costs indirectly related to the B+L Separation.
These costs include, but are not limited to:
−Removed: (i) IT infrastructure and software licensing costs, (ii) rebranding costs and (iii) costs associated with facility relocation and/or modification.
+Added: (i) rebranding costs and (ii) costs associated with facility relocation and/or modification.
The extent and timing of future charges for these costs cannot be reasonably estimated at this time and could be material.
12 unchanged sentences
In connection with these agreements, the Company may pay an upfront fee to secure the agreement.
−Removed: See Note 3, “ACQUISITIONS, LICENSING AGREEMENTS AND DIVESTITURE” to our audited Consolidated Financial Statements.
+Added: See Note 3, “ACQUISITIONS AND LICENSING
+Added: AGREEMENTS” 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
−Removed: As of December 31, 2023, the Company had unrecognized tax benefits totaling $30 million which are expected to be realized within the next twelve months.
+Added: As of December 31, 2024, the Company had unrecognized tax benefits totaling $924 million of which, $9 million is expected to change in 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.
Future Repurchases of Debt
32 unchanged sentences
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.
−Removed: However, the repayment of the credit facility, senior notes and the intercompany loans denominated in U.S.
+Added: However, the repayment of the credit facility, senior
+Added: notes and the intercompany loans 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.
12 unchanged sentences
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
−Removed: 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
−Removed: inherently uncertain.
+Added: 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.
23 unchanged sentences
If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets acquired are not a business.
−Removed: To be considered a business, set of assets acquired and/or liabilities assumed acquired must include the minimum inputs and substantive processes necessary to significantly contribute to the ability to produce outputs exist.
+Added: To be considered a business, the set of assets acquired and/or liabilities assumed must include the minimum inputs and substantive processes necessary to significantly contribute to the ability to produce outputs.
If the set of assets acquired and/or liabilities assumed are deemed to constitute a business, the Company accounts for the acquisition as a business combination.
6 unchanged sentences
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.
−Removed: 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.
+Added: The fair value measurement of contingent consideration obligations arising from business combinations is generally determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs.
These inputs may include:
6 unchanged sentences
Goodwill is not recognized in an asset acquisition.
−Removed: The amount allocated to acquired IPR&D with no alternative future use is charged to Other expense at the acquisition date and any future contingent consideration is not recorded until it becomes probable.
+Added: The amount allocated to acquired IPR&D with no alternative future use is charged to Other expense at the acquisition date.
+Added: Additionally, any future contingent consideration is not recorded until it becomes probable and reasonably estimable.
Intangible Assets
−Removed: 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.
+Added: We evaluate potential impairments of finite-lived intangible assets acquired through asset acquisitions or business combinations whenever 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:
10 unchanged sentences
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.
−Removed: 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.
+Added: 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 approximately 20 years.
In connection with an impairment evaluation, we also reassess the remaining useful life of the intangible asset and modify it, as appropriate.
4 unchanged sentences
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Focus on Value and Core Businesses” for additional information regarding our R&D programs.
−Removed: During the years 2023, 2022 and 2021, we recorded goodwill impairment charges of $493 million, $824 million and $469 million, respectively.
+Added: There were no goodwill impairments during 2024.
+Added: During the years 2023 and 2022, we recorded goodwill impairment charges of $493 million and $824 million, respectively.
As of December 31, 2024, we maintain 10 reporting units, nine of which comprise our goodwill balance.
7 unchanged sentences
These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, growth rates and other market factors.
−Removed: During 2023, we performed interim assessments of our Dermatology and Neurology reporting units within the Diversified segment.
−Removed: Our annual goodwill impairment test as of October 1, 2023, included performing separate quantitative fair value tests for the International reporting unit, the Generics reporting unit within our Diversified segment and the three reporting units within our Bausch + Lomb segment.
+Added: Our annual goodwill impairment test as of October 1, 2024, included performing separate quantitative fair value tests for our Generics and Dermatology reporting units within the Diversified segment.
For our remaining reporting units, we conducted our annual goodwill impairment test as of October 1, 2024, by first assessing qualitative factors.
Based on our qualitative assessment as of October 1, 2024, we believed that it was more likely than not that the carrying amounts of the remaining reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for those reporting units was not required.
−Removed: As part of our 2021 annual testing, we determined that the Dermatology reporting unit had approximately 10% headroom as of October 1, 2021.
−Removed: Given its limited headroom, we continued to monitor the market conditions impacting the Dermatology reporting unit during each quarterly reporting period and performed quantitative fair value testing as of March 31, 2022, June 30, 2022 and September 30, 2022.
+Added: We continued to monitor the market conditions impacting the Dermatology reporting unit during each quarterly reporting period and performed quantitative fair value testing as of March 31, 2022, June 30, 2022 and September 30, 2022.
The quantitative fair value tests utilized our most recent cash flow projections for the Dermatology reporting unit as revised at each testing date to reflect current market conditions and current trends in business performance.
5 unchanged sentences
This evaluation supported management’s previous expectations for long-term business performance.
−Removed: Additionally, based on corporate bond rates as of December 31, 2022, we concluded that discount rates would not
−Removed: have increased during the fourth quarter as compared to the discount rate used in determining the fair value of the reporting unit as of September 30, 2022.
+Added: Additionally, based on corporate bond rates as of December 31, 2022, we concluded that discount rates would not have increased during the fourth quarter as compared to the discount rate used in determining the fair value of the reporting unit as of September 30, 2022.
As a result, no facts or circumstances were identified which indicated that additional fair value quantitative testing during the period October 1, 2022 through December 31, 2022 was necessary.
4 unchanged sentences
Based on the quantitative fair value testing, a goodwill impairment of $151 million was recognized.
+Added: During 2024, we continued to monitor business performance of the Dermatology reporting unit.
+Added: Given the market conditions that the reporting unit operates in and the impairment to this reporting unit as of September 30, 2023 left no headroom, the Company performed a separate quantitative fair value test as part of its annual goodwill impairment test as of October 1, 2024.
+Added: The quantitative fair value test for the Dermatology reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance.
+Added: The quantitative assessment utilized a long-term growth rate of 0% and a discount rate of 9.50% in the estimation of the reporting unit’s fair value.
+Added: After completing the testing, the fair value of Dermatology reporting unit exceeded its carrying value by more than 50%, and, therefore, there was no impairment to goodwill.
The Neurology reporting unit operates in the United States, where shifting market dynamics, including changes in payer demands (such as pharmaceutical market access and contractual pricing), health care legislation, and other regulations are contributing to increasing pressure for the reduction of healthcare costs, through both pricing of pharmaceutical products and/or directing patients to lower cost unbranded generic products.
−Removed: This includes recent changes related to pharmaceutical pricing by the Federal government, including the passage of the Inflation Reduction Act (IRA) in August 2022 and, effective in 2024, changes to Medicaid rebate caps (passed as part of the American Rescue Plan Act of 2021).
+Added: This includes recent changes related to pharmaceutical pricing by the Federal government, including the passage of the IRA in August 2022 and, effective in 2024, changes to Medicaid rebate caps (passed as part of the American Rescue Plan Act of 2021).
The nature of the Neurology reporting unit’s product portfolio, which includes branded generic pharmaceuticals, is by its nature more directly impacted by these changing market dynamics, creating increased pressure on the reporting unit’s long-term financial performance.
−Removed: In response to these pressures, as well as to consider current market conditions and anticipated increased competition from new market entrants in 2023, we took steps to:
+Added: In response to these pressures, as well as to
+Added: consider current market conditions and anticipated increased competition from new market entrants in 2023, we took steps to:
(i) reassess our pricing strategies, (ii) re-evaluate our marketing and promotional efforts and (iii) reduce our cost structure, and we have revised our long-term forecasts for the Neurology reporting unit to reflect these developments.
1 unchanged sentence
Based on the quantitative fair value testing performed as October 1, 2022, a $622 million impairment to the goodwill of the Neurology reporting unit was recognized.
−Removed: Through the nine months ended September 30, 2023, the Neurology reporting unit performed largely in line with the forecast used in its last quantitative fair value test (October 1, 2022).
+Added: Through the nine months ended September 30, 2023, the Neurology reporting unit performed largely in line with the forecast used in its previous quantitative fair value test (October 1, 2022).
During the third quarter of 2023, as a result of actions taken by management in response to changing market dynamics driven by recent legislation, changes to the future expected commercial insurance coverage for certain key products, and a projected shift in the channels of business, the Company’s assessment of future business performance indicated that the reporting unit’s future financial results were below the assumptions used in the last quantitative fair value test.
−Removed: After considering the limited headroom as a result of the impairment to goodwill of the Neurology reporting unit when last tested (October 1, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three months ended September 30, 2023, the Neurology reporting unit was impaired.
+Added: After considering the limited headroom as a result of the impairment to goodwill of the Neurology reporting unit when previously tested (October 1, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three months ended September 30, 2023, the Neurology reporting unit was impaired.
The quantitative assessment utilized a long-term growth rate of -2.5% and a discount rate of 10.50% in the estimation of the reporting unit’s fair value.
Based on the quantitative fair value testing, a goodwill impairment of $251 million was recognized.
+Added: During 2024, no facts or circumstances were identified which would indicate that additional fair value quantitative testing was necessary.
The Generics reporting unit operates in the United States, where shifting market dynamics have led to increased competition with respect to generic pharmaceuticals which impacts both pricing and potential market share.
5 unchanged sentences
As of December 31, 2023, the Generics reporting unit had remaining goodwill of $227 million.
+Added: During 2024, we continued to monitor the business performance of the Generics reporting unit.
+Added: Given the continuation of the market conditions and trends in business performance in 2024 for this reporting unit, a separate quantitative fair value test was performed.
+Added: The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance.
+Added: The quantitative assessment utilized a long-term growth rate of 1.0% and a discount rate of 8.50% in the estimation of the reporting unit’s fair value.
+Added: After completing the testing, the fair value of Generics reporting unit exceeded its carrying value by approximately 50%, and therefore, there was no impairment to goodwill.
International
−Removed: The quantitative fair value test for the International reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2023 which reflected current market conditions and current trends in business performance.
+Added: The International reporting unit was last quantitative fair value tested as of October 1, 2023, utilizing the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2023 which reflected current market conditions and current trends in business performance.
The quantitative assessment utilized a long-term growth rate of 3.0% and discount rate of 12.50%, in the estimation of the fair value of the reporting unit.
After completing the testing, the fair value of the reporting unit exceeded its carrying value by more than 45%, and, therefore, there was no impairment to goodwill.
−Removed: On August 10, 2022, the Norwich Legal Decision was issued that held, among other matters, that certain U.S.
−Removed: Patents protecting the composition and use of Xifaxan ® for treating IBS-D were invalid.
−Removed: On August 16, 2022, the Company appealed the Norwich Legal Decision and intends to vigorously defend its Xifaxan ® intellectual property.
−Removed: See “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements for further details of this litigation matter and our response.
−Removed: Xifaxan ® revenues represent approximately 80% of the Salix reporting unit’s revenue.
−Removed: The ultimate outcome of the Norwich Legal Decision and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® .
−Removed: As a result of the uncertainty of the possible outcomes of the Norwich Legal Decision and the potential impact on Xifaxan ® cash flows, we performed a quantitative fair value test as of September 30, 2022.
+Added: The Company has filed lawsuits against third-party generic manufacturers that have sent the Company Notices of Paragraph IV Certification for Xifaxan ® .
+Added: See “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements for details of these litigation matters and the Company’s response.
+Added: Xifaxan ® revenues currently represent approximately 85% of the Salix reporting unit’s revenue.
+Added: The ultimate outcome of the Xifaxan ® Generics Litigation and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® .
+Added: As a result of the uncertainty of the possible outcomes of the Xifaxan ® Generics Litigation, particularly the Norwich Legal Decision, and the potential impact on Xifaxan ® cash flows, we performed a quantitative fair value test as of September 30, 2022.
Our quantitative fair value test used a probability-weighted discounted cash flow analysis, with a base case representing our most recent cash flow projections as revised in the third quarter of 2022, as well as different scenarios representing a range of different outcomes which address, among other things, the range of possible outcomes of the Norwich Legal Decision and the timing of when a competitor or competitors could be able to successfully launch a generic version of Xifaxan ® , if they are able to launch one at all.
2 unchanged sentences
However, as our probability-weighted discount valuation includes certain scenarios under which the Company does not retain market exclusivity for Xifaxan ® through January 2028, the headroom for the Salix reporting was less than 5%.
−Removed: Given its limited headroom, we continued to monitor market conditions affecting the Salix reporting unit, as well as any developments in the Norwich Legal Decision.
−Removed: Through December 31, 2022, there were no material developments in the facts and circumstances of the Norwich Legal Decision, including management’s assessment as to a competitor’s ability to launch a successful generic version to Xifaxan ® prior to January 2028, if they are able to launch one at all.
+Added: Given its limited headroom, we continued to monitor market conditions affecting the Salix reporting unit, as well as any developments in the Xifaxan ® Generics Litigation.
+Added: Through December 31, 2022, there were no material developments in the facts and circumstances of the Xifaxan ® Generics Litigation, including management’s assessment as to a competitor’s ability to launch a successful generic version to Xifaxan ® prior to January 2028, if they are able to launch one at all.
During the fourth quarter of 2022, we evaluated the reporting unit’s performance as well as our revised long-term forecasts in light of current market conditions, current trends in business performance and the expected impacts of management’s latest business strategies.
2 unchanged sentences
As a result, no facts or circumstances were identified which would indicate that additional fair value quantitative testing during the period October 1, 2022 through December 31, 2022 was necessary.
−Removed: During 2023, no facts or circumstances were identified which would indicate that additional fair value quantitative testing was necessary.
+Added: During 2023 and 2024, no facts or circumstances were identified which would indicate that additional fair value quantitative testing was necessary.
Bausch + Lomb Reporting Units
The quantitative fair value test for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment as of October 1, 2023 utilized the most recent cash flow projections for each of the reporting units as revised in the fourth quarter of 2023 which reflected current market conditions and current trends in business performance.
−Removed: After completing the testing, the fair value of each of these reporting units had headroom in excess of 25%, and, therefore, there was no impairment to goodwill.
−Removed: The quantitative fair value test for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment as of October 1, 2023 utilized the most recent cash flow projections for each of the reporting units as revised in the fourth quarter of 2022 which reflected current market conditions and current trends in business performance.
−Removed: After completing the testing, the fair value of each of these reporting units had headroom in excess of 25%, and, therefore, there was no impairment to goodwill.
+Added: After completing the testing, the fair value of each of these reporting units had headroom in excess of 25% in 2023, and therefore, there was no impairment to goodwill.
+Added: Bausch + Lomb conducted its annual goodwill impairment test as of October 1, 2024, by first assessing qualitative factors.
+Added: Based on its qualitative assessment as of October 1, 2024, management believed that, it was more likely than not that the carrying amounts of each of its reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test was not required.
During the period October 1, 2024 through December 31, 2024, we continued to monitor the market conditions and trends in business performance for all our reporting units, including the Dermatology, Neurology, International and Generics reporting units, as discussed above.
−Removed: We determined that, no events occurred, or circumstances changed that would indicate that
−Removed: the fair value of any reporting unit might be below its carrying value as of December 31, 2023.
+Added: We determined that, no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value as of December 31, 2024.
Our reporting units that were impaired were written down to their respective fair values resulting in zero headroom as of the applicable impairment test dates.
−Removed: Accordingly, these reporting units and others that have 10% or less excess fair value over carrying amount have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.
+Added: Accordingly, these assessments are reliant upon assumptions of future performance, discount rates and long-term growth rates, and changes in those assumptions could result in impairment, particularly for those reporting units that have limited or no headroom.
Any such impairment could be material to our results of operations in the period in which it was to occur.
−Removed: Market factors outside of our control, which could result in future impairment to our reporting units, include but are not limited to:
−Removed: additional government-mandated pricing actions, higher than expected inflation, continued interest rate pressures, changes in medical reimbursements by third-party payors, additional unforeseen market entrants, unforeseen loss or exclusivity to significant products, changes in foreign currency exchange rates, unforeseen challenges to our patents including the ultimate outcome to the Norwich Legal Decision, geopolitical factors, changes in tax legislation and other significant adverse changes in the markets in which we operate.
+Added: Market factors outside of our control, which could result in future impairment to goodwill and other assets, include but are not limited to:
+Added: additional government-mandated pricing actions, higher than expected inflation, continued interest rate pressures, changes in medical reimbursements by third-party payors, additional unforeseen market entrants, unforeseen loss or exclusivity to significant products, changes in foreign currency exchange rates, unforeseen challenges to our patents including the ultimate outcome to the Xifaxan ® Generics Litigation, geopolitical factors, changes in tax legislation and other significant adverse changes in the markets in which we operate.
Additionally, factors such as our inability to successfully execute our business strategies, failure to attain our assumed growth rates and margins or should we decide to divest certain non-strategic assets could lead to the impairment of one or more of our reporting units in the future.
−Removed: As outlined above, our quantitative fair value testing procedures performed during the three months ended September 30, 2023 and as of October 1, 2023 represented in the aggregate, approximately $7,820 million, or 70% of our $11,183 million goodwill balance as of December 31, 2023.
+Added: As outlined above, our quantitative fair value testing procedures performed as of October 1, 2024 represented in the aggregate, approximately $556 million, or 5% of our $11,087 million goodwill balance as of December 31, 2024.
Our quantitative fair value testing procedures performed during the three months ended September 30, 2023 and as of October 1, 2023 represented in the aggregate, approximately $7,820 million, or 70% of our $11,183 million goodwill balance as of December 31, 2023.
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our ability to comply with the financial and other covenants contained in the 2022 Amended Credit Agreement, senior notes indentures and the AR Facility Agreement;
−Removed: the ability of our subsidiary, Bausch + Lomb, to comply with the financial and other covenants contained in the B+L Senior Credit Facilities and the B+L October 2028 Secured Notes;
+Added: the ability of our subsidiary, Bausch + Lomb, to comply with the financial and other covenants contained in the B+L Senior Secured Credit Facilities and the B+L October 2028 Secured Notes;
the impact of our distribution, fulfillment and other third-party arrangements;
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our impairment assessments, including the assumptions used therein and the results thereof;
−Removed: the impact of the COVID-19 pandemic;
−Removed: the anticipated impact from the ongoing conflicts between Russia and Ukraine and between Israel and Hamas;
−Removed: and the Company’s plan to separate its eye- health business, including the structure and timing of completing such separation transaction.
−Removed: 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”, “decrease” or “increase” and variations or other similar expressions.
+Added: the potential impacts of proposed health care reform measures;
+Added: the anticipated effect of current market conditions and recessionary pressures in one or more of our markets;
+Added: the anticipated effect of macroeconomic factors, including inflation and imposition of and adverse changes to tariff and other trade protection measures;
+Added: the anticipated impact from the ongoing conflicts between Russia and Ukraine and between Israel, Hamas and other countries and militant groups in the region;
+Added: and the Company’s plan to separate its eye-health business, including the costs, structure and timing of completing such separation transaction.
+Added: 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”, “likely”, “evolve”, “decrease” 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.
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Actual results may differ materially from those expressed or implied in such statements.
−Removed: Important factors, risks and
−Removed: uncertainties that could cause actual results to differ materially from these expectations include, among other things, the following:
−Removed: • the impact of current market and economic conditions in one or more of our markets on our ability to grow our business;
−Removed: • the impact of inflation and other macroeconomic factors on our business and operations;
+Added: Important factors, risks and uncertainties that could cause actual results to differ materially from these expectations include, among other things, the following:
+Added: • the impact of current market and economic conditions in one or more of our markets on our business;
+Added: • the impact of inflation and other macroeconomic factors on our financial results and operations;
• ongoing litigation and potential additional litigation, claims, challenges and/or regulatory investigations challenging or otherwise relating to the B+L IPO and the B+L Separation and the costs, expenses, use of resources, diversion of management time and efforts, liability and damages that may result therefrom;
−Removed: • with respect to the B+L Separation, the risks and uncertainties include, but are not limited to, the expected benefits and costs of the B+L Separation, the expected timing of completion of the B+L Separation and its terms, the Company’s ability to complete the B+L Separation considering the various conditions to the completion of the B+L Separation (some of which are outside the Company’s control, including conditions related to regulatory matters and applicable shareholder and stock exchange approvals), that market or other conditions are no longer favorable to completing the B+L Separation, that a portion of Bausch Health’s ownership of Bausch + Lomb is pledged as collateral securing the 9.00% Intermediate Holdco Secured Notes, that the Norwich Legal Decision (see “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements) may affect the timing of, or our ability to complete the B+L Separation, that applicable shareholder, stock exchange, regulatory or other approvals are not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of, or following, the B+L Separation, 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.
−Removed: federal income tax purposes (including whether or not an advance ruling from the Canada Revenue Agency and/or the Internal Revenue Service will be sought or obtained), the ability of the Company and the separated entity to satisfy the conditions required to maintain the tax-free status of the B+L Separation (some of which are beyond their control), limitations on the Company’s ability to sell a portion of the Company’s interest in Bausch + Lomb in order to maintain the tax-free status of the B+L Separation (including due to dilution from B+L’s issuance of share-based compensation awards), other potential tax or other liabilities that may arise as a result of the B+L Separation, the potential dissynergy costs resulting from the B+L Separation, the impact of the B+L Separation 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.
+Added: • with respect to the B+L Separation, the risks and uncertainties include, but are not limited to, the structure of the B+L Separation, the expected benefits and costs of the B+L Separation, the expected timing of completion of the B+L Separation and its manner and terms, the Company’s ability to complete the B+L Separation considering the various
+Added: conditions to the completion of the B+L Separation (some of which are outside the Company’s control, including conditions related to regulatory matters and applicable shareholder and stock exchange approvals), that market or other conditions are no longer favorable to completing the B+L Separation, that a portion of Bausch Health’s ownership of Bausch + Lomb is pledged as collateral securing the 9.00% Intermediate Holdco Secured Notes, that the Xifaxan ® Generics Litigation (see “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements) may affect the timing of, or our ability to complete the B+L Separation, that applicable shareholder, stock exchange, regulatory or other approvals are not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of, or following, the B+L Separation, 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 (if required based on the structure of any B+L Separation) of the separation transaction as a tax-free transaction for Canadian and/or U.S.
+Added: federal income tax purposes (including whether or not an advance ruling from the Canada Revenue Agency and/or the Internal Revenue Service will be sought or obtained), the ability (if required based on the structure of any B+L Separation) of the Company and the separated entity to satisfy the conditions required to maintain the tax-free status of the B+L Separation (some of which are beyond their control), limitations on the Company’s ability to sell a portion of the Company’s interest in Bausch + Lomb in order to maintain (if required based on the structure of any B+L Separation) the tax-free status of the B+L Separation (including due to dilution from B+L’s issuance of share-based compensation awards), other potential tax or other liabilities that may arise as a result of the B+L Separation, the potential dissynergy costs resulting from the B+L Separation, the impact of the B+L Separation 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.
In particular, the Company can offer no assurance that any B+L Separation will occur at all, or that any such transaction will occur on the timelines anticipated by the Company;
−Removed: • the challenges the Company faces as a result of the closing of the B+L IPO, including the transitional services being provided by and to Bausch + Lomb, any potential, actual or perceived conflict of interest of some of our directors and officers because of their equity ownership in Bausch + Lomb and/or because they also serve as directors or officers of Bausch + Lomb and our ability to timely consolidate the financial results of the Bausch + Lomb business;
−Removed: • 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.
+Added: • the challenges the Company faces as a result of the closing of the B+L IPO, including any potential, actual or perceived conflict of interest of some of our directors and officers because of their equity ownership in Bausch + Lomb and/or because they also serve as directors or officers of Bausch + Lomb and our ability to timely consolidate the financial results of the Bausch + Lomb business;
+Added: • 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), 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 and certain opt-out actions in Canada relating to the previously settled class action in Canada), certain pending lawsuits and other claims, investigations or proceedings that may be initiated or that may be asserted;
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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);
−Removed: • ongoing oversight and review of our products and facilities by regulatory and governmental agencies, including periodic audits by the U.S.
−Removed: Food and Drug Administration (the “FDA”) and equivalent agencies outside of the U.S.
+Added: • 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, including inspections, by the FDA or other regulatory authorities with respect to our products or facilities;
−Removed: • compliance with the legal and regulatory requirements of our marketed drugs, including our dietary products;
−Removed: • 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;
+Added: • compliance with the legal and regulatory requirements of our marketed drugs and other products, including our dietary products;
+Added: • our substantial debt (and potential additional future indebtedness) and current and future debt service obligations, including amounts coming due in 2025 and 2026, 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 comply with the financial and other covenants contained in our senior notes indentures, the 2027 Revolving Credit Facility, the 2022 Amended Credit Agreement, the AR Credit Facility and other current or future credit and/or debt agreements or amendments thereto, including the ability of Bausch + Lomb to comply with its covenants and obligations under the B+L Senior Secured Credit Facilities and the B+L October 2028 Secured Notes, 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 2027 Revolving Credit Facility, Bausch + Lomb’s ability to draw down under the revolving credit facility under the B+L Credit Agreement and restrictions on our ability to make certain investments and other restricted payments;
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• 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;
−Removed: • risks and uncertainties relating to the XIIDRA Acquisition by Bausch + Lomb, including its ability to effectively and efficiently integrate the acquired XIIDRA ® product, pipeline products, transferred sales force and other assets into its existing business, risks that such integration efforts will potentially divert the efforts and attention of Bausch + Lomb’s management and other employees away from its ongoing business operations, the effect of the transaction on its ability to maintain relationships with customers, suppliers, and other business partners, risks relating to Bausch + Lomb’s increased levels of debt as a result of debt incurred to finance such acquisition and risks that it may not realize the expected benefits of the acquisition on a timely basis or at all;
−Removed: • the possibility that the pro forma financial information included in this Form 10-K may not necessarily be indicative of what the consolidated results of operations would have been, had the XIIDRA Acquisition been completed on January 1, 2022 and may differ materially from the future results of operations of the combined company;
−Removed: • the uncertainties associated with the acquisition and launch of new products, assets and businesses (including Bausch + Lomb’s recently acquired XIIDRA ® product and Blink ® product line and its recently launched MIEBO ® product), including, but not limited to, our ability to provide the time, resources, expertise and funds required for the commercial
−Removed: launch of new products, the acceptance and demand for new products, and the impact of competitive products and pricing, which could lead to material impairment charges;
+Added: • risks and uncertainties relating to Bausch + Lomb’s recent acquisitions and other business development transactions that they may pursue, seek to complete/or complete (such as the acquisition of XIIDRA ® and certain other ophthalmology assets and Bausch + Lomb’s other recent acquisitions of TearLab Corporation, d/b/a Trukera Medical, Elios Vision, Inc.
+Added: and Whitecap Biosciences, LLC,), including risks that Bausch + Lomb may not realize the expected benefits of such acquisitions and transactions on a timely basis or at all, risks that pipeline products acquired may not be commercialized as anticipated, and risks relating to any increased levels of debt as a result of debt incurred to finance certain of these acquisitions and transactions;
+Added: • the uncertainties associated with the acquisition and launch of new products, assets and businesses 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 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;
−Removed: • our ability to retain, motivate and recruit directors, executives and other key employees;
+Added: • 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;
−Removed: • factors impacting our ability to stabilize and reposition our Dermatology business to generate additional value, including the success of recently launched products and the approval of pipeline products (and the timing of such approvals);
• 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;
• factors impacting our ability to achieve anticipated market acceptance for our products, including acceptance of the pricing, effectiveness of promotional efforts, reputation of our products and launch of competing products;
−Removed: • the challenges and difficulties associated with managing a large complex business, which has, in the past, grown rapidly;
+Added: • the challenges and difficulties associated with managing a large complex business;
• 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 develop or acquire more effective or less costly pharmaceutical or OTC products or medical devices than our competitors;
−Removed: • 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 2022 Amended Credit Agreement, AR Facility Agreement, the B+L Senior Secured Credit Facilities, our senior notes indentures, the senior notes indenture of B+L and the agreements governing our other indebtedness, and the impacts of the COVID-19 pandemic;
+Added: • 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 2022 Amended Credit Agreement, AR Facility Agreement, the B+L Senior Secured Credit Facilities, our senior notes indentures, the senior notes indenture of B+L and the agreements governing our other indebtedness;
• the extent to which our products are reimbursed by government authorities, pharmacy benefit managers (“PBMs”) and other third-party payors;
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• the consolidation of wholesalers, retail drug chains and other customer groups and the impact of such industry consolidation on our business;
−Removed: • the impact of pricing controls, social or governmental pressure to lower the cost of drugs, and consolidation across the supply chain;
+Added: • the impact of pricing controls, social or governmental pressure to lower the cost of drugs, and consolidation across the supply chain, such as legislation promulgated by the IRA and the selection in January 2025 by CMS of Xifaxan ® for the second round of negotiation under the drug price negotiation program for initial price applicability in 2027;
• our ability to maintain strong relationships with physicians and other healthcare professionals;
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• our eligibility for benefits under tax treaties and the availability of low effective tax rates for the business profits of certain of our subsidiaries;
−Removed: • the implementation of the Organisation for Economic Co-operation and Development inclusive framework on Base Erosion and Profit Shifting, including the global minimum corporate tax rate, by the countries in which we operate;
+Added: • the implementation of the OECD’s Inclusive Framework, including the global minimum corporate tax rate, by the countries in which we operate;
• the outcome of any audits by taxation authorities, which outcomes may differ from the estimates and assumptions that we may use in determining our consolidated tax provisions and accruals;
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• adverse global economic conditions, including rates of inflation, and credit markets and foreign currency exchange uncertainty and volatility in certain of the countries in which we do business;
−Removed: • the impact of the recent escalation in conflict in the Middle East, including attacks on Israel by Hamas and any related military conflict, including potential impact on our operations, sale of products and revenues in this region;
−Removed: • the trade conflict between the U.S.
+Added: • the impact of the conflict in the Middle East involving Israel, Hamas and other countries and militant groups in the region, including its potential continued escalation and expansion and the potential impact on our operations, sale of products and revenues in this region;
+Added: • risks associated with the potential imposition of and adverse changes to the U.S.
+Added: duty, tariff and other trading policies, and any potential counter-duties, counter-tariffs and/or other counter-measures implemented in response by other countries, which could increase our manufacturing, distribution and other operational costs due to the higher duties and tariffs and the increased economic risks and uncertainties to the global economy as a result of potential trade wars and global supply chain issues that may be triggered by the tariff changes;
+Added: • trade conflicts, including any current and potential future trade disputes between the U.S.
• the impact of the ongoing conflict between Russia and Ukraine and the export controls, sanctions and other restrictive actions that have been or may be imposed by the U.S., Canada, the EU and other countries against governmental and other entities in Russia, Belarus and parts of Ukraine, including potential impact on sales, earnings, market conditions and the ability of the Company to manage its resources and operations in Russia;
−Removed: • the impact of the United States-Mexico-Canada Agreement (“USMCA”) and any potential changes to other trade agreements;
−Removed: • the impact of the recent escalation in conflict in the Middle East, including attacks on Israel by Hamas and any related military conflict, including potential impact on our operations, sale of products and revenues in this region;
−Removed: • 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.
−Removed: (“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) and the impact of the Norwich Legal Decision and related litigation on, among other things, our business results, financial results, and the B+L Separation;
−Removed: • our ability to successfully appeal the decision of the U.S.
−Removed: District Court for the District of Delaware in the Company’s lawsuit against Norwich in connection with Norwich’s ANDA;
−Removed: • the fact that a substantial amount of our revenues is derived from the Xifaxan ® product line, and that we may be materially impacted by the entry of a generic rifaximin product earlier than January 2028, including the risk of a competitor launching a generic rifaximin at risk prior to a final unappealable decision;
+Added: • 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 Xifaxan ® Generics Litigation) and related litigation on, among other things, our business results, financial results, and the B+L Separation;
+Added: • the fact that a substantial amount of our revenue is derived from the Xifaxan ® product line, and that we may be materially impacted by the entry of a generic rifaximin product earlier than January 2028, including the risk of a competitor launching a generic rifaximin at risk prior to a final unappealable decision;
• 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;
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• the disruption of delivery of our products and the routine flow of manufactured goods;
−Removed: • 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;
+Added: • economic factors over which the Company has no control, including inflationary pressures as a result of heightened domestic and global inflation and otherwise, heightened 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;
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• 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 applicable laws and regulations, including 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.
−Removed: Foreign Corrupt
−Removed: 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, and to prevail in any litigation related to noncompliance;
−Removed: • the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 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;
+Added: 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, and to prevail in any litigation related to noncompliance;
+Added: • the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 and any 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, and to the Company’s ability to sell its products profitably;
−Removed: • the impact of changes in federal laws and policy that may be undertaken under the current administration;
+Added: • the impact of changes in federal laws and policy that may be undertaken under the Trump administration;
• illegal distribution or sale of counterfeit versions of our products;
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.