00008855902021FYfalsehttp://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate201613MemberP30DP1YP1Y0.5http://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrent00008855902021-01-012021-12-3100008855902021-06-30iso4217:USD00008855902022-02-17xbrli:shares00008855902021-12-3100008855902020-12-310000885590us-gaap:ProductMember2021-01-012021-12-310000885590us-gaap:ProductMember2020-01-012020-12-310000885590us-gaap:ProductMember2019-01-012019-12-310000885590us-gaap:ProductAndServiceOtherMember2021-01-012021-12-310000885590us-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000885590us-gaap:ProductAndServiceOtherMember2019-01-012019-12-3100008855902020-01-012020-12-3100008855902019-01-012019-12-31iso4217:USDxbrli:shares0000885590us-gaap:CommonStockMember2018-12-310000885590us-gaap:AdditionalPaidInCapitalMember2018-12-310000885590us-gaap:RetainedEarningsMember2018-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000885590us-gaap:ParentMember2018-12-310000885590us-gaap:NoncontrollingInterestMember2018-12-3100008855902018-12-310000885590us-gaap:CommonStockMember2019-01-012019-12-310000885590us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310000885590us-gaap:ParentMember2019-01-012019-12-310000885590us-gaap:NoncontrollingInterestMember2019-01-012019-12-310000885590us-gaap:RetainedEarningsMember2019-01-012019-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310000885590us-gaap:CommonStockMember2019-12-310000885590us-gaap:AdditionalPaidInCapitalMember2019-12-310000885590us-gaap:RetainedEarningsMember2019-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000885590us-gaap:ParentMember2019-12-310000885590us-gaap:NoncontrollingInterestMember2019-12-3100008855902019-12-310000885590us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000885590us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000885590srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000885590us-gaap:CommonStockMember2020-01-012020-12-310000885590us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000885590us-gaap:ParentMember2020-01-012020-12-310000885590us-gaap:NoncontrollingInterestMember2020-01-012020-12-310000885590us-gaap:RetainedEarningsMember2020-01-012020-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310000885590us-gaap:CommonStockMember2020-12-310000885590us-gaap:AdditionalPaidInCapitalMember2020-12-310000885590us-gaap:RetainedEarningsMember2020-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000885590us-gaap:ParentMember2020-12-310000885590us-gaap:NoncontrollingInterestMember2020-12-310000885590us-gaap:CommonStockMember2021-01-012021-12-310000885590us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000885590us-gaap:ParentMember2021-01-012021-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310000885590us-gaap:NoncontrollingInterestMember2021-01-012021-12-310000885590us-gaap:RetainedEarningsMember2021-01-012021-12-310000885590us-gaap:CommonStockMember2021-12-310000885590us-gaap:AdditionalPaidInCapitalMember2021-12-310000885590us-gaap:RetainedEarningsMember2021-12-310000885590us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000885590us-gaap:ParentMember2021-12-310000885590us-gaap:NoncontrollingInterestMember2021-12-31bhc:countrybhc:company0000885590bhc:ThreeLargestUSWholesalerCustomersMemberus-gaap:CreditConcentrationRiskMemberus-gaap:AccountsReceivableMember2021-01-012021-12-31bhc:wholesalerxbrli:pure0000885590bhc:ArgentinaBrazilEgyptGreeceSerbiaSouthAfricaTurkeyUkraineVenezuelaAndVietnamMember2021-12-310000885590bhc:ArgentinaBrazilEgyptGreeceSerbiaSouthAfricaTurkeyUkraineVenezuelaAndVietnamMember2020-12-310000885590bhc:ArgentinaBrazilEgyptGreeceSerbiaSouthAfricaTurkeyUkraineVenezuelaAndVietnamMember2021-01-012021-12-310000885590srt:MinimumMemberus-gaap:LandImprovementsMember2021-01-012021-12-310000885590us-gaap:LandImprovementsMembersrt:MaximumMember2021-01-012021-12-310000885590srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2021-01-012021-12-310000885590srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2021-01-012021-12-310000885590srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2021-01-012021-12-310000885590us-gaap:OtherMachineryAndEquipmentMembersrt:MinimumMember2021-01-012021-12-310000885590us-gaap:OtherMachineryAndEquipmentMembersrt:MaximumMember2021-01-012021-12-310000885590srt:MaximumMemberbhc:EquipmentOnOperatingLeaseMember2021-01-012021-12-310000885590us-gaap:LeaseholdsAndLeaseholdImprovementsMembersrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMemberbhc:ProductBrandsMember2021-01-012021-12-310000885590srt:MaximumMemberbhc:ProductBrandsMember2021-01-012021-12-310000885590us-gaap:TradeNamesMembersrt:MinimumMember2021-01-012021-12-310000885590us-gaap:TradeNamesMembersrt:MaximumMember2021-01-012021-12-310000885590us-gaap:ContractualRightsMembersrt:MinimumMember2021-01-012021-12-310000885590us-gaap:ContractualRightsMembersrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMemberbhc:PartnerRelationshipsMember2021-01-012021-12-310000885590srt:MaximumMemberbhc:PartnerRelationshipsMember2021-01-012021-12-310000885590srt:MinimumMemberbhc:OutLicensedTechnologyMember2021-01-012021-12-310000885590bhc:OutLicensedTechnologyMembersrt:MaximumMember2021-01-012021-12-310000885590bhc:ReserveForDiscountsAndAllowancesMember2019-12-310000885590bhc:ReserveForCustomerReturnsMember2019-12-310000885590bhc:ReserveForRebatesMember2019-12-310000885590bhc:ReserveForChargebacksMember2019-12-310000885590bhc:ReserveForDistributionFeesMember2019-12-310000885590bhc:ReserveForDiscountsAndAllowancesMember2020-01-012020-12-310000885590bhc:ReserveForCustomerReturnsMember2020-01-012020-12-310000885590bhc:ReserveForRebatesMember2020-01-012020-12-310000885590bhc:ReserveForChargebacksMember2020-01-012020-12-310000885590bhc:ReserveForDistributionFeesMember2020-01-012020-12-310000885590bhc:ReserveForDiscountsAndAllowancesMember2020-12-310000885590bhc:ReserveForCustomerReturnsMember2020-12-310000885590bhc:ReserveForRebatesMember2020-12-310000885590bhc:ReserveForChargebacksMember2020-12-310000885590bhc:ReserveForDistributionFeesMember2020-12-310000885590bhc:ReserveForDiscountsAndAllowancesMember2021-01-012021-12-310000885590bhc:ReserveForCustomerReturnsMember2021-01-012021-12-310000885590bhc:ReserveForRebatesMember2021-01-012021-12-310000885590bhc:ReserveForChargebacksMember2021-01-012021-12-310000885590bhc:ReserveForDistributionFeesMember2021-01-012021-12-310000885590bhc:ReserveForDiscountsAndAllowancesMember2021-12-310000885590bhc:ReserveForCustomerReturnsMember2021-12-310000885590bhc:ReserveForRebatesMember2021-12-310000885590bhc:ReserveForChargebacksMember2021-12-310000885590bhc:ReserveForDistributionFeesMember2021-12-310000885590bhc:ReserveForRebatesAdvertisingCreditsPortionMember2021-12-310000885590bhc:ReserveForRebatesAdvertisingCreditsPortionMember2020-12-310000885590bhc:PriceAppreciationCreditMember2021-01-012021-12-310000885590bhc:PriceAppreciationCreditMember2020-01-012020-12-310000885590srt:MinimumMember2021-01-012021-12-310000885590srt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMember2021-12-310000885590srt:MaximumMember2021-12-310000885590bhc:SynergyPharmaceuticalsInc.Member2019-03-062019-03-060000885590bhc:SynergyPharmaceuticalsInc.Member2019-03-060000885590bhc:SynergyPharmaceuticalsInc.Member2019-03-062019-12-310000885590bhc:SynergyPharmaceuticalsInc.Member2019-01-012019-12-31bhc:businessCombination0000885590bhc:AllegroOphthalmicsLLCMember2020-07-012020-09-3000008855902021-06-232021-06-230000885590bhc:AmounPharmaceuticalCompanySAEMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-07-262021-07-260000885590bhc:AmounPharmaceuticalCompanySAEMemberus-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-10-012020-12-310000885590bhc:AmounPharmaceuticalCompanySAEMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2021-01-012021-12-310000885590bhc:AmounPharmaceuticalCompanySAEMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2021-01-012021-12-310000885590bhc:AmounPharmaceuticalCompanySAEMemberus-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2020-01-012021-12-310000885590bhc:ACertainInternationalBusinessMemberus-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-12-310000885590bhc:RestructuringAndIntegrationCostsMember2021-12-310000885590bhc:RestructuringAndIntegrationCostsMember2021-01-012021-12-310000885590bhc:RestructuringAndIntegrationCostsMember2020-01-012020-12-310000885590bhc:RestructuringAndIntegrationCostsMember2019-01-012019-12-310000885590bhc:SeparationAndInitialPublicOfferingCostsMember2021-01-012021-12-310000885590bhc:SeparationAndInitialPublicOfferingCostsMember2020-01-012020-12-310000885590us-gaap:FairValueMeasurementsRecurringMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:FairValueInputsLevel1Memberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:FairValueInputsLevel1Memberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:SettledLitigationMemberbhc:ValeantUSSecuritiesLitigationMemberstpr:NJ2021-01-012021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2019-12-310000885590us-gaap:CurrencySwapMember2021-11-012021-11-300000885590bhc:CrossCurrencyFinalSettlementMember2021-01-012021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentLiabilitiesMember2020-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2020-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-01-012021-12-310000885590us-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-01-012020-12-310000885590us-gaap:InterestExpenseMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-01-012021-12-310000885590us-gaap:InterestExpenseMemberus-gaap:CurrencySwapMemberus-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-01-012020-12-310000885590us-gaap:CurrencySwapMember2021-01-012021-12-310000885590us-gaap:CurrencySwapMember2020-01-012020-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2021-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberbhc:AccruedAndOtherCurrentLiabilitiesMember2021-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberbhc:AccruedAndOtherCurrentLiabilitiesMember2020-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2020-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2020-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2021-01-012021-12-310000885590us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2020-01-012020-12-310000885590us-gaap:FairValueMeasurementsRecurringMembersrt:MinimumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMember2021-12-31bhc:rate0000885590us-gaap:FairValueMeasurementsRecurringMembersrt:MaximumMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberbhc:MeasurementInputWeightedAverageDiscountRateMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590bhc:AccretionForTimeValueOfMoneyMember2021-01-012021-12-310000885590bhc:AccretionForTimeValueOfMoneyMember2020-01-012020-12-310000885590bhc:FairValueAdjustmentsMember2021-01-012021-12-310000885590bhc:FairValueAdjustmentsMember2020-01-012020-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000885590us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000885590us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:LandMember2021-12-310000885590us-gaap:LandMember2020-12-310000885590us-gaap:BuildingAndBuildingImprovementsMember2021-12-310000885590us-gaap:BuildingAndBuildingImprovementsMember2020-12-310000885590us-gaap:MachineryAndEquipmentMember2021-12-310000885590us-gaap:MachineryAndEquipmentMember2020-12-310000885590bhc:OtherEquipmentAndLeaseholdImprovementMember2021-12-310000885590bhc:OtherEquipmentAndLeaseholdImprovementMember2020-12-310000885590bhc:EquipmentOnOperatingLeaseMember2021-12-310000885590bhc:EquipmentOnOperatingLeaseMember2020-12-310000885590us-gaap:ConstructionInProgressMember2021-12-310000885590us-gaap:ConstructionInProgressMember2020-12-310000885590bhc:ProductBrandsMember2021-01-012021-12-310000885590bhc:ProductBrandsMember2021-12-310000885590bhc:ProductBrandsMember2020-12-310000885590us-gaap:TradeNamesMember2021-01-012021-12-310000885590us-gaap:TradeNamesMember2021-12-310000885590us-gaap:TradeNamesMember2020-12-310000885590us-gaap:ContractualRightsMember2021-01-012021-12-310000885590us-gaap:ContractualRightsMember2021-12-310000885590us-gaap:ContractualRightsMember2020-12-310000885590bhc:PartnerRelationshipsMember2021-01-012021-12-310000885590bhc:PartnerRelationshipsMember2021-12-310000885590bhc:PartnerRelationshipsMember2020-12-310000885590bhc:OutLicensedTechnologyMember2021-01-012021-12-310000885590bhc:OutLicensedTechnologyMember2021-12-310000885590bhc:OutLicensedTechnologyMember2020-12-310000885590bhc:AcquiredInProcessResearchAndDevelopmentMember2021-12-310000885590bhc:AcquiredInProcessResearchAndDevelopmentMember2020-12-310000885590us-gaap:TrademarksMember2021-12-310000885590us-gaap:TrademarksMember2020-12-310000885590bhc:DiscontinuedProductLinesMember2021-01-012021-12-310000885590bhc:UnutilizedITInfrastructureImprovementProjectMember2021-01-012021-12-310000885590bhc:ACertainInternationalBusinessMemberus-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-01-012020-12-310000885590bhc:ProductBrandsMember2020-01-012020-12-310000885590bhc:DiscontinuedProductLinesMember2020-01-012020-12-310000885590bhc:AcquiredInProcessResearchAndDevelopmentMember2020-01-012020-12-310000885590bhc:ProductBrandsMember2019-01-012019-12-310000885590us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberbhc:CertainProductsForDisposalSeptemberTwoThousandNineteenMember2019-01-012019-12-310000885590us-gaap:ContractualRightsMember2019-01-012019-12-310000885590bhc:AcquiredInProcessResearchAndDevelopmentMember2019-01-012019-12-310000885590bhc:BauschLombInternationalMember2018-12-310000885590bhc:SalixSegmentMember2018-12-310000885590bhc:OrthoDermatologicsSegmentMember2018-12-310000885590bhc:DiversifiedProductsSegmentMember2018-12-310000885590bhc:SalixSegmentMember2019-01-012019-12-310000885590bhc:BauschLombInternationalMember2019-01-012019-12-310000885590bhc:BauschLombInternationalMember2019-12-310000885590bhc:SalixSegmentMember2019-12-310000885590bhc:OrthoDermatologicsSegmentMember2019-12-310000885590bhc:DiversifiedProductsSegmentMember2019-12-310000885590bhc:BauschLombInternationalMember2020-01-012020-12-310000885590bhc:BauschLombInternationalMember2020-12-310000885590bhc:SalixSegmentMember2020-12-310000885590bhc:OrthoDermatologicsSegmentMember2020-12-310000885590bhc:DiversifiedProductsSegmentMember2020-12-310000885590bhc:BauschLombInternationalMember2021-01-012021-12-310000885590bhc:BauschLombMember2021-01-012021-12-310000885590bhc:InternationalRxMember2021-01-012021-12-310000885590bhc:DiversifiedProductsSegmentMember2021-01-012021-12-310000885590bhc:OrthoDermatologicsSegmentMember2021-01-012021-12-310000885590bhc:BauschLombInternationalMember2021-12-310000885590bhc:BauschLombMember2021-12-310000885590bhc:SalixSegmentMember2021-12-310000885590bhc:InternationalRxMember2021-12-310000885590bhc:OrthoDermatologicsSegmentMember2021-12-310000885590bhc:DiversifiedProductsSegmentMember2021-12-3100008855902019-10-012019-10-0100008855902020-04-012020-06-3000008855902020-07-012020-09-3000008855902020-10-012020-12-310000885590bhc:ReportingUnitsExcludingOrthoDermatologicsMember2020-01-012020-12-310000885590bhc:OrthoDermatologicsReportingUnitMember2020-06-302020-06-300000885590bhc:OrthoDermatologicsReportingUnitMember2020-03-312020-03-310000885590bhc:OrthoDermatologicsReportingUnitMember2020-10-010000885590bhc:OrthoDermatologicsReportingUnitMembersrt:MinimumMember2020-10-010000885590bhc:OrthoDermatologicsReportingUnitMembersrt:MaximumMember2020-10-010000885590bhc:OrthoDermatologicsReportingUnitMember2020-10-012020-10-010000885590srt:MinimumMember2021-03-310000885590srt:MaximumMember2021-03-3100008855902021-03-3100008855902021-03-312021-03-310000885590bhc:OrthoDermatologicsReportingUnitMember2021-03-310000885590bhc:OrthoDermatologicsReportingUnitMembersrt:MinimumMember2021-03-310000885590bhc:OrthoDermatologicsReportingUnitMembersrt:MaximumMember2021-03-310000885590bhc:OrthoDermatologicsReportingUnitMember2021-03-312021-03-310000885590srt:MinimumMember2021-06-300000885590srt:MaximumMember2021-06-3000008855902021-06-302021-06-300000885590bhc:OrthoDermatologicsReportingUnitMember2021-10-010000885590bhc:OrthoDermatologicsReportingUnitMember2021-10-012021-10-010000885590us-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Member2021-12-310000885590us-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Member2020-12-310000885590bhc:TermLoanBFacilityDueJune2025Member2021-12-310000885590bhc:TermLoanBFacilityDueJune2025Member2020-12-310000885590bhc:TermLoanBFacilityDueNovember2025Member2021-12-310000885590bhc:TermLoanBFacilityDueNovember2025Member2020-12-310000885590bhc:SeniorSecuredNotes7.00PercentDueMarch2024Memberus-gaap:SecuredDebtMember2021-12-310000885590bhc:SeniorSecuredNotes7.00PercentDueMarch2024Memberus-gaap:SecuredDebtMember2020-12-310000885590bhc:SeniorSecured5.50NotesDueNovember2025Memberus-gaap:SecuredDebtMember2021-12-310000885590bhc:SeniorSecured5.50NotesDueNovember2025Memberus-gaap:SecuredDebtMember2020-12-310000885590bhc:SeniorSecured5.75NotesDueAugust2027Memberus-gaap:SecuredDebtMember2021-12-310000885590bhc:SeniorSecured5.75NotesDueAugust2027Memberus-gaap:SecuredDebtMember2020-12-310000885590bhc:SeniorSecured4875NotesDueJune2028Memberus-gaap:SecuredDebtMember2021-12-310000885590bhc:SeniorSecured4875NotesDueJune2028Memberus-gaap:SecuredDebtMember2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes6125DueApril2025Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes6125DueApril2025Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes900DueDecember2025Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes900DueDecember2025Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes925DueApril2026Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes925DueApril2026Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes850DueJanuary2027Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes850DueJanuary2027Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes700DueJanuary2028Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes700DueJanuary2028Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueJanuary2028Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueJanuary2028Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes625DueFebruary2029Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes625DueFebruary2029Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueFebruary2029Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueFebruary2029Member2020-12-310000885590bhc:SeniorNotes725DueMay2029Memberus-gaap:UnsecuredDebtMember2021-12-310000885590bhc:SeniorNotes725DueMay2029Memberus-gaap:UnsecuredDebtMember2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueJanuary2030Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueJanuary2030Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueFebruary2031Member2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueFebruary2031Member2020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:OtherLongTermDebtMember2021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:OtherLongTermDebtMember2020-12-310000885590us-gaap:RevolvingCreditFacilityMember2021-12-310000885590us-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Member2018-06-010000885590bhc:TermLoanBFacilityDueJune2025Member2018-06-012018-06-010000885590bhc:TermLoanBFacilityDueJune2025Member2018-06-010000885590us-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Member2018-06-012018-06-010000885590bhc:RevolvingCreditFacilityDueJune2023Memberus-gaap:LetterOfCreditMember2021-12-310000885590bhc:TermLoanBFacilityDueJune2025Member2018-11-272018-11-270000885590bhc:TermLoanBFacilityDueJune2025Member2018-11-270000885590us-gaap:EurodollarMemberbhc:SeniorSecuredCreditFacilitiesMember2021-01-012021-12-310000885590us-gaap:EurodollarMemberbhc:SeniorSecuredCreditFacilitiesMembersrt:MinimumMember2021-01-012021-12-310000885590bhc:SeniorSecuredCreditFacilitiesMember2021-01-012021-12-310000885590us-gaap:EurodollarMembersrt:MinimumMemberbhc:RevolvingCreditFacilityDueJune2023Member2021-01-012021-12-310000885590bhc:RevolvingCreditFacilityDueJune2023Memberbhc:CanadaBankersAcceptanceRateMember2021-01-012021-12-310000885590srt:MinimumMemberbhc:RevolvingCreditFacilityDueJune2023Memberbhc:CanadaBankersAcceptanceRateMember2021-01-012021-12-310000885590bhc:SeniorSecuredTermCreditFacilitiesMember2021-01-012021-12-310000885590bhc:BaseRateOrPrimeRateMemberbhc:TermLoanBFacilityDueJune2025Member2021-01-012021-12-310000885590bhc:TermLoanBFacilityDueNovember2025Memberbhc:BaseRateOrPrimeRateMember2021-01-012021-12-310000885590us-gaap:EurodollarMemberbhc:TermLoanBFacilityDueJune2025Member2021-01-012021-12-310000885590bhc:TermLoanBFacilityDueNovember2025Memberus-gaap:EurodollarMember2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMember2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMemberbhc:BaseRateOrPrimeRateMembersrt:MinimumMemberbhc:RevolvingCreditFacilityDueJune2023Member2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMemberbhc:BaseRateOrPrimeRateMemberbhc:RevolvingCreditFacilityDueJune2023Membersrt:MaximumMember2021-01-012021-12-310000885590us-gaap:EurodollarMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberbhc:RevolvingCreditFacilityDueJune2023Member2021-01-012021-12-310000885590us-gaap:EurodollarMemberus-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Membersrt:MaximumMember2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMembersrt:MinimumMemberbhc:RevolvingCreditFacilityDueJune2023Member2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMemberbhc:RevolvingCreditFacilityDueJune2023Membersrt:MaximumMember2021-01-012021-12-310000885590us-gaap:RevolvingCreditFacilityMemberus-gaap:SecuredDebtMember2021-12-310000885590us-gaap:RevolvingCreditFacilityMemberus-gaap:UnsecuredDebtMember2021-12-310000885590us-gaap:SecuredDebtMemberbhc:SeniorSecuredNotes6.50PercentDueMarch2022Member2017-03-310000885590bhc:SeniorSecuredNotes7.00PercentDueMarch2024Memberus-gaap:SecuredDebtMember2017-03-310000885590bhc:SeniorSecured5.50NotesDueNovember2025Memberus-gaap:SecuredDebtMember2017-10-170000885590bhc:SeniorSecured5.50NotesDueNovember2025Memberus-gaap:SecuredDebtMember2017-11-210000885590bhc:SeniorSecured5.75NotesDueAugust2027Memberus-gaap:SecuredDebtMember2019-03-080000885590us-gaap:UnsecuredDebtMemberbhc:A8.50SeniorNotesDueJanuary2027Member2019-03-080000885590us-gaap:UnsecuredDebtMemberbhc:A5875SeniorNotesDueMay2023March2019RefinancingMember2019-01-012019-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A5.875SeniorNotesdueMay2023Member2019-03-080000885590bhc:SeniorNotes5.625PercentDueDecember2021Memberus-gaap:UnsecuredDebtMember2019-03-082019-03-080000885590bhc:SeniorNotes5.625PercentDueDecember2021Memberus-gaap:UnsecuredDebtMember2019-03-080000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2019-03-082019-03-080000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2019-03-080000885590bhc:SeniorNotes5.625PercentDueDecember2021Memberus-gaap:UnsecuredDebtMember2019-04-012019-04-300000885590bhc:SeniorSecuredNotesAndSeniorUnsecuredNotesMember2019-04-3000008855902019-03-082019-03-080000885590bhc:SeniorSecured5.75NotesDueAugust2027Memberus-gaap:SecuredDebtMember2019-03-082019-03-080000885590bhc:SeniorSecured4875NotesDueJune2028Memberus-gaap:SecuredDebtMember2021-06-080000885590bhc:SeniorNotes700DueMarch2024Member2021-06-082021-06-0800008855902021-06-082021-06-080000885590us-gaap:DebtInstrumentRedemptionPeriodOneMemberbhc:SeniorSecured4875NotesDueJune2028Memberus-gaap:SecuredDebtMember2021-06-082021-06-080000885590bhc:SeniorSecured4875NotesDueJune2028Membersrt:MaximumMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SecuredDebtMember2021-06-082021-06-080000885590us-gaap:UnsecuredDebtMember2021-01-012021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2015-01-300000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2019-05-232019-05-230000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2020-01-012020-11-300000885590us-gaap:UnsecuredDebtMemberbhc:A5.50SeniorNotesdueMarch2023Member2020-12-012020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A5.375SeniorNotesdueMarch2020Member2015-03-270000885590us-gaap:UnsecuredDebtMemberbhc:A5.875SeniorNotesdueMay2023Member2015-03-270000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes4.502023Member2015-03-270000885590us-gaap:UnsecuredDebtMemberbhc:A6.125SeniorNotesdueApril2025Member2015-03-27iso4217:EUR0000885590us-gaap:UnsecuredDebtMemberbhc:A5875SeniorNotesDueMay2023May2019RefinancingMember2019-01-012019-12-310000885590bhc:SeniorUnsecuredNotesDue2023Memberus-gaap:UnsecuredDebtMember2019-10-032019-10-030000885590bhc:SeniorUnsecuredNotesDue2023Memberus-gaap:UnsecuredDebtMember2020-01-160000885590bhc:SeniorUnsecuredNotesDue2023Memberus-gaap:UnsecuredDebtMember2020-01-012020-12-310000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes6125DueApril2025Member2021-01-012021-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A9.00SeniorNotesdueDecember2025Member2017-12-180000885590us-gaap:UnsecuredDebtMemberbhc:A5.375SeniorNotesdueMarch2020Member2017-12-180000885590us-gaap:UnsecuredDebtMemberus-gaap:DebtInstrumentRedemptionPeriodOneMemberbhc:A9.00SeniorNotesdueDecember2025Member2017-12-182017-12-180000885590us-gaap:UnsecuredDebtMemberbhc:A9.00SeniorNotesdueDecember2025Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2017-12-182017-12-180000885590us-gaap:UnsecuredDebtMemberbhc:A9.25SeniorNotesDueApril2026Member2018-03-260000885590us-gaap:UnsecuredDebtMemberbhc:A9.25SeniorNotesDueApril2026Member2018-03-262018-03-260000885590us-gaap:UnsecuredDebtMemberbhc:A8.50SeniorNotesDueJanuary2027Member2018-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A8.50SeniorNotesDueJanuary2027Member2018-01-012018-12-310000885590us-gaap:UnsecuredDebtMemberbhc:A7.00SeniorUnsecuredNotesDue2028Member2019-05-230000885590us-gaap:UnsecuredDebtMemberbhc:A7.25SeniorUnsecuredNotesDue2029Member2019-05-230000885590us-gaap:UnsecuredDebtMember2019-05-232019-05-230000885590us-gaap:UnsecuredDebtMemberbhc:A7.25SeniorUnsecuredNotesDue2029Member2019-05-232019-05-230000885590us-gaap:UnsecuredDebtMemberbhc:A7.00SeniorUnsecuredNotesDue2028Member2019-05-232019-05-230000885590us-gaap:UnsecuredDebtMemberbhc:A5.00SeniorNotesDueJanuary2028Member2019-12-300000885590us-gaap:UnsecuredDebtMemberbhc:A5.25SeniorNotesDueJanuary2030Member2019-12-300000885590us-gaap:UnsecuredDebtMemberbhc:A5.875SeniorNotesdueMay2023Member2020-01-162020-01-160000885590us-gaap:SettledLitigationMemberbhc:ValeantUSSecuritiesLitigationMemberstpr:NJ2019-12-162019-12-160000885590us-gaap:UnsecuredDebtMemberbhc:A5.25SeniorNotesDueJanuary2030Member2019-12-302019-12-300000885590us-gaap:UnsecuredDebtMemberbhc:A5.00SeniorNotesDueJanuary2028Member2019-12-302019-12-300000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes625DueFebruary2029Member2020-05-260000885590us-gaap:SecuredDebtMemberbhc:SeniorSecuredNotes6.50PercentDueMarch2022Member2020-05-260000885590bhc:TermLoanBFacilityDueJune2025AndNovember2025Member2020-05-262020-05-2600008855902020-05-262020-05-260000885590us-gaap:UnsecuredDebtMemberus-gaap:DebtInstrumentRedemptionPeriodOneMemberbhc:SeniorNotes625DueFebruary2029Member2020-05-262020-05-260000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes625DueFebruary2029Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2020-05-262020-05-260000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueFebruary2029Member2020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueFebruary2031Member2020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes4.502023Member2020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes550DueMarch2023Member2020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes550DueMarch2023Member2020-12-032020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes500DueFebruary2029Member2020-12-032020-12-030000885590us-gaap:UnsecuredDebtMemberbhc:SeniorNotes525DueFebruary2031Member2020-12-032020-12-030000885590us-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMemberbhc:RevolvingCreditFacilityDueJune2023Member2022-02-112022-02-110000885590us-gaap:UnsecuredDebtMemberus-gaap:SubsequentEventMemberbhc:A9.00SeniorNotesdueDecember2025Member2022-01-180000885590bhc:SeniorSecured6125NotesDueFebruary2027Memberus-gaap:SubsequentEventMemberus-gaap:SecuredDebtMember2022-02-100000885590bhc:SeniorSecuredTermCreditFacilitiesMemberus-gaap:FederalFundsEffectiveSwapRateMember2021-01-012021-12-310000885590us-gaap:PensionPlansDefinedBenefitMember2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:IE2021-12-31bhc:defined_benefit_plan0000885590us-gaap:PensionPlansDefinedBenefitMembercountry:IE2014-12-012014-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2021-01-012021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2021-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2021-01-012021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2020-01-012020-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2019-01-012019-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-01-012021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-01-012020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2019-01-012019-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2020-01-012020-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-01-012019-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:US2019-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2019-12-310000885590us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2019-12-310000885590country:US2021-12-310000885590country:US2020-12-310000885590us-gaap:ForeignPlanMember2020-12-310000885590us-gaap:ForeignPlanMember2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:IE2021-01-012021-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:USsrt:ScenarioForecastMember2022-01-012022-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:IEsrt:ScenarioForecastMember2022-01-012022-12-310000885590us-gaap:CashAndCashEquivalentsMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2021-12-310000885590us-gaap:CashAndCashEquivalentsMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMembercountry:US2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMembercountry:US2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FixedIncomeSecuritiesMembercountry:US2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FixedIncomeSecuritiesMembercountry:US2020-12-310000885590us-gaap:CashAndCashEquivalentsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:CashAndCashEquivalentsMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:OtherDebtSecuritiesMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:OtherDebtSecuritiesMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:U.S.BroadMarketMembercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:USus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:USus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:U.S.BroadMarketMembercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:USus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:USus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:U.S.BroadMarketMembercountry:US2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:US2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel2Member2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel3Member2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:US2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel2Member2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel3Member2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USbhc:NonU.S.DevelopedMarketsMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USbhc:NonU.S.DevelopedMarketsMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:NonU.S.DevelopedMarketsMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:NonU.S.OtherAssetsMembercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:USus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:USus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:NonU.S.OtherAssetsMembercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:USus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:USus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.OtherAssetsMembercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USbhc:InvestmentGradeMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:USbhc:InvestmentGradeMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USbhc:InvestmentGradeMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel2Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel3Member2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel2Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:USus-gaap:FairValueInputsLevel3Member2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMembercountry:US2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:ForeignPlanMember2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590bhc:EmergingMarketsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:NonU.S.DevelopedMarketsMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:NonU.S.DevelopedMarketsMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:NonU.S.DevelopedMarketsMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:InvestmentGradeMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:InvestmentGradeMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:InvestmentGradeMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:GlobalHighYieldMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:GlobalHighYieldMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:GlobalHighYieldMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberbhc:OtherAssetsFixedIncomeSecuritiesMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2021-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:FairValueMeasurementsRecurringMemberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:ForeignPlanMember2020-12-310000885590us-gaap:PensionPlansDefinedBenefitMembercountry:IE2020-01-012020-12-310000885590bhc:OmnibusIncentivePlan2014Member2014-05-310000885590bhc:OmnibusIncentivePlan2014Member2018-04-302018-04-300000885590bhc:OmnibusIncentivePlan2014Memberbhc:NonemployeeDirectorMember2018-04-302018-04-300000885590bhc:OmnibusIncentivePlan2014Member2020-04-282020-04-280000885590bhc:OmnibusIncentivePlan2014Member2021-12-310000885590us-gaap:EmployeeStockOptionMember2021-01-012021-12-310000885590us-gaap:EmployeeStockOptionMember2020-01-012020-12-310000885590us-gaap:EmployeeStockOptionMember2019-01-012019-12-310000885590us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000885590us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310000885590us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310000885590us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310000885590us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310000885590us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-12-310000885590bhc:SellingGeneralAndAdministrativeExpenseMember2021-01-012021-12-310000885590bhc:SellingGeneralAndAdministrativeExpenseMember2020-01-012020-12-310000885590bhc:SellingGeneralAndAdministrativeExpenseMember2019-01-012019-12-310000885590us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMember2021-01-012021-12-310000885590us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMember2021-01-012021-12-310000885590us-gaap:ShareBasedCompensationAwardTrancheOneMember2021-01-012021-12-310000885590us-gaap:ShareBasedCompensationAwardTrancheTwoMember2021-01-012021-12-310000885590us-gaap:EmployeeStockOptionMember2020-12-310000885590us-gaap:EmployeeStockOptionMember2021-12-310000885590bhc:TimeBasedRSUMember2020-12-310000885590bhc:TimeBasedRSUMember2021-01-012021-12-310000885590bhc:TimeBasedRSUMember2021-12-310000885590bhc:TimeBasedRSUMember2020-01-012020-12-310000885590bhc:TimeBasedRSUMember2019-01-012019-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2020-01-012020-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2019-01-012019-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2020-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2021-12-310000885590bhc:TSRPerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590bhc:ROTCPerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590bhc:OtherPerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310000885590us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310000885590us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-12-310000885590us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-310000885590bhc:MilestonePaymentRelatedToCertainProductMember2019-01-012019-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2018-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-01-012021-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-01-012020-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-01-012019-12-310000885590us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-12-310000885590bhc:ForeignCountryStateAndLocalMember2021-01-012021-12-310000885590bhc:ForeignCountryStateAndLocalMember2020-01-012020-12-310000885590bhc:ForeignCountryStateAndLocalMember2021-12-310000885590bhc:ForeignCountryStateAndLocalMember2020-12-310000885590bhc:ForeignCountryStateAndLocalMemberbhc:PooledScientificResearchAndExperimentalDevelopmentExpendituresMember2021-12-310000885590bhc:ForeignCountryStateAndLocalMemberbhc:PooledScientificResearchAndExperimentalDevelopmentExpendituresMember2020-12-310000885590us-gaap:DomesticCountryMember2021-12-310000885590us-gaap:DomesticCountryMember2020-12-310000885590us-gaap:RevenueCommissionersIrelandMemberus-gaap:DomesticCountryMember2021-12-310000885590us-gaap:RevenueCommissionersIrelandMemberus-gaap:ForeignCountryMember2020-12-31bhc:subsidiary0000885590srt:MinimumMemberus-gaap:DomesticCountryMember2021-01-012021-12-310000885590us-gaap:DomesticCountryMembersrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMembercountry:CA2021-01-012021-12-310000885590srt:MaximumMembercountry:CA2021-01-012021-12-310000885590srt:MinimumMembercountry:DE2021-01-012021-12-310000885590srt:MaximumMembercountry:DE2021-01-012021-12-310000885590srt:MinimumMembercountry:FR2021-01-012021-12-310000885590country:FRsrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMembercountry:CN2021-01-012021-12-310000885590srt:MaximumMembercountry:CN2021-01-012021-12-310000885590country:IEsrt:MinimumMember2021-01-012021-12-310000885590country:IEsrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMembercountry:NL2021-01-012021-12-310000885590country:NLsrt:MaximumMember2021-01-012021-12-310000885590srt:MinimumMemberus-gaap:AustralianTaxationOfficeMember2021-01-012021-12-310000885590srt:MaximumMemberus-gaap:AustralianTaxationOfficeMember2021-01-012021-12-310000885590us-gaap:LuxembourgInlandRevenueMembersrt:MinimumMember2021-01-012021-12-310000885590us-gaap:LuxembourgInlandRevenueMembersrt:MaximumMember2021-01-012021-12-310000885590us-gaap:CanadaRevenueAgencyMemberus-gaap:ForeignCountryMemberbhc:TaxYear2005ThroughTaxYear2009Member2021-12-31iso4217:CAD0000885590us-gaap:CanadaRevenueAgencyMemberus-gaap:ForeignCountryMemberus-gaap:TaxYear2012Member2021-01-012021-12-310000885590us-gaap:TaxYear2013Member2021-01-012021-12-310000885590bhc:TaxYear2015AndTaxYear2016Memberus-gaap:CanadaRevenueAgencyMemberus-gaap:ForeignCountryMember2021-12-310000885590us-gaap:ForeignCountryMemberus-gaap:AustralianTaxationOfficeMember2017-08-082017-08-080000885590us-gaap:StockCompensationPlanMember2021-01-012021-12-310000885590us-gaap:StockCompensationPlanMember2020-01-012020-12-310000885590us-gaap:StockCompensationPlanMember2019-01-012019-12-310000885590bhc:EmployeeStockOptionsTimeBasedRestrictedStockUnitsandPerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590bhc:EmployeeStockOptionsTimeBasedRestrictedStockUnitsandPerformanceBasedRestrictedStockUnitsMember2020-01-012020-12-310000885590bhc:EmployeeStockOptionsTimeBasedRestrictedStockUnitsandPerformanceBasedRestrictedStockUnitsMember2019-01-012019-12-310000885590bhc:PerformanceBasedRestrictedStockUnitsMember2021-01-012021-12-310000885590us-gaap:UnfavorableRegulatoryActionMemberbhc:ValeantUSSecuritiesLitigationMemberstpr:NJ2015-10-012015-10-31bhc:case0000885590us-gaap:SettledLitigationMemberbhc:RestrictedCashAndOtherSettlementDepositsCurrentMemberbhc:ValeantUSSecuritiesLitigationMemberstpr:NJ2021-12-312021-12-310000885590bhc:ValeantUSSecuritiesLitigationMemberstpr:NJ2021-01-012021-12-31bhc:group0000885590bhc:CanadianSecuritiesLitigationMembercountry:CA2015-01-012015-12-310000885590bhc:CanadianSecuritiesLitigationMemberbhc:ViolationofCanadianProvincialSecuritiesLegislationMembercountry:CA2021-01-012021-12-31bhc:action0000885590us-gaap:SettledLitigationMemberbhc:CanadianSecuritiesLitigationMemberbhc:ViolationofCanadianProvincialSecuritiesLegislationMembercountry:CA2020-08-042020-08-040000885590bhc:CanadianSecuritiesLitigationMemberbhc:ViolationofCanadianProvincialSecuritiesLegislationMembercountry:CA2019-02-15bhc:entity0000885590bhc:CanadianSecuritiesLitigationMemberbhc:ViolationofCanadianProvincialSecuritiesLegislationMembercountry:CA2021-03-17bhc:numberOfBusiness0000885590bhc:RICOClassActionsLitigationMemberus-gaap:UnfavorableRegulatoryActionMemberstpr:NJ2016-05-272016-09-160000885590bhc:InsuranceCoverageLawsuitMember2017-12-072017-12-07bhc:insurance_policy_period0000885590us-gaap:SettledLitigationMemberbhc:InsuranceCoverageLawsuitMember2021-07-20bhc:insured0000885590us-gaap:SettledLitigationMemberbhc:InsuranceCoverageLawsuitMember2021-07-202021-07-200000885590bhc:SandozLitigationMember2019-09-012019-09-300000885590bhc:PerrigoIsraelPharmaceuticalsLitigationMember2020-08-282020-08-280000885590bhc:PadagisLitigationMember2020-05-012020-05-010000885590bhc:MSNLaboratoriesPrivateLtdLitigationMember2021-04-012021-04-300000885590bhc:SlaybackPharmaLLCAndSlaybackPharmaIndiaLLPLitigationMember2021-09-012021-09-300000885590us-gaap:SubsequentEventMemberbhc:LupinPharmaceuticalsIncLitigationMember2022-02-022022-02-020000885590country:CAus-gaap:PendingLitigationMemberbhc:ApotexIncLitigationMember2021-12-310000885590bhc:ShowertoShowerProductLiabilityLitigationMemberus-gaap:PendingLitigationMember2021-12-310000885590bhc:ShowerToShowerProductLiabilityLitigationAllegingCausedOvarianCancerMesotheliomaOrBreastCancerMemberus-gaap:PendingLitigationMember2021-12-310000885590country:CAbhc:ShowertoShowerProductLiabilityLitigationMemberus-gaap:PendingLitigationMember2021-12-310000885590bhc:ShowertoShowerProductLiabilityLitigationMemberstpr:CA-BCus-gaap:PendingLitigationMember2021-12-150000885590us-gaap:SettledLitigationMemberbhc:ShowertoShowerProductLiabilityLitigationMemberstpr:CA-BC2021-12-162021-12-160000885590bhc:ShowertoShowerProductLiabilityLitigationMemberstpr:CA-QCus-gaap:PendingLitigationMember2021-12-310000885590bhc:DoctorsAllergyFormulaLLCLitigationMember2018-04-012018-04-300000885590bhc:LitigationwithFormerSalixCEOMember2019-01-282019-01-280000885590bhc:GlumetzaAntitrustLitigationMember2019-08-012020-07-300000885590bhc:GlumetzaAntitrustLitigationNonClassComplaintsMember2019-08-012020-07-300000885590bhc:GlumetzaAntitrustLitigationMemberbhc:PlaintiffsDirectPurchasersMember2019-08-012020-07-300000885590bhc:PlaintiffsDirectPurchasersMemberbhc:GlumetzaAntitrustLitigationNonClassComplaintsMember2019-08-012020-07-300000885590bhc:GlumetzaAntitrustLitigationMemberus-gaap:PendingLitigationMember2021-07-262021-07-260000885590bhc:DerivativeLawsuitsMember2019-09-10bhc:shareholder0000885590bhc:DerivativeLawsuitsMember2019-09-130000885590bhc:SpearPharmaceuticalsInc.AndSpearDermatologyProductsInc.Member2021-12-310000885590bhc:MitsubishiTanabePharmaCorporationMember2021-12-310000885590bhc:NovaliqGmbHMember2021-12-310000885590bhc:CedarsSinaiMedicalCenterMember2021-12-310000885590bhc:EyenoviaIncMember2021-12-31bhc:reporting_unit0000885590bhc:BauschLombMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000885590bhc:BauschLombMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000885590bhc:BauschLombMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000885590us-gaap:OperatingSegmentsMemberbhc:SalixSegmentMember2021-01-012021-12-310000885590us-gaap:OperatingSegmentsMemberbhc:SalixSegmentMember2020-01-012020-12-310000885590us-gaap:OperatingSegmentsMemberbhc:SalixSegmentMember2019-01-012019-12-310000885590bhc:InternationalRxMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000885590bhc:InternationalRxMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000885590bhc:InternationalRxMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000885590us-gaap:OperatingSegmentsMemberbhc:OrthoDermatologicsSegmentMember2021-01-012021-12-310000885590us-gaap:OperatingSegmentsMemberbhc:OrthoDermatologicsSegmentMember2020-01-012020-12-310000885590us-gaap:OperatingSegmentsMemberbhc:OrthoDermatologicsSegmentMember2019-01-012019-12-310000885590us-gaap:OperatingSegmentsMemberbhc:DiversifiedProductsSegmentMember2021-01-012021-12-310000885590us-gaap:OperatingSegmentsMemberbhc:DiversifiedProductsSegmentMember2020-01-012020-12-310000885590us-gaap:OperatingSegmentsMemberbhc:DiversifiedProductsSegmentMember2019-01-012019-12-310000885590us-gaap:OperatingSegmentsMember2021-01-012021-12-310000885590us-gaap:OperatingSegmentsMember2020-01-012020-12-310000885590us-gaap:OperatingSegmentsMember2019-01-012019-12-310000885590us-gaap:CorporateNonSegmentMember2021-01-012021-12-310000885590us-gaap:CorporateNonSegmentMember2020-01-012020-12-310000885590us-gaap:CorporateNonSegmentMember2019-01-012019-12-31bhc:product0000885590bhc:CustomerTopTenProductsMemberus-gaap:ProductConcentrationRiskMemberbhc:RevenuesNetMember2021-01-012021-12-310000885590bhc:CustomerTopTenProductsMemberus-gaap:ProductConcentrationRiskMemberbhc:RevenuesNetMember2020-01-012020-12-310000885590bhc:CustomerTopTenProductsMemberus-gaap:ProductConcentrationRiskMemberbhc:RevenuesNetMember2019-01-012019-12-310000885590bhc:BauschLombMemberbhc:PharmaceuticalProductsMember2021-01-012021-12-310000885590bhc:SalixSegmentMemberbhc:PharmaceuticalProductsMember2021-01-012021-12-310000885590bhc:InternationalRxMemberbhc:PharmaceuticalProductsMember2021-01-012021-12-310000885590bhc:PharmaceuticalProductsMemberbhc:OrthoDermatologicsSegmentMember2021-01-012021-12-310000885590bhc:PharmaceuticalProductsMemberbhc:DiversifiedProductsSegmentMember2021-01-012021-12-310000885590bhc:PharmaceuticalProductsMember2021-01-012021-12-310000885590bhc:DeviceProductsMemberbhc:BauschLombMember2021-01-012021-12-310000885590bhc:DeviceProductsMemberbhc:SalixSegmentMember2021-01-012021-12-310000885590bhc:DeviceProductsMemberbhc:InternationalRxMember2021-01-012021-12-310000885590bhc:DeviceProductsMemberbhc:OrthoDermatologicsSegmentMember2021-01-012021-12-310000885590bhc:DeviceProductsMemberbhc:DiversifiedProductsSegmentMember2021-01-012021-12-310000885590bhc:DeviceProductsMember2021-01-012021-12-310000885590bhc:BauschLombMemberbhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:SalixSegmentMemberbhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:InternationalRxMemberbhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:OvertheCounterProductsMember2021-01-012021-12-310000885590bhc:BauschLombMemberbhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:SalixSegmentMemberbhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:InternationalRxMemberbhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:BrandedandOtherGenericProductsMember2021-01-012021-12-310000885590bhc:BauschLombMemberbhc:OtherRevenuesMember2021-01-012021-12-310000885590bhc:SalixSegmentMemberbhc:OtherRevenuesMember2021-01-012021-12-310000885590bhc:InternationalRxMemberbhc:OtherRevenuesMember2021-01-012021-12-310000885590bhc:OtherRevenuesMemberbhc:OrthoDermatologicsSegmentMember2021-01-012021-12-310000885590bhc:OtherRevenuesMemberbhc:DiversifiedProductsSegmentMember2021-01-012021-12-310000885590bhc:OtherRevenuesMember2021-01-012021-12-310000885590bhc:SalixSegmentMember2021-01-012021-12-310000885590bhc:BauschLombMemberbhc:PharmaceuticalProductsMember2020-01-012020-12-310000885590bhc:SalixSegmentMemberbhc:PharmaceuticalProductsMember2020-01-012020-12-310000885590bhc:InternationalRxMemberbhc:PharmaceuticalProductsMember2020-01-012020-12-310000885590bhc:PharmaceuticalProductsMemberbhc:OrthoDermatologicsSegmentMember2020-01-012020-12-310000885590bhc:PharmaceuticalProductsMemberbhc:DiversifiedProductsSegmentMember2020-01-012020-12-310000885590bhc:PharmaceuticalProductsMember2020-01-012020-12-310000885590bhc:DeviceProductsMemberbhc:BauschLombMember2020-01-012020-12-310000885590bhc:DeviceProductsMemberbhc:SalixSegmentMember2020-01-012020-12-310000885590bhc:DeviceProductsMemberbhc:InternationalRxMember2020-01-012020-12-310000885590bhc:DeviceProductsMemberbhc:OrthoDermatologicsSegmentMember2020-01-012020-12-310000885590bhc:DeviceProductsMemberbhc:DiversifiedProductsSegmentMember2020-01-012020-12-310000885590bhc:DeviceProductsMember2020-01-012020-12-310000885590bhc:BauschLombMemberbhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:SalixSegmentMemberbhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:InternationalRxMemberbhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:OvertheCounterProductsMember2020-01-012020-12-310000885590bhc:BauschLombMemberbhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:SalixSegmentMemberbhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:InternationalRxMemberbhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:BrandedandOtherGenericProductsMember2020-01-012020-12-310000885590bhc:BauschLombMemberbhc:OtherRevenuesMember2020-01-012020-12-310000885590bhc:SalixSegmentMemberbhc:OtherRevenuesMember2020-01-012020-12-310000885590bhc:InternationalRxMemberbhc:OtherRevenuesMember2020-01-012020-12-310000885590bhc:OtherRevenuesMemberbhc:OrthoDermatologicsSegmentMember2020-01-012020-12-310000885590bhc:OtherRevenuesMemberbhc:DiversifiedProductsSegmentMember2020-01-012020-12-310000885590bhc:OtherRevenuesMember2020-01-012020-12-310000885590bhc:BauschLombMember2020-01-012020-12-310000885590bhc:SalixSegmentMember2020-01-012020-12-310000885590bhc:InternationalRxMember2020-01-012020-12-310000885590bhc:OrthoDermatologicsSegmentMember2020-01-012020-12-310000885590bhc:DiversifiedProductsSegmentMember2020-01-012020-12-310000885590bhc:BauschLombMemberbhc:PharmaceuticalProductsMember2019-01-012019-12-310000885590bhc:SalixSegmentMemberbhc:PharmaceuticalProductsMember2019-01-012019-12-310000885590bhc:InternationalRxMemberbhc:PharmaceuticalProductsMember2019-01-012019-12-310000885590bhc:PharmaceuticalProductsMemberbhc:OrthoDermatologicsSegmentMember2019-01-012019-12-310000885590bhc:PharmaceuticalProductsMemberbhc:DiversifiedProductsSegmentMember2019-01-012019-12-310000885590bhc:PharmaceuticalProductsMember2019-01-012019-12-310000885590bhc:DeviceProductsMemberbhc:BauschLombMember2019-01-012019-12-310000885590bhc:DeviceProductsMemberbhc:SalixSegmentMember2019-01-012019-12-310000885590bhc:DeviceProductsMemberbhc:InternationalRxMember2019-01-012019-12-310000885590bhc:DeviceProductsMemberbhc:OrthoDermatologicsSegmentMember2019-01-012019-12-310000885590bhc:DeviceProductsMemberbhc:DiversifiedProductsSegmentMember2019-01-012019-12-310000885590bhc:DeviceProductsMember2019-01-012019-12-310000885590bhc:BauschLombMemberbhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:SalixSegmentMemberbhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:InternationalRxMemberbhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:OvertheCounterProductsMember2019-01-012019-12-310000885590bhc:BauschLombMemberbhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:SalixSegmentMemberbhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:InternationalRxMemberbhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:OrthoDermatologicsSegmentMemberbhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:DiversifiedProductsSegmentMemberbhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:BrandedandOtherGenericProductsMember2019-01-012019-12-310000885590bhc:BauschLombMemberbhc:OtherRevenuesMember2019-01-012019-12-310000885590bhc:SalixSegmentMemberbhc:OtherRevenuesMember2019-01-012019-12-310000885590bhc:InternationalRxMemberbhc:OtherRevenuesMember2019-01-012019-12-310000885590bhc:OtherRevenuesMemberbhc:OrthoDermatologicsSegmentMember2019-01-012019-12-310000885590bhc:OtherRevenuesMemberbhc:DiversifiedProductsSegmentMember2019-01-012019-12-310000885590bhc:OtherRevenuesMember2019-01-012019-12-310000885590bhc:BauschLombMember2019-01-012019-12-310000885590bhc:InternationalRxMember2019-01-012019-12-310000885590bhc:OrthoDermatologicsSegmentMember2019-01-012019-12-310000885590bhc:DiversifiedProductsSegmentMember2019-01-012019-12-310000885590bhc:UnitedStatesandPuertoRicoMember2021-01-012021-12-310000885590bhc:UnitedStatesandPuertoRicoMember2020-01-012020-12-310000885590bhc:UnitedStatesandPuertoRicoMember2019-01-012019-12-310000885590country:CN2021-01-012021-12-310000885590country:CN2020-01-012020-12-310000885590country:CN2019-01-012019-12-310000885590country:CA2021-01-012021-12-310000885590country:CA2020-01-012020-12-310000885590country:CA2019-01-012019-12-310000885590country:PL2021-01-012021-12-310000885590country:PL2020-01-012020-12-310000885590country:PL2019-01-012019-12-310000885590country:MX2021-01-012021-12-310000885590country:MX2020-01-012020-12-310000885590country:MX2019-01-012019-12-310000885590country:JP2021-01-012021-12-310000885590country:JP2020-01-012020-12-310000885590country:JP2019-01-012019-12-310000885590country:FR2021-01-012021-12-310000885590country:FR2020-01-012020-12-310000885590country:FR2019-01-012019-12-310000885590country:RU2021-01-012021-12-310000885590country:RU2020-01-012020-12-310000885590country:RU2019-01-012019-12-310000885590country:EG2021-01-012021-12-310000885590country:EG2020-01-012020-12-310000885590country:EG2019-01-012019-12-310000885590country:DE2021-01-012021-12-310000885590country:DE2020-01-012020-12-310000885590country:DE2019-01-012019-12-310000885590country:GB2021-01-012021-12-310000885590country:GB2020-01-012020-12-310000885590country:GB2019-01-012019-12-310000885590country:ES2021-01-012021-12-310000885590country:ES2020-01-012020-12-310000885590country:ES2019-01-012019-12-310000885590country:IT2021-01-012021-12-310000885590country:IT2020-01-012020-12-310000885590country:IT2019-01-012019-12-310000885590bhc:OtherCountriesMember2021-01-012021-12-310000885590bhc:OtherCountriesMember2020-01-012020-12-310000885590bhc:OtherCountriesMember2019-01-012019-12-310000885590bhc:UnitedStatesandPuertoRicoMember2021-12-310000885590bhc:UnitedStatesandPuertoRicoMember2020-12-310000885590country:IE2021-12-310000885590country:IE2020-12-310000885590country:CA2021-12-310000885590country:CA2020-12-310000885590country:PL2021-12-310000885590country:PL2020-12-310000885590country:DE2021-12-310000885590country:DE2020-12-310000885590country:MX2021-12-310000885590country:MX2020-12-310000885590country:FR2021-12-310000885590country:FR2020-12-310000885590country:CN2021-12-310000885590country:CN2020-12-310000885590country:RS2021-12-310000885590country:RS2020-12-310000885590country:IT2021-12-310000885590country:IT2020-12-310000885590bhc:OtherCountriesMember2021-12-310000885590bhc:OtherCountriesMember2020-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:RevenuesNetMemberbhc:AmerisourceBergenCorporationMember2021-01-012021-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:RevenuesNetMemberbhc:AmerisourceBergenCorporationMember2020-01-012020-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:RevenuesNetMemberbhc:AmerisourceBergenCorporationMember2019-01-012019-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:McKessonCorporationMemberbhc:RevenuesNetMember2021-01-012021-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:McKessonCorporationMemberbhc:RevenuesNetMember2020-01-012020-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:McKessonCorporationMemberbhc:RevenuesNetMember2019-01-012019-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:CardinalHealthIncMemberbhc:RevenuesNetMember2021-01-012021-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:CardinalHealthIncMemberbhc:RevenuesNetMember2020-01-012020-12-310000885590us-gaap:CustomerConcentrationRiskMemberbhc:CardinalHealthIncMemberbhc:RevenuesNetMember2019-01-012019-12-310000885590us-gaap:SubsequentEventMemberbhc:TermLoanBFacilityNewRestatedCreditAgreementMember2022-01-180000885590us-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMemberbhc:RevolvingCreditFacilityNewRestatedCreditAgreementMember2022-01-180000885590us-gaap:SubsequentEventMemberbhc:NewRestatedCreditAgreementMember2022-01-182022-01-180000885590bhc:SeniorSecured6125NotesDueFebruary2027Memberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:SubsequentEventMemberus-gaap:SecuredDebtMember2022-02-102022-02-100000885590bhc:SeniorSecured6125NotesDueFebruary2027Memberus-gaap:SubsequentEventMembersrt:MaximumMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SecuredDebtMember2022-02-102022-02-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year EndedDecember 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 001-14956
Bausch Health Companies Inc.
(Exact Name of Registrant as Specified in its Charter)
British Columbia,
Canada
98-0448205
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (514744-6792
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, No Par ValueBHCNew York Stock Exchange,Toronto Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer Non-accelerated filer
(Do not check if a smaller
reporting company)
Smaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
The aggregate market value of the common shares held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $8,713,713,918 based on the last reported sale price on the New York Stock Exchange on June 30, 2021.
The number of outstanding shares of the registrant’s common stock as of February 17, 2022 was 359,646,496.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s proxy statement for the 2022 Annual Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2021.


TABLE OF CONTENTS

GENERAL INFORMATION
    Page
PART I
Item 1. Business 
Item 1A. Risk Factors 
Item 1B. Unresolved Staff Comments 
Item 2. Properties 
Item 3. Legal Proceedings 
Item 4. Mine Safety Disclosures 
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
Item 6.Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
Item 8. Financial Statements and Supplementary Data 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
Item 9A. Controls and Procedures 
Item 9B. Other Information 
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance 
Item 11. Executive Compensation 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
Item 13. Certain Relationships and Related Transactions, and Director Independence 
Item 14. Principal Accounting Fees and Services 
PART IV
Item 15. Exhibits and Financial Statement Schedules 
Item 16. Form 10-K Summary
SIGNATURES 
i


Basis of Presentation
General
Except where the context otherwise requires, all references in this Annual Report on Form 10-K (“Form 10-K”) to the “Company”, “we”, “us”, “our” or similar words or phrases are to Bausch Health Companies Inc. and its subsidiaries, taken together. In this Form 10-K, references to “$” or “USD” are to United States dollars, references to “€” are to Euros, and references to “CAD” are to Canadian dollars. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of December 31, 2021.
Trademarks
The following words are some of the trademarks in our Company’s trademark portfolio and are the subject of either registration, or application for registration, in one or more of Canada, the United States of America (the “U.S.”) or certain other jurisdictions: AERGEL®, AKREOS®, ALAWAY®, ALREX®, ALTRENO®, AMMONUL®, APLENZIN®, APRISO®, AQUALOX, ARAZLO®, ARESTIN®, ARTELAC®, ATIVAN®, B & L®, B + L®, BAUSCH & LOMB®, BAUSCH + LOMB®, BAUSCH + LOMB INFUSE®, BAUSCH + LOMB ULTRA®, BAUSCH HEALTH®, BAUSCH HEALTH COMPANIES®, BEDOYECTA®, BENZACLIN®, BEPREVE®, BESIVANCE®, BIOTRUE®, BISOCARD®, BOSTON®, BRYHALI®, BUPAP®, CARDIZEM®, CLEAR + BRILLIANT®, CLEARVISC, CLINDAGEL®, COMFORTMOIST®, CRYSTALENS®, CUPRIMINE®, DEMSER®, DIASTAT®, DUOBRII®, EDECRIN®, ENVISTA®, ESPAVEN®, FRAXEL®, GLUMETZA®, INFUSE®, ISTALOL®, IVEXTERM®, JUBLIA®, LIBRAX®, LOTEMAX®, LUMIFY®, MEPHYTON®, MIGRANAL®, MINIMS®, MOISTURESEAL®, MYSOLINE®, NEUTRASAL®, NORITATE®, OCUDOSE®, OCUVITE®, ONEXTON®, OPTICALIGN®, ORAFITTM, ORTHO DERMATOLOGICS®, PRESERVISION®, PROLENSA®, PUREVISION®, RELISTOR®, RENU®, RENU MULTIPLUS®, RETIN-A®, RETIN-A MICRO®, SALIX®, SHOWER TO SHOWER®, SILIQ®, SILSOFT®, SIMPLIFEYE®, SOFLENS®, SOLODYN®, SOLTA MEDICAL®, STELLARIS®, STELLARIS ELITE®, SYNERGETICS®, SYPRINE®, TARGRETIN®, THERMAGE®, THERMAGE FLX®, THROMBO ASS®, TIMOPTIC®, TRULANCE®, TRULIGN®, UCERIS®, VALEANT®, VASERLIPO®, VICTUS®, VIRAZOLE®, VYZULTA®, XENAZINE®, YELLOX®, ZEGERID®, and ZYLET®.
In addition to the trademarks previously noted, we have filed trademark applications and/or obtained trademark registrations for many of our other trademarks in the U.S., Canada and in other jurisdictions and have implemented, on an ongoing basis, a trademark protection program for new trademarks.
WELLBUTRIN®, WELLBUTRIN XL® and ZOVIRAX® are trademarks of GlaxoSmithKline LLC and are used by us under license. ELIDEL® and XERESE® are registered trademarks of Meda Pharma SARL and are used by us under license. EMERADE® is a registered trademark of Medeca Pharma AB and is used by us under license. ISUPREL® and NITROPRESS® are registered trademarks of Hospira, Inc. and are used by us under license. XIFAXAN® is a registered trademark of Alfasigma S.p.A. and is used by us under license. MOVIPREP® is a registered trademark of Velinor AG and is used by us under license. PLENVU® is a registered trademark of Velinor AG and is used by us under license. LOCOID® is a registered trademark of Leo Pharma A/S and is used by us under license. TANGIBLE® and HYDRA-PEG® are registered trademarks of Tangible Science, LLC and are used by us under license. XIPERE is a trademark of Clearside Biomedical, Inc. and is used by us under license. CONTRAVE® and MYSIMBA® are used by us under license.
Forward-Looking Statements
Caution regarding forward-looking information and statements and “Safe-Harbor” statements under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws:
To the extent any statements made in this Form 10-K contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and may be forward-looking information within the meaning defined under applicable Canadian securities laws (collectively, “forward-looking statements”).
These forward-looking statements relate to, among other things: our business strategy, business plans and prospects and forecasts and changes thereto; product pipeline, prospective products and product approvals, expected launches of new products, product development and future performance and results of current and anticipated products; anticipated revenues for our products; expected research and development ("R&D") and marketing spend; our expected primary cash and working capital requirements for 2022 and beyond; the Company's plans for continued improvement in operational efficiency and the anticipated impact of such plans; our liquidity and our ability to satisfy our debt maturities as they become due; our ability to reduce debt levels; our ability to comply with the financial and other covenants contained in our Fourth Amended and Restated Credit and Guaranty Agreement, as amended by the First Incremental Amendment to the Restated Credit Agreement, dated as of November 27, 2018 (the "Restated Credit Agreement"), and senior notes indentures; the impact of our distribution,
ii


fulfillment and other third-party arrangements; proposed pricing actions; exposure to foreign currency exchange rate changes and interest rate changes; the outcome of contingencies, such as litigation, subpoenas, investigations, reviews, audits and regulatory proceedings; the anticipated impact of the adoption of new accounting standards; general market conditions; our expectations regarding our financial performance, including revenues, expenses, gross margins and income taxes; our impairment assessments, including the assumptions used therein and the results thereof; the anticipated impact of the evolving COVID-19 pandemic and related responses from governments and private sector participants on the Company, its supply chain, third-party suppliers, project development timelines, costs, revenues, margins, liquidity and financial condition, the anticipated timing, speed and magnitude of recovery from these COVID-19 pandemic related impacts and the Company’s planned actions and responses to this pandemic; the Company’s plan to separate its eye-health business, including the structure and timing of completing such separation transaction; and the proposed initial public offering (“IPO”) of the Company’s Solta aesthetic medical device business, including the timing of such IPO.
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. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements may not be appropriate for other purposes. Although we have previously indicated certain of these statements set out herein, all of the statements in this Form 10-K that contain forward-looking statements are qualified by these cautionary statements. These statements are based upon the current expectations and beliefs of management. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making such forward-looking statements, including, but not limited to, factors and assumptions regarding the items previously outlined, those factors, risks and uncertainties outlined below and the assumption that none of these factors, risks and uncertainties will cause actual results or events to differ materially from those described in such forward-looking statements. Actual results may differ materially from those expressed or implied in such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from these expectations include, among other things, the following:
the risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines for COVID-19 (including with respect to current or future variants), COVID-19 vaccine immunization rates, the emergence of variant strains of COVID-19, the evolving reaction of governments, private sector participants and the public to that pandemic, and the potential effects and economic impact of the pandemic and the reaction to it, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a significant adverse impact on the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may decrease);
with respect to the proposed separation of the Company’s eye-health business, the risks and uncertainties include, but are not limited to, the expected benefits and costs of the separation transaction, the expected timing of completion of the separation transaction and its terms, (including the Company’s expectation that it will launch the IPO of the Bausch + Lomb entity when financial market conditions are favorable, subject to receipt of regulatory, stock exchange and other approvals, and the Company’s expectation that the separation transaction will be completed following the expiry of customary lock-ups related to the B+L IPO and achievement of targeted debt leverage ratios, subject to receipt of applicable shareholder and other necessary approvals), the Company’s ability to complete the separation transaction considering the various conditions to the completion of the separation transaction (some of which are outside the Company’s control, including conditions related to regulatory matters and a possible shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that any stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following the separation transaction, diversion of management time on separation transaction-related issues, retention of existing management team members, the reaction of customers and other parties to the separation transaction, the qualification of the separation transaction as a tax-free transaction for Canadian and/or U.S. federal income tax purposes (including whether or not an advance ruling from the Canada Revenue Agency 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 separation transaction (some of which are beyond their control), the potential dissynergy costs resulting from the separation transaction, the impact of the separation transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets the Company is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting the Company’s business. In particular, the Company can offer no assurance that any IPO or separation will occur at all, or that any such transaction will occur on the timelines anticipated by the Company;
iii


with respect to the proposed IPO of the Company’s Solta aesthetic medical device business, the risks and uncertainties include, but are not limited to, risks relating to the expected timing of completion of such transaction (including the Company’s expectation that it will launch such IPO when financial market conditions are favorable, subject to receipt of regulatory, stock exchange and other approvals) and the Company’s ability to complete such transaction, that market or other conditions are no longer favorable to completing the transaction on a timely basis or at all, the receipt of (or failure to receive) any shareholder, stock exchange, regulatory and other approvals required in connection with the transaction and the timing of receipt of such approvals, business disruption during the pendency of or following such transaction, diversion of management time on transaction-related issues, retention of Solta aesthetic medical device management team members, the reaction of customers and other parties to such transaction, the impact of such transaction on relationships with customers, suppliers, employees and other business counterparties, and other events that could adversely impact the completion of such transaction, including industry or economic conditions outside of Bausch Health’s control. In particular, the Company can offer no assurance that any IPO will occur at all, or that any such transaction will occur on the timelines anticipated by the Company;
the expense, timing and outcome of legal and governmental proceedings, investigations and information requests relating to, among other matters, our past distribution, marketing, pricing, disclosure and accounting practices (including with respect to our former relationship with Philidor Rx Services, LLC ("Philidor")), including a number of pending non-class securities litigations (including certain pending opt-out actions in the U.S. related to the previously settled securities class action (which remains subject to an objector's appeal of the Court's final approval order) and certain opt-out actions in Canada relating to the recently settled class action in Canada), certain pending lawsuits and other claims, investigations or proceedings that may be initiated or that may be asserted;
potential additional litigation and regulatory investigations (and any costs, expenses, use of resources, diversion of management time and efforts, liability and damages that may result therefrom), negative publicity and reputational harm on our Company, products and business that may result from the past and ongoing public scrutiny of our past distribution, marketing, pricing, disclosure and accounting practices and from our former relationship with Philidor;
the past and ongoing scrutiny of our legacy business practices, including with respect to pricing, and any pricing controls or price adjustments that may be sought or imposed on our products as a result thereof;
pricing decisions that we have implemented, or may in the future elect to implement, such as the Patient Access and Pricing Committee’s historic practice of limiting the average annual price increase for our branded prescription pharmaceutical products to single digits, or any future pricing actions we may take in 2022 or beyond following review by our Patient Access and Pricing Committee (which is responsible for the pricing of our drugs);
legislative or policy efforts, including those that may be introduced and passed by the U.S. Congress, designed to reduce patient out-of-pocket costs for medicines, which could result in new mandatory rebates and discounts or other pricing restrictions, controls or regulations (including mandatory price reductions);
ongoing oversight and review of our products and facilities by regulatory and governmental agencies, including periodic audits by the U.S. Food and Drug Administration (the "FDA") and equivalent agencies outside of the U.S. and the results thereof;
actions by the FDA or other regulatory authorities with respect to our products or facilities;
compliance with the legal and regulatory requirements of our marketed products;
our substantial debt (and potential additional future indebtedness) and current and future debt service obligations, our ability to reduce our outstanding debt levels and the resulting impact on our financial condition, cash flows and results of operations;
our ability to comply with the financial and other covenants contained in our Restated Credit Agreement, senior notes indentures, 2023 Revolving Credit Facility (as defined below) and other current or future credit and/or debt agreements and the limitations, restrictions and prohibitions such covenants impose or may impose on the way we conduct our business, including prohibitions on incurring additional debt if certain financial covenants are not met, limitations on the amount of additional obligations we are able to incur pursuant to other covenants, our ability to draw under our 2023 Revolving Credit Facility and restrictions on our ability to make certain investments and other restricted payments;
any default under the terms of our senior notes indentures or Restated Credit Agreement (and other current or future credit and/or debt agreements) and our ability, if any, to cure or obtain waivers of such default;
iv


any downgrade by rating agencies in our credit ratings, which may impact, among other things, our ability to raise debt and the cost of capital for additional debt issuances;
any reductions in, or changes in the assumptions used in, our forecasts for fiscal year 2022 or beyond, including as a result of the impacts of the COVID-19 pandemic on our business and operations, which could lead to, among other things: (i) a failure to meet the financial and/or other covenants contained in our Restated Credit Agreement and/or senior notes indentures (and other current or future credit and/or debt agreements) and/or (ii) impairment in the goodwill associated with certain of our reporting units or impairment charges related to certain of our products or other intangible assets, which impairments could be material;
changes in the assumptions used in connection with our impairment analyses or assessments, which would lead to a change in such impairment analyses and assessments and which could result in an impairment in the goodwill associated with any of our reporting units or impairment charges related to certain of our products or other intangible assets;
the uncertainties associated with the acquisition and launch of new products, 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;
our ability to retain, motivate and recruit executives and other key employees;
our ability to implement effective succession planning for our executives and key employees;
factors impacting our ability to stabilize and reposition our Ortho Dermatologics 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;
the challenges and difficulties associated with managing a large complex business, which has, in the past, grown rapidly;
our ability to compete against companies that are larger and have greater financial, technical and human resources than we do, as well as other competitive factors, such as technological advances achieved, patents obtained and new products introduced by our competitors;
our ability to effectively operate and grow our businesses in light of the challenges that the Company has faced and market conditions, including with respect to its substantial debt, pending investigations and legal proceedings, scrutiny of our past pricing and other practices, limitations on the way we conduct business imposed by the covenants contained in our Restated Credit Agreement, senior notes indentures and the agreements governing our other indebtedness, and the impacts of the COVID-19 pandemic;
the extent to which our products are reimbursed by government authorities, pharmacy benefit managers ("PBMs") and other third-party payors; the impact our distribution, pricing and other practices may have on the decisions of such government authorities, PBMs and other third-party payors to reimburse our products; and the impact of obtaining or maintaining such reimbursement on the price and sales of our products;
the inclusion of our products on formularies or our ability to achieve favorable formulary status, as well as the impact on the price and sales of our products in connection therewith;
the consolidation of wholesalers, retail drug chains and other customer groups and the impact of such industry consolidation on our business;
our ability to maintain strong relationships with physicians and other healthcare professionals;
v


our eligibility for benefits under tax treaties and the continued availability of low effective tax rates for the business profits of certain of our subsidiaries;
the 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;
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;
the actions of our third-party partners or service providers of research, development, manufacturing, marketing, distribution or other services, including their compliance with applicable laws and contracts, which actions may be beyond our control or influence, and the impact of such actions on our Company;
the risks associated with the international scope of our operations, including our presence in emerging markets and the challenges we face when entering and operating in new and different geographic markets (including the challenges created by new and different regulatory regimes in such countries and the need to comply with applicable anti-bribery and economic sanctions laws and regulations);
adverse global economic conditions and credit markets and foreign currency exchange uncertainty and volatility in certain of the countries in which we do business;
the trade conflict between the United States and China;
the potential conflict between Russia and Ukraine and any restrictive actions that may be taken by the U.S. and/or other countries in response thereto, such as sanctions or export controls;
our ability to obtain, maintain and license sufficient intellectual property rights over our products and enforce and defend against challenges to such intellectual property (such as in connection with the filing by Norwich Pharmaceuticals Inc. (“Norwich”) of its Abbreviated New Drug Application (“ANDA”) for Xifaxan® (rifaximin) 550 mg tablets and the Company’s related lawsuit filed against Norwich in connection therewith);
the introduction of generic, biosimilar or other competitors of our branded products and other products, including the introduction of products that compete against our products that do not have patent or data exclusivity rights;
our ability to identify, finance, acquire, close and integrate acquisition targets successfully and on a timely basis and the difficulties, challenges, time and resources associated with the integration of acquired companies, businesses and products;
any divestitures of our assets or businesses and our ability to successfully complete any such divestitures on commercially reasonable terms and on a timely basis, or at all, and the impact of any such divestitures on our Company, including the reduction in the size or scope of our business or market share, loss of revenue, any loss on sale, including any resultant impairments of goodwill or other assets, or any adverse tax consequences suffered as a result of any such divestitures;
the expense, timing and outcome of pending or future legal and governmental proceedings, arbitrations, investigations, subpoenas, tax and other regulatory audits, examinations, reviews and regulatory proceedings against us or relating to us and settlements thereof;
our ability to negotiate the terms of or obtain court approval for the settlement of certain legal and regulatory proceedings;
our ability to obtain components, raw materials or finished products supplied by third parties (some of which may be single-sourced) and other manufacturing and related supply difficulties, interruptions and delays;
the disruption of delivery of our products and the routine flow of manufactured goods;
economic factors over which the Company has no control, including changes in inflation, interest rates, foreign currency rates, and the potential effect of such factors on revenues, expenses and resulting margins;
interest rate risks associated with our floating rate debt borrowings;
our ability to effectively distribute our products and the effectiveness and success of our distribution arrangements;
our ability to effectively promote our own products and those of our co-promotion partners;
vi


the success of our fulfillment arrangements with Walgreen Co. including market acceptance of, or market reaction to, such arrangements (including by customers, doctors, patients, PBMs, third-party payors and governmental agencies), and the continued compliance of such arrangements with applicable laws;
our ability to secure and maintain third-party research, development, manufacturing, licensing, marketing or distribution arrangements;
the risk that our products could cause, or be alleged to cause, personal injury and adverse effects, leading to potential lawsuits, product liability claims and damages and/or recalls or withdrawals of products from the market;
the mandatory or voluntary recall or withdrawal of our products from the market and the costs associated therewith;
the availability of, and our ability to obtain and maintain, adequate insurance coverage and/or our ability to cover or insure against the total amount of the claims and liabilities we face, whether through third-party insurance or self-insurance;
our indemnity agreements, which may result in an obligation to indemnify or reimburse the relevant counterparty, which amounts may be material;
the difficulty in predicting the expense, timing and outcome within our legal and regulatory environment, including with respect to approvals by the FDA, Health Canada, European Medicines Agency ("EMA") and similar agencies in other countries, legal and regulatory proceedings and settlements thereof, the protection afforded by our patents and other intellectual and proprietary property, successful generic challenges to our products and infringement or alleged infringement of the intellectual property of others;
the results of continuing safety and efficacy studies by industry and government agencies;
the success of preclinical and clinical trials for our drug development pipeline or delays in clinical trials that adversely impact the timely commercialization of our pipeline products, as well as other factors impacting the commercial success of our products, which could lead to material impairment charges;
uncertainties around the successful improvement and modification of our existing products and development of new products, which may require significant expenditures and efforts;
the results of management reviews of our research and development portfolio (including following the receipt of clinical results or feedback from the FDA or other regulatory authorities), which could result in terminations of specific projects which, in turn, could lead to material impairment charges;
the seasonality of sales of certain of our products;
declines in the pricing and sales volume of certain of our products that are distributed or marketed by third parties, over which we have no or limited control;
compliance by the Company or our third-party partners and service providers (over whom we may have limited influence), or the failure of our Company or these third parties to comply, with health care “fraud and abuse” laws and other extensive regulation of our marketing, promotional and business practices (including with respect to pricing), worldwide anti-bribery laws (including the U.S. Foreign Corrupt Practices Act and the Canadian Corruption of Foreign Public Officials Act), worldwide economic sanctions and/or export laws, worldwide environmental laws and regulation and privacy and security regulations;
the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 and potential amendment thereof and other legislative and regulatory health care reforms in the countries in which we operate, including with respect to recent government inquiries on pricing;
the impact of any changes in or reforms to the legislation, laws, rules, regulation and guidance that apply to the Company and its businesses and products or the enactment of any new or proposed legislation, laws, rules, regulations or guidance that will impact or apply to the Company or its businesses or products;
the impact of changes in federal laws and policy that may be undertaken under the Biden administration;
illegal distribution or sale of counterfeit versions of our products;
interruptions, breakdowns or breaches in our information technology systems; and
risks in Item 1A. “Risk Factors” in this Form 10-K.
vii


Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found elsewhere in this Form 10-K, under Item 1A. "Risk Factors" and in the Company's other filings with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”). When relying on our forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. These forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any of these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect actual outcomes, except as required by law. We caution that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the foregoing list of important factors that may affect future results is not exhaustive and should not be considered a complete statement of all potential risks and uncertainties.
viii


PART I
Item 1.    Business
Introduction
Bausch Health Companies Inc. is a global company whose mission is to improve people’s lives with our health care products. We develop, manufacture and market, primarily in the therapeutic areas of eye-health, gastroenterology (“GI”) and dermatology, a broad range of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) over-the-counter (“OTC”) products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetics devices), which are marketed directly or indirectly in approximately 100 countries.
Our portfolio of products falls into five operating and reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International Rx, (iv) Ortho Dermatologics and (v) Diversified Products.
The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Consumer, Surgical and Ophthalmic Pharmaceuticals products.
The Salix segment consists of sales in the U.S. of GI products.
The International Rx segment consists of sales, with the exception of sales of Bausch +Lomb products and Solta aesthetic medical devices, outside the U.S and Puerto Rico of branded pharmaceutical products, branded generic pharmaceutical and OTC products.
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological) products and (ii) global sales of Solta aesthetic medical devices.
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products.
For additional discussion of our reportable segments, see the discussion in Item 1. "Business — Segment Information" and Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for further details on these reportable segments.
On August 6, 2020, we announced our plan to separate our eye-health business into an independent publicly traded entity, Bausch + Lomb Corporation ("Bausch + Lomb") from the remainder of Bausch Health Companies Inc. (the "B+L Separation"). On August 3, 2021, we announced our plan to conduct an initial public offering ("IPO") of our aesthetic medical device business, Solta Medical ("Solta") (the "Solta IPO"). We believe separating our pharmaceutical, eye-health and aesthetics medical device businesses is an opportunity to unlock value across our portfolio of assets by creating three highly attractive but dissimilar businesses. Since making these announcements, we began executing on those plans and, at the end of 2021, had substantially completed the internal objectives to facilitate the IPOs and related separation of these businesses. We continue to monitor market conditions and aim to launch the Bausch + Lomb IPO (the "B+L IPO") and the Solta IPO when financial market conditions are favorable (subject to receipt of regulatory, stock exchange and other approvals). However, there can be no assurance as to when we will complete either IPO, if at all. Until such time, we continue to manage these businesses along with our pharmaceutical portfolio of gastrointestinal, dermatology, neurology and other therapeutics, with our continued commitment to bring out additional value for our shareholders. Following the B+L IPO, we expect to complete the separation of Bausch + Lomb after the expiry of customary lockups related to the B+L IPO and achievement of targeted debt leverage ratios, subject to the receipt of applicable shareholder and other necessary approvals and market conditions.
Subject to market conditions and receipt of regulatory, stock exchange and other approvals, we expect to launch the B+L IPO and the Solta IPO sometime in the first half of 2022. Nothing in this Form 10-K shall constitute an offer to sell or the solicitation of an offer to buy any securities of the Bausch + Lomb or Solta Medical entities.
COVID-19 Pandemic
We continue to closely monitor the impacts of the COVID-19 pandemic and related responses from governments and private sector participants on the Company, our customers, supply chain, third-party suppliers, project development timelines, costs, revenue, margins, liquidity and financial condition and our planned actions and responses to this pandemic. We believe we have responded quickly to the human and commercial challenges brought on by the COVID-19 pandemic and that our early actions have, so far, enabled us to keep our employees safe and our supply lines largely intact and we believe these actions have laid the foundation for us to work our way through the uncertainties to come. To date, the Company has been able to continue its operations with limited disruptions in supply and manufacturing. Although our revenues were adversely affected by the impacts of the COVID-19 pandemic, particularly during the second quarter of 2020, our revenues returned to pre-pandemic
1


levels for many of our businesses and geographies in 2021 and, at the current pace of recovery, we expect the COVID-19 pandemic to have a minimal impact on the remaining businesses and geographies in 2022.
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Impacts of COVID-19” of this Form 10-K for additional information on the impacts of the COVID-19 pandemic and Item 1A. “Risk Factors — Risk Relating to COVID-19” of this Form 10-K for additional risks relating to the COVID-19 pandemic.
Business Strategy
Our strategy is to focus our business on core therapeutic classes and geographies that offer attractive growth opportunities. Within our chosen therapeutic classes, we prioritize durable products which we believe have the potential for strong operating margins and evidence of growth opportunities. We believe this strategy has reduced complexity in our operations and maximizes the value of our: (i) eye-health, (ii) GI and (iii) dermatology businesses, which collectively represent a substantial portion of our revenues. We have found and continue to believe there is significant opportunity in each of these businesses and we believe our existing portfolio, commercial footprint and pipeline of product development projects position us to successfully compete in these markets and provide us with the greatest opportunity to build value for our shareholders.
As we continue to prepare for the separation of our eye-health and medical device aesthetics businesses, we remain focused on expanding and deepening our geographic reach of all our businesses. We continue to search out new markets where our portfolio of products would expect to flourish, while continually revisiting our existing geographies where our portfolio of pharmaceuticals would help fill unmet needs. As we prepare for the separations of the Bausch + Lomb and Solta businesses, we are looking to right size our presence in these geographies, make additional investments in sales force and advertising, to create a greater presence in these geographies where we can capitalize on our existing and future product portfolios to meet unmet needs and generate future revenue streams and value for our company.
We believe we have a well-established diversified product portfolio across all our businesses that provides a sustainable revenue stream to fund our operations. Our continued success is dependent upon our ability to continually refresh our pipeline and bring new product solutions to the market that meet changing demands and replace other products that have lost momentum. We have a robust pipeline that we believe not only provides for the next generation of our existing products, but is also poised to bring new and innovative solutions to market. Our R&D organization focuses on the development of products through clinical trials and, as of December 31, 2021, included approximately 1,300 dedicated R&D and quality assurance employees in 25 R&D facilities.
We have focused our R&D to advance development programs that we believe will drive growth in our core businesses, while creating efficiencies in our R&D efforts and expenses. Although we primarily rely on our R&D organization to build-out and refresh our product portfolio, to supplement those efforts, we continually seek out opportunities, such as co-promotions, licensing agreements and strategic acquisitions, to leverage our commercial footprint, particularly our sales force, by strategically aligning ourselves with other innovative product solutions that, when coupled with our existing product portfolio, address specific needs in the market. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Focus on Core Businesses” of this Form 10-K.
Segment Information
Our revenues for 2021, 2020 and 2019 were $8,434 million, $8,027 million and $8,601 million, respectively. We have approximately 1,200 products in our portfolio of products, which fall into five operating and reportable segments: (i) Bausch + Lomb, (ii) Salix, (iii) International Rx, (iv) Ortho Dermatologics and (v) Diversified Products. Segment revenues for the years 2021, 2020 and 2019 were as follows:
2


202120202019
(in millions)AmountPct.AmountPct.AmountPct.
Bausch + Lomb$3,765 45 %$3,415 42 %$3,778 44 %
Salix2,074 24 %1,904 24 %2,022 23 %
International Rx1,166 14 %1,181 15 %1,154 13 %
Ortho Dermatologics564 %548 %560 %
Diversified Products865 10 %979 12 %1,087 13 %
Total revenues$8,434 100 %$8,027 100 %$8,601 100 %
Comparative segment information for 2021, 2020 and 2019 is further presented in Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements.
Bausch + Lomb
Our Bausch + Lomb segment includes our global Bausch + Lomb eye-health business. Our global Bausch + Lomb eye-health business includes our Global Vision Care, Global Surgical, Global Consumer and Global Ophthalmic Pharmaceuticals products, which in aggregate accounted for approximately 45%, 42% and 44% of our Company's revenues for 2021, 2020 and 2019, respectively.
As previously discussed, on August 6, 2020, we announced our plan to separate our eye-health business into an independent publicly traded entity, Bausch + Lomb Corporation, from the remainder of Bausch Health Companies Inc. Since making that announcement, we have been executing on this plan and, at the end of 2021, had substantially completed the internal objectives to facilitate the B+L Separation. As of the date of this filing, we continue to execute on our plan for the B+L Separation and aim to launch the B+L IPO when market conditions are favorable and subject to receipt of regulatory, stock exchange and other approvals. Following the B+L IPO, we expect to complete the B+L Separation after the expiry of customary lockups related to the B+L IPO and the achievement of targeted debt leverage ratios, subject to receipt of applicable shareholder and other necessary approvals and market conditions. Nothing in this Form 10-K shall constitute an offer to sell or the solicitation of an offer to buy any securities.
Our Bausch + Lomb business is a fully integrated eye-health business, which we believe is critical to maintaining and further developing its position in the global eye-health market. We maintain a fully integrated eye care portfolio of established lines of contact lenses, intraocular lenses and other medical devices, surgical systems and devices, vitamin and mineral supplements, lens care products, prescription eye-medications and other consumer products, to holistically approach solving eye-health problems and keep us in a position to compete in all areas of the eye-health market. Since our beginnings in 1853 as an optical goods shop in Rochester, New York, we have remained focused on advancing eye-health for people all over the world. As part of our longstanding commitment to eye care professionals and the patients they serve, we invest in physician training, patient and customer education, disease prevention and other initiatives through both traditional and digital platforms to continue to advance eye-health.
As part of our global Bausch + Lomb business strategy, we continually look for key trends in the eye-health market to meet changing consumer/patient needs and identify areas for investment and growth. We believe that the gap between evolving eye-health needs and effective treatments represents a significant growth opportunity, and we believe that we have the ability to increase demand for our products by educating customers and capturing the rising consumerism in our available markets. For example, it is estimated that more than 17 million people suffer from visual impairment in China, of which 8 million are blind, yet only 450 cataract surgeries are performed for every 1 million people each year in China. Myopia represents another significant growth opportunity. We estimate that myopia affects approximately 25 million children in the United States, and 2.9 billion people globally had some degree of myopia in 2020. According to the World Health Organization, this population is expected to rise globally by more than 60% between 2020 and 2050. To increase adoption of our products, we intend to continue our focus on patient, consumer and eye care professional education. In addition, we believe that we can grow our market opportunity by expanding into emerging therapeutic areas and researching and securing other indications for our products. We intend to leverage our global regulatory and commercial capabilities to accelerate product approvals and launches across current and future markets.
3


Currently our principal products in the eye-health business include:
Consumer
Our Consumer eye care business consists of contact lens care products, OTC eye drops and eye vitamins. Our eye vitamin products include our patented formulas and mineral supplements that address various conditions including eye allergies, conjunctivitis, dry eye, redness and relief. Key Consumer eye care brands include:
PreserVision® AREDS 2 is a patented eye vitamin formula that contains the exact nutrient formula recommended by the National Eye Institute for people with moderate to advanced age-related macular degeneration ("AMD") following the landmark AREDS 2 clinical study.
Ocuvite® is a vitamin and mineral supplement for the eye that contains lutein and zeaxanthin (antioxidant carotenoids), a nutrient that supports macular health by helping filter harmful blue light.
Biotrue® multi-purpose solution helps prevent certain tear proteins from denaturing and fights germs for healthy contact lens wear. Biotrue® multi-purpose solution uses a lubricant found in eyes and is pH balanced to match healthy tears.
Bausch + Lomb Renu® Advanced Formula multi-purpose solution was launched in 2017 and is a novel soft and silicone hydrogel contact lenses solution that makes use of three disinfectants and two moisture agents.
Boston® solution is a specialty cleansing solution design for gas permeable contact lenses.
Artelac® is an eye moisturizer eye drop which enables quick wetting of dry eyes. Artelac® contains hyaluronic Acid (sodium hyaluronate), a natural lubricant which instantly refreshes and hydrates the eyes. Artelac® is particularly suitable for alleviating mild symptoms of dry eyes and can also be used to moisten hard contact lenses while being worn.
LUMIFY® (brimonidine tartrate ophthalmic solution, 0.025%) is an OTC eye drop developed as an ocular redness reliever. LUMIFY® was launched in the U.S. in May 2018.
Vision Care
Our Vision Care portfolio includes contact lenses that span the spectrum of wearing modalities, including daily disposable and frequently replaced contact lenses, and contact lenses that are indicated for therapeutic use and that can also provide optical correction during healing, if required. Key Vision Care brands include:
Bausch + Lomb INFUSE® (known as BAUSCH + LOMB ULTRA® ONE DAY in Canada, Australia and Hong Kong), a silicone hydrogel daily disposable contact lens designed with a next generation material infused with ProBalance TechnologyTM to help maintain ocular surface homeostasis and help reduce symptoms of contact lens dryness. Bausch + Lomb INFUSE® was launched in the United States in August 2020 and BAUSCH + LOMB ULTRA® ONE DAY was launched in Canada, Australia, and Hong Kong in November 2020.
AQUALOXTM in Japan, a silicone hydrogel daily disposable contact lens designed to provide clear vision throughout the day. Product validation was completed in June 2018 and SiHy Daily AQUALOXTM was launched in Japan in September 2018.
Bausch + Lomb ULTRA®, a silicone hydrogel frequent replacement contact lens for patients with myopia or hyperopia that uses our proprietary MoistureSeal® technology, which allows the contact lens to retain 95% of moisture after 16 hours of wear, limiting lens dryness and resulting symptoms.
Bausch + Lomb ULTRA® for Astigmatism, a monthly planned replacement contact lens for astigmatic patients developed using our proprietary MoistureSeal® technology. Bausch + Lomb ULTRA® for Astigmatism lenses integrate an OpticAlign® design engineered for lens stability and to promote a successful wearing experience for the astigmatic patient.
Bausch + Lomb ULTRA® for Presbyopia, a monthly planned replacement contact lens for presbyopic patients developed using the Company’s proprietary MoistureSeal® technology. Bausch + Lomb ULTRA® for Presbyopia lenses integrate our 3-Zone Progressive™ multifocal design with seamless transitions between near, far and intermediate distances for clear, comfortable vision across all distances.
4


Bausch + Lomb ULTRA® multifocal for astigmatism, a monthly planned replacement multifocal toric lens combining our 3-Zone ProgressiveTM multifocal design with the stability of its OpticAlign® toric design to address the lifestyle and vision needs of patients with both astigmatism and presbyopia.
Biotrue® ONEday daily disposable contact lenses for patients with myopia or hyperopia, which are made of a unique material inspired by the natural biology of the eye and feature Surface Active TechnologyTM, a patented dehydration barrier. The lens contains 78% water, more moisture than any other soft contact lens and the same water content as the cornea, and maintains nearly 100% of its moisture for up to 16 hours.
Biotrue® ONEday for Astigmatism, a daily disposable contact lens for astigmatic patients developed using the Company’s proprietary Surface Active TechnologyTM. Biotrue® ONEday for Astigmatism includes evolved peri-ballast geometry designed to work with natural blink patterns to deliver stability, clear vision and comfort for the astigmatic patient.
Biotrue® ONEday for Presbyopia daily disposable contact lens for presbyopic patients developed using the Company’s proprietary Surface Active Technology. Biotrue® ONEday for Presbyopia integrates the Company’s 3-Zone Progressive™ design with seamless transitions between near, far and intermediate distances for clear, comfortable vision across all distances.
PureVision®, a silicone hydrogel frequent replacement contact lens using AerGel® technology lens material to allow natural levels of oxygen to reach the eye as well as resist protein buildup. The lens also incorporates an aspheric optical design that reduces spherical aberration.
SofLens® Daily Disposable Contact Lenses, which use ComfortMoist® Technology (a combination of thin lens design and moisture-rich packaging solution) and High Definition Optics™ which is an aspheric design that reduces spherical aberration over a range of powers, especially in low light.
Ophthalmic Pharmaceuticals
Our Ophthalmic Pharmaceuticals business consists of a broad line of proprietary pharmaceutical products for post-operative treatments and treatments for a number of eye conditions, such as glaucoma, eye inflammation, ocular hypertension, dry eyes and retinal diseases. Key ophthalmic pharmaceutical brands include:
Vyzulta® (latanoprostene bunod ophthalmic solution, 0.024%) is an intraocular pressure lowering single-agent eye drop with dual activity dosed once daily for patients with open angle glaucoma or ocular hypertension and was launched in the U.S. in December 2017.
Lotemax® SM (loteprednol etabonate ophthalmic gel 0.38%), a new gel drop formulation of loteprednol etabonate, which was designed with novel SubMicron (SM) technology for efficient penetration to key ocular tissues at a low preservative (BAK) level (3.5-10) and a pH close to human tears, indicated for the treatment of postoperative inflammation and pain following ocular surgery.
Lotemax® Suspension (loteprednol etabonate ophthalmic suspension, 0.5%) is a topical corticosteroid indicated for the treatment of steroid responsive inflammatory conditions of the palpebral and bulbar conjunctiva, cornea, and anterior segment of the globe and for the treatment of post-operative inflammation following ocular surgery.
Lotemax® Gel is a topical corticosteroid indicated for the treatment of inflammation and pain following ocular surgery. This formulation is a technology that allows the drug to adhere to the ocular surface and offers dose uniformity, which eliminates the need to shake the product in order to ensure the drug is in suspension. The product contains a low concentration of preservative and two known moisturizers. We also have an ointment formulation (Lotemax® Ointment) without any preservatives.
Alrex® (loteprednol etabonate ophthalmic suspension, 0.2%) is indicated for the temporary relief of the signs and symptoms of seasonal allergic conjunctivitis.
Besivance® (besifloxacin ophthalmic suspension, 0.6%) is the first and only chloro-fluoroquinolone indicated for the treatment of bacterial conjunctivitis. It is a new generation potent quinolone antibiotic specifically designed for the ophthalmic use and has no systemic formulation.
Zylet® (loteprednol etabonate 0.5% and tobramycin 0.3% ophthalmic suspension) indicated for the steroid-responsive inflammatory ocular conditions for which a corticosteroid is indicated and where superficial bacterial ocular infection or a risk of bacterial ocular infection exists.
5


Minims® portfolio including ocular anaesthetics, corticosteroids, mydriatics, cycloplegics, artificial tears, irrigating solutions and diagnostic stain products.
Prolensa® (bromfenac ophthalmic solution) 0.07% is a nonsteroidal anti-inflammatory drug (NSAID) indicated to treat inflammation and reduce eye pain in patients after cataract surgery. In international markets, we market Yellox® (bromfenac ophthalmic solution, 0.9%) which is indicated for the treatment of postoperative ocular inflammation following cataract extraction.
Surgical
Our Surgical business consists of medical device equipment, consumables and instrumental tools and technologies for the treatment of corneal, cataracts, and vitreous and retinal eye conditions, and includes intraocular lenses ("IOLs") and delivery systems, phacoemulsification equipment and other surgical instruments and devices necessary for cataract surgery. Key Surgical brands include:
Vitreoretinal Surgery
Stellaris® PC, a combined system with vitreoretinal and cataract surgery capability.
Cataract Surgery and Laser Systems
The Stellaris Elite® vision enhancement system is our next generation phacoemulsification cataract platform, Stellaris Elite® is the first phacoemulsification platform on the market to offer Adaptive FluidicsTM, which combines aspiration control with predictive infusion management to create a responsive and controlled surgical environment for efficient cataract lens removal. Our Stellaris Elite® vision enhancement system was launched in the United States in 2017 and internationally in 2018.
VICTUS® femtosecond laser for cataract, corneal and refractive surgery, which delivers multi- mode versatility for cataract and corneal procedures on a single platform. This single laser platform enables surgeons to perform capsulotomies, fragmentation, arcuate incisions, corneal incisions, and LASIK flaps.
Teneo VICTUS® femtosecond laser for cataract, corneal and refractive surgery and Teneo® Excimer Laser for refractive surgery.
Excimer Laser for refractive surgery.
Intraocular Lenses
A portfolio of ophthalmic surgical IOLs, including implantable IOLs such as Akreos®, enVista®, Crystalens® and Trulign®.
Surgical Instruments
Storz Ophthalmic instruments are our suite of surgical instruments which include precision microsurgical instruments, diamond knives and single-use surgical instruments, as well as instruments customized for individual surgeons under the Storz Ophthalmic Instrument brand, including Synergetics®, and surgical equipment for cataract, refractive and vitreoretinal surgery.
Salix
The Salix segment consists of sales in the U.S. of GI products and includes our Xifaxan® product. We have been making investments in our Salix business since 2017, including: (i) hiring 200 trained and experienced sales force representatives to expand the commercial field force for Xifaxan®, (ii) increasing the focus on the development of next generation formulations of our Salix products to address new indications, (iii) completing the strategic acquisition of certain assets of Synergy Pharmaceuticals Inc. (“Synergy”), which included the Trulance® product, and (iv) increasing the number of sales force representatives for Trulance®. In addition, we have entered into licensing agreements for investigational products, which, once developed and if approved by the FDA, will be new treatments for certain GI and liver diseases and we anticipate will contribute to our future growth. Each of these opportunities potentially provides us with the ability to expand our GI portfolio and allows us to leverage our existing GI sales force, supply channel and distribution channel.
Currently our principal products in the Salix segment (including products of our third-party co-promotion partners) include:
Xifaxan® which includes: (i) tablets indicated for the treatment of irritable bowel syndrome with diarrhea ("IBS-D") in adults and for the reduction in risk of overt hepatic encephalopathy recurrence in adults and (ii) tablets indicated for
6


the treatment of travelers’ diarrhea caused by noninvasive strains of Escherichia coli in patients 12 years of age and older. Our Xifaxan® product accounted for revenues of $1,644 million, $1,482 million and $1,452 million for 2021, 2020 and 2019, respectively.
Glumetza® (metformin hydrochloride) extended release tablets are indicated as an adjunct to diet and exercise to improve glycemic control in adults with type 2 diabetes mellitus.
Relistor® (methylnaltrexone) is given to adults who use narcotic medicine to treat severe chronic pain that is not caused by cancer to prevent constipation without reducing the pain-relieving effects of the narcotic.
Trulance® (plecanatide) is a once-daily tablet for adults with chronic idiopathic constipation, or CIC, and irritable bowel syndrome with constipation, or IBS-C.
International Rx
Our International Rx business, with the exception of our Solta products, includes sales in Canada, Europe, Asia, Australia, Latin America, Africa and the Middle East of branded pharmaceutical products, branded generic pharmaceutical products and OTC products, which in aggregate accounted for approximately 14%, 15% and 13% of our Company's revenues for 2021, 2020 and 2019, respectively. Our principal products in this segment include:
Bisocard® (bisoprolol fumarate) is an orally administered tablet dosed once daily for patients with hypertension, angina pectoris or heart failure and is a leading brand in Poland.
Thrombo ASS® (gastroprotective coated form of acetylsalicylic acid 50mg and 100mg) is an antithrombotic agent dosed once daily for secondary prophylaxis of thrombotic complications after such events as a stroke or heart attack. Thrombo ASS® is a leading brand in Russia.
Contrave®/Mysimba® is a fixed-dose combination prolonged-release tablet for the treatment of obesity. Used alongside diet and exercise, it is designed to help manage weight in adults who are obese or overweight. The formulation is designed to initiate weight loss and sustain it over a longer period of time by switching off natural compensatory mechanisms involved in the typical weight loss plateau stage. Contrave® / Mysimba® is commercialized in Canada, Greece, and Central Eastern Europe.
Jublia® (efinaconazole 10% topical solution) is a topical azole approved for the treatment of onychomycosis of the toenails (toenail fungus). Jublia® is commercialized in Canada (the only market outside the U.S.).
Ivexterm® (Ivermectin 6 mg tablets) is an antiparasitic drug, which is commercialized in Mexico and Central America, and is currently under investigational studies for treating COVID-19 patients.
Espaven® (Dimethicone tablets, drops, suspension) is a complete line of gastrointestinal treatments for diverse digestive indications such as: antiflatulence, dyspepsia, absolute or relative enzyme deficiency, steatorrhea, irritable colon syndrome, pancreatic insufficiency and poor fat digestion. Espaven® is commercialized primarily in Mexico and South America.
Bedoyecta® is a multivitamin that is used to obtain sufficient energy and have optimal performance during the day, by avoiding deficiencies of the nutrients that the body requires to function properly.
7


Ortho Dermatologics
The Ortho Dermatologics segment consists of: (i) sales in the U.S. of Ortho Dermatologics (dermatological products) and (ii) global sales of Solta aesthetic medical devices.
The Ortho Dermatologics business is our medical dermatology business dedicated to the treatment of a range of therapeutic areas, including aesthetics, psoriasis, actinic keratosis, acne, atopic dermatitis, onychomycosis and other dermatoses. As part of our business strategy for the Ortho Dermatologics segment, we continue to look for investments to build out our product portfolios, where we see the greatest opportunities, with a focus on topical gel and lotion products over injectable biologics. We continue to support the use of injectable biologics; however, we believe some patients prefer topical products as an alternative to injectable biologics. Further, as topical products can, in many cases, defer the use of injectable biologics that often come with associated risk/benefit profiles, a topical product is usually readily adopted by payors, is less expensive and can be more cost-effective than injectable biologics. Therefore, we believe topical products represent alternative treatments for physicians, payors and patients, and as the preferred choice of treatment, have the potential to drive greater volumes, generate better margins and potentially be a key contributing factor of our Ortho Dermatologics business.
Currently our principal products in the U.S. Ortho Dermatologics business include:
Jublia® (efinaconazole 10% topical solution) is a topical azole approved for the treatment of onychomycosis of the toenails (toenail fungus).
Arazlo® (tazarotene) Lotion, 0.045% is an acne product containing lower concentration of tazarotene in a lotion form to help reduce irritation while maintaining efficacy and was launched in the U.S. in June 2020.
Duobrii® was launched in the U.S. in June 2019 and is the first and only topical lotion that contains a unique combination of halobetasol propionate and tazarotene for the treatment of moderate-to-severe plaque psoriasis in adults.
Siliq® was launched in the U.S. in 2017 and is an IL-17 receptor blocker monoclonal antibody for patients with moderate-to-severe plaque psoriasis.
Targretin® (bexarotene) capsules and gel are prescription medicines used to treat the skin problems arising from the disease cutaneous T-cell lymphoma, or CTCL, in patients who have not responded well to other treatments.
Bryhali® was launched in the U.S. in November 2018 and is a novel product that contains a unique, lower concentration of halobetasol propionate for the treatment of moderate-to-severe psoriasis.
An acne franchise, which includes Altreno® (tretinoin 0.05%), launched in the U.S. in October 2018 and is a lotion approved for the topical treatment of acne vulgaris in patients 9 years of age and older, and Solodyn®, a prescription oral antibiotic approved to treat only the red, pus-filled pimples of moderate to severe acne in patients 12 years of age and older, as well as Retin-A®, Clindagel® and Onexton® Gel, a fixed combination 1.2% clindamycin phosphate and 3.75% benzoyl peroxide medication for the once-daily treatment of comedonal (non-inflammatory) and inflammatory acne in patients 12 years of age and older.
Our Solta business is dedicated to the development of innovative treatment technologies that provide proven and effective aesthetic medical and therapeutic benefits to consumers.
On August 3, 2021, we announced our plan to conduct an IPO of our aesthetic medical device business, Solta Medical. Since making that announcement, we have been executing on this plan and, at the end of 2021, had substantially completed the internal objectives to facilitate the IPO of Solta Medical. As of the date of this filing, we continue to monitor market conditions and aim to launch the Solta IPO when market conditions are favorable and subject to receipt of regulatory, stock exchange and other approvals. Nothing in this Form 10-K shall constitute an offer to sell or the solicitation of an offer to buy any securities.
Global Solta revenues were $308 million, $253 million and $194 million for 2021, 2020 and 2019, respectively. The increase in revenue is primarily attributable to Next Generation Thermage FLX®, a fourth-generation non-invasive treatment option using a radiofrequency platform designed to optimize key functional characteristics and improve patient outcomes. Next Generation Thermage FLX® was launched in the U.S., Hong Kong, Japan, Korea, Chinese Taipei, Philippines, Singapore, Indonesia, Malaysia, China, Thailand, Vietnam, Australia and various parts of Europe as part of our Solta aesthetic medical devices portfolio. These launches have been successful as Next Generation Thermage FLX® revenues for 2021, 2020 and 2019 were $154 million, $142 million and $77 million, respectively. We plan to continue to expand into other regions, paced by country-specific regulatory registrations.
8


Currently our principal products in the Solta business include:
Thermage® is a non-invasive radiofrequency treatment that can smooth, tighten and contour skin for an overall younger-looking appearance.
Fraxel® is a treatment that improves tone, texture and radiance for aging, sun damaged or scarred skin.
Clear + Brilliant® is a laser treatment that can help prevent the visible signs of aging and address the overall effects time and the environment can have on skin.
VASERlipo® for minimally-invasive aesthetic body contouring that yields dramatic results with less pain and downtime of traditional liposuction.
Diversified Products
The Diversified Products segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) generic products and (iii) dentistry products. The Company utilizes the Diversified Products segment to extend the long-term cash flows from a number of assets that are expected to decline over time due to the loss of exclusivity, by launching and selling authorized generic versions of certain branded assets. Our principal products in this segment include:
Pharmaceutical
Wellbutrin XL® is an extended release formulation of bupropion indicated for the treatment of major depressive disorder in adults.
Aplenzin® (bupropion hydrobromide extended release tablets) is indicated for the treatment of major depressive disorder, and for the prevention of seasonal major depressive episodes in patients with a diagnosis of seasonal affective disorder. 
Cuprimine® is a treatment for Wilson's disease (a condition in which high levels of copper in the body cause damage to the liver, brain, and other organs), cystinuria (a condition which leads to cystine stones in the kidneys) and for patients with severe rheumatoid arthritis who have failed to respond to an adequate trial of conventional therapy.
Mysoline® (Primidone) is an anticonvulsant drug used to control seizures.
Ativan® (lorazepam) is indicated for the management of anxiety disorders or for the short-term relief of the symptoms of anxiety or anxiety associated with depressive symptoms. 
Xenazine® is indicated for the treatment of chorea associated with Huntington’s disease. In the U.S., Xenazine® is distributed for us by Lundbeck LLC under an exclusive marketing, distribution and supply agreement.
Syprine® is a treatment for Wilson's disease in patients who cannot take the medication known as penicillamine.
Librax® (chlordiazepoxide and clidinium) is indicated to control emotional and somatic factors in gastrointestinal disorders. Librax® may also be used as adjunctive therapy in the treatment of peptic ulcer and in the treatment of the irritable bowel syndrome (irritable colon, spastic colon, mucous colitis) and acute enterocolitis.
Generics
Diastat® authorized generic (“AG”) (diazepam rectal gel) is a gel formulation of diazepam intended for rectal administration for certain patients with epilepsy who are already taking antiepileptic medications, and who require occasional use of diazepam to control bouts of increased seizure activity.
Uceris® AG (budesonide) extended release tablets are a prescription corticosteroid medicine used to help get mild to moderate ulcerative colitis under control (induce remission).
Elidel® AG (pimecrolimus) is a second-line therapy for short term and intermittent long-term therapy of mild to moderate atopic dermatitis.
Dentistry
Arestin® (minocycline hydrochloride) is a subgingival sustained-release antibiotic. Arestin® is indicated as an adjunct to scaling and root planing ("SRP") procedures for reduction of pocket depth in patients with adult periodontitis. Arestin® may be used as part of a periodontal maintenance program, which includes good oral hygiene and SRP.
9


NeutraSal® is indicated for dryness of the mouth (hyposalivation, xerostomia) and dryness of the oral mucosa due to drugs that suppress salivary secretion.
OSSIX® is a line of cross-linked collagen regenerative products that provide biocompatibility and bio-durability to perform a diverse range of guided bone and tissue regeneration procedures.
OraFitTM is a custom clear aligner treatment to permanently correct crooked and misaligned teeth using high-performance materials in a three-layer design to provide a balance of strength and comfort, while staying clear and crack-resistant, which we launched in the U.S. in February 2022.
In connection with the planned separation of its Solta business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc., on February 23, 2022, the Company announced its plan to change its segment structure in a manner which is consistent with the organizational structure of the two separate entities as proposed by the Solta IPO during the first quarter of 2022. The new segment structure will not impact the Company’s reporting units but will realign the two reporting units of the Ortho Dermatologics segment whereby its medical dermatology reporting unit (Ortho Dermatologics) will now be managed by the CODM as part of the Diversified Products segment and the Solta reporting unit will be managed by the CODM as its own operating and reportable segment. Accordingly, the Company expects to begin reporting under the following reporting segments on a retrospective basis beginning with its first quarter of 2022 as follows: Bausch + Lomb, Salix, International Rx, Solta and Diversified Products.
Research and Development
Our R&D organization focuses on the development of products through clinical trials. Currently, we have approximately 200 R&D projects in our pipeline. As of December 31, 2021, approximately 1,300 dedicated R&D and quality assurance employees in 25 R&D facilities were involved in our R&D efforts.
Our R&D expenses for 2021, 2020 and 2019, were $465 million, $452 million and $471 million, respectively. R&D expenses as a percentage of revenue were approximately 6% in 2021 and 2020, as compared to approximately 5% in 2019. We have rebalanced our portfolio to better align with our long-term plans and focus on core businesses. Our investment in R&D reflects our commitment to drive organic growth through internal development of new products, a pillar of our strategy. We further supplement these efforts by continually seeking out other opportunities, such as co-promotions, licensing agreements and strategic acquisitions. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Focus on Core Businesses” of this Form 10-K.
Trademarks, Patents, Exclusivity and Proprietary Know-How
We rely on a combination of contractual provisions, confidentiality policies and procedures and patent, trademark, copyright and trade secrecy laws to protect the proprietary aspects of our technology and business. Our policy is to vigorously protect, enforce and defend our rights to our intellectual property and proprietary rights, as appropriate. See Item 1A. “Risk Factors” of this Form 10-K for additional information on the risks associated with our intellectual property and proprietary rights.
Trademarks
We believe that trademark protection is an important part of establishing product and brand recognition. We own or license a number of registered trademarks and trademark applications in the U.S., Canada and in various other countries throughout the world. U.S. federal registrations for trademarks remain in force for 10 years and may be renewed every 10 years after issuance, provided the mark is still being used in commerce. Trademark registrations in Canada issued on or before June 17, 2019 remain in force for 15 years and may be renewed for 10-year terms, provided that, as in the case of U.S. federal trademark registrations, the mark is still being used in commerce. Trademark registrations in Canada issued after June 17, 2019 remain in force for 10 years and may be renewed every 10 years after issuance, provided that, as in the case of U.S. federal trademark registrations, the mark is still being used in commerce. Other countries generally have similar but varying terms and renewal policies with respect to trademarks registered in those countries.
10


Data and Patent Exclusivity
For certain of our products, we rely on a combination of regulatory and patent rights to protect the value of our investment in the development of these products.
A patent is the grant of a property right which allows its holder to exclude others from, among other things, selling the subject invention in, or importing such invention into, the jurisdiction that granted the patent. In the U.S., Canada and the European Union (“EU”), generally patents expire 20 years from the date of application. We have obtained, acquired or in-licensed a number of patents and patent applications covering key aspects of certain of our principal products. In the aggregate, our patents are of material importance to our business taken as a whole.
In the U.S., the Hatch-Waxman Act provides non-patent regulatory exclusivity for five years from the date of the first FDA approval of a new drug compound in a New Drug Application (“NDA”). The FDA, with one exception, is prohibited during those five years from accepting for filing a generic, or an Abbreviated New Drug Application (“ANDA”), that references the NDA. In reference to the foregoing exception, if a patent is indexed in the FDA Orange Book for the new drug compound, a generic may file an ANDA four years from the NDA approval date if it also files a Paragraph IV Certification with the FDA challenging the patent. Protection under the Hatch-Waxman Act will not prevent the filing or approval of another full NDA. However, the NDA applicant would be required to conduct its own pre-clinical and adequate and well-controlled clinical trials to independently demonstrate safety and effectiveness.
A similar data exclusivity scheme exists in the EU, whereby only the pioneer drug company can use data obtained at the pioneer’s expense for up to eight years from the date of the first approval of a drug by the European Medicines Agency (“EMA”) and no generic drug can be marketed for ten years from the approval of the innovator product. Under both the U.S. and the EU data exclusivity programs, products without patent protection can be marketed by others so long as they repeat the clinical trials necessary to show safety and efficacy.
In the U.S., the Biologics Price Competition and Innovation Act ("BPCIA") allows companies to seek FDA approval to manufacture and sell biosimilar or interchangeable versions of brand name biological products. Due to the size and complexity of biological products, as compared to small molecule drugs, a biosimilar must be “highly similar” to the reference product with “no clinically meaningful differences” in safety, purity and potency between the two. The BPCIA provides reference product sponsors with 12 years (with potential for six additional months of pediatric exclusivity) of market exclusivity, but unlike the Hatch-Waxman Act which covers small molecules, it does not require reference product sponsors to list patents in an Orange Book equivalent and does not include an automatic 30-month stay of FDA approval upon the timely filing of a lawsuit. The BPCIA, however, does provide pre-litigation procedures for the parties to follow, including identification of relevant patents and each party’s basis for infringement and invalidity.  A biosimilar patent application cannot be filed until four years after the reference product is first licensed and a biosimilar cannot be launched, at the earliest (assumes no patent litigation or an adverse decision on all patents), until the expiration of the twelve years of data exclusivity from the approval of the reference product. 
Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to treat a disease or condition that affects populations of fewer than 200,000 individuals in the U.S. or a disease whose incidence rates number more than 200,000 where the sponsor establishes that it does not realistically anticipate that its product sales will be sufficient to recover its costs. The sponsor that obtains the first marketing approval for a designated orphan drug for a given rare disease is eligible to receive marketing exclusivity for use of that drug for the orphan indication for a period of seven years.
In Canada, the Patented Medicines (Notice of Compliance) Regulations (“PM(NOC) Regulations”) create a regime analogous to the U.S. Hatch-Waxman Act, and link the regulatory approval process for generic and biosimilar drugs to the adjudication of innovator patent rights. To be eligible for protection under the PM(NOC) Regulations, patents must first be listed on the Patent Register in connection with an innovator’s drug submission to Health Canada. A generic or biosimilar manufacturer must then provide notice to the innovator of its plans to market a drug that it compared to the innovator’s patented drug in the Health Canada approval process. Within 45 days of receiving such a notice of allegation, an innovator drug company may commence patent infringement proceedings against the generic or biosimilar manufacturer. The commencement of an action by the innovator under the PM(NOC) Regulations may stay Health Canada’s regulatory approval of the generic or biosimilar drug for a period of 24 months.
Canada also employs a data exclusivity regime for innovative drugs that provides an eight-year period of data protection from the date of market approval by Health Canada. An additional six months of data exclusivity is provided for drugs studied in clinical trials relating to use in pediatric populations. Drug submissions seeking approval based on a comparison to an innovative drug cannot be filed during the first six years of the data exclusivity period. Generic or biosimilar drug submissions remain on hold until expiry of the innovator’s data protection term, unless the innovative product is a patented drug subject to further protection under the PM(NOC) Regulations. Canada has no distinct drug submission process for biosimilar or orphan drug products.
11


Proprietary Know-How
We also rely upon unpatented proprietary know-how, trade secrets and technological innovation in the development and manufacture of many of our principal products. We protect our proprietary rights through a variety of methods, including confidentiality and non-disclosure agreements and proprietary information agreements with vendors, employees, consultants and others who may have access to proprietary information.
Government Regulations
Government authorities in the U.S., at the federal, state and local level, in Canada, in the EU and in all other countries extensively regulate, among other things, the research, development, testing, approval, manufacturing, labeling, post-approval monitoring and reporting, packaging, advertising and promotion, storage, distribution, marketing and export and import of pharmaceutical products and medical devices. As such, our products and product candidates are subject to extensive regulation both before and after approval. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with these regulations could result in, among other things, warning letters, civil penalties, delays in approving or refusal to approve a product candidate, product recall, product seizure, interruption of production, operating restrictions, suspension or withdrawal of product approval, injunctions or criminal prosecution.
Prior to human use, FDA approval (drugs (in the form of an NDA or ANDA for generic equivalents), biologics (in the form of a Biologics License Application (“BLA”)) and some medical devices) or marketing clearance (other devices) must be obtained in the U.S., approval by Health Canada must be obtained in Canada, EMA approval (drugs) or a CE Marking (devices) and/or registration under the European Commission's Medical Device Regulation ("MDR") 2017/745, must be obtained for countries that are part of the EU and approval must be obtained from comparable agencies in other countries prior to manufacturing or marketing new pharmaceutical products or medical devices. Generally, preclinical studies and clinical trials of the products must first be conducted and the results submitted to the applicable regulatory agency (such as the FDA) for approval.
Regulation by other federal agencies, such as the Drug Enforcement Administration, and state and local authorities in the U.S., and by comparable agencies in certain foreign countries, is also required. In the U.S., the Federal Trade Commission (the “FTC”), the FDA and state and local authorities regulate the advertising of medical devices, prescription drugs, OTC drugs and cosmetics. The Federal Food, Drug and Cosmetic Act, as amended and the regulations promulgated thereunder, and other federal and state statutes and regulations, govern, among other things, the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, sale, distribution, advertising and promotion of our products. The FDA requires a Boxed Warning (sometimes referred to as a “Black Box” Warning) for products that have shown a significant risk of severe or life-threatening adverse events and similar warnings are also required to be displayed on the product in certain other jurisdictions.
In addition, with respect to medical devices, in May 2017, the European Commission published the MDR, which replaced the Medical Device Directive (MDD). Pursuant to the terms of the new regulations, in order to continue to market medical device products in the EU, such products must achieve compliance with these new regulations and be re-registered in the EU within a specified transition period, which, for a portion of products, ended as early as May 26, 2021. While EU law is applicable in Northern Ireland, the UK Medical Devices Regulations 2002/68 also need to be complied with in Great Britain. Medical device manufacturers who have CE marked devices will be able to continue to place them on the market in the whole of the United Kingdom (the “UK”) until July 1, 2023 without a change in labeling. After that, devices destined for Great Britain will be required to follow the UK regulatory regime and to be labeled with the UKCA mark. Northern Ireland will, however, continue to accept CE marked devices. There are some extra hurdles for manufacturers who are based outside the UK, such as the requirement to appoint a UK Responsible Person (“UKRP”) to take on certain regulatory responsibilities with respect to the Medicines and Healthcare products Regulatory Agency (“MHRA”) and users or customers in the UK. To enable devices to be placed on the market in the UK after January 1, 2021 (even for CE marked devices), a UK manufacturer must register with the MHRA, as must a UKRP for an overseas manufacturer. Such registering entity will then register each of the devices for which they are responsible for placing on the market in the UK, whether in Great Britain or Northern Ireland. Until May 25, 2021, our products bearing a CE mark could be exported from the EEA to Switzerland. However, as of May 26, 2021, the EU no longer applies the Mutual Recognition Agreement between the EEA and Switzerland. Accordingly, legal manufacturers in Switzerland will be required to appoint a European Union authorized representative, and manufacturers outside of Switzerland will be required to appoint a Swiss authorized representative in compliance with the Medical Device Ordinance. As a consequence, we will be required to appoint an authorized representative in Switzerland in order to export our CE-marked medical devices to Switzerland beginning in January 2022 through August 2022, depending on the class of the device or system in question. Additionally, the name and address of the Swiss authorized representative must be placed on the packaging.
Manufacturers of pharmaceutical products and medical devices are required to comply with manufacturing regulations, including current good manufacturing practices and quality system management requirements, enforced by the FDA and Health
12


Canada, in the U.S. and Canada respectively, and similar regulations enforced by regulatory agencies in other countries and we face annual audits of our facilities and plants and those of our contract manufacturers by the FDA and such other regulatory agencies. In addition, we are subject to price control restrictions on our pharmaceutical products in many countries in which we operate.
We are also subject to extensive U.S. federal and state health care marketing and fraud and abuse regulations, such as the federal False Claims Act, federal and provincial marketing regulations in Canada and similar regulations in foreign countries in which we may conduct our business. The federal False Claims Act imposes civil and criminal liability on individuals or entities who submit (or cause the submission of) false or fraudulent claims for payment to the government. The U.S. federal Anti-Kickback Statute prohibits persons or entities from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending, or arranging for a good or service, for which payment may be made under a federal or state health care program such as the Medicare and Medicaid programs. This statute has been interpreted to apply to arrangements between pharmaceutical or medical device manufacturers, on the one hand, and prescribers, purchasers, formulary managers and other health care related professionals, on the other hand. Some state anti-kickback laws also prohibit such conduct where commercial insurance, rather than federal or state, programs are involved. Violations of the U.S. federal Anti-Kickback Statute also carry potential federal False Claims Act liability. In addition, in the U.S., Canada and various other countries, companies may not promote drugs or medical devices for “off-label” uses - that is, uses that are not described in the product’s labeling and that differ from those that were approved or cleared by the FDA, Health Canada or applicable regulatory agency in such other countries - and “off-label promotion” in the U.S. has also formed the predicate for False Claims Act liability resulting in significant financial settlements. These and other laws and regulations, rules and policies may significantly impact the manner in which we are permitted to market our products. If our operations are found to be in violation of any of these laws, regulations, rules or policies or any other law or governmental regulation, or if interpretations of the foregoing change, we may be subject to civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs, the curtailment or restructuring of our operations or other sanctions, including consent orders or corporate integrity agreements.
In addition, the U.S. Department of Health and Human Services Office of Inspector General recommends, and increasingly states require pharmaceutical companies to have comprehensive compliance programs. Moreover, the Physician Payment Sunshine Act enacted in 2010 imposes reporting and disclosure requirements on device and drug manufacturers for any “transfer of value” made or distributed to prescribers and other health care providers. Failure to submit this required information may result in significant civil monetary penalties.
We are also subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), the Canadian Corruption of Foreign Public Officials Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. Violations of these laws could result in criminal or civil penalties or remedial measures.
We are also subject to various state, federal and international laws and regulations governing the collection, transmission, dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and other sensitive and personal information, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”). HIPAA mandates, among other things, the adoption of uniform standards for the electronic exchange of information in common health care transactions (e.g., health care claims information and plan eligibility, referral certification and authorization, claims status, plan enrollment, coordination of benefits and related information), as well as standards relating to the privacy and security of individually identifiable health information. These standards require the adoption of administrative, physical and technical safeguards to protect such information. Many states in which we operate have laws that protect the privacy and security of sensitive and personal information, including health-related information. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. For example, the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020, imposes stringent data privacy and security requirements and obligations with respect to the personal information of California residents, including, among other things, new disclosures to California consumers and providing such consumers new data protection and privacy rights, including the ability to opt out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal data that may increase the likelihood of, and risks associated with, data breach litigation. State laws are changing rapidly and there is discussion in Congress of a new federal data protection and privacy law to which we may be subject. For instance, the California Privacy Rights Act (“CPRA”) was passed in November 2020. When it takes effect in January 2023, it will maintain the core framework of the CCPA, while also making a number of substantive changes.
Additionally, some statutory requirements, both in the U.S. and abroad, include obligations for companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by us or our service providers. For example, laws in all 50 U.S. states require businesses to provide notice to customers whose
13


personal data has been disclosed as a result of a data breach. The laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements.
Internationally, laws and regulations in many jurisdictions apply broadly to the collection, transmission, dissemination, use, privacy, confidentiality, security, retention, availability, integrity and other processing of health-related and other sensitive and personal information. For example, in the European Economic Area (the “EEA”) and, for the duration of the transition period (as defined below), the United Kingdom, the collection and use of personal data, including clinical trial data, is governed by the provisions of the General Data Protection Regulation (the “GDPR”). The GDPR became effective on May 25, 2018, repealing its predecessor directive and increasing responsibility and liability of companies in relation to the processing of personal data of EU data subjects. The GDPR, together with national legislation, regulations and guidelines of the EU member states and the United Kingdom governing the processing of personal data, impose strict obligations and restrictions on the ability to collect, analyze, store, transfer and otherwise process personal data, including health data from clinical trials and adverse event reporting. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of the individuals to whom the personal data relates, the transfer of personal data out of the EEA or the United Kingdom, security breach notifications and the security and confidentiality of personal data. The GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater. European data protection authorities may interpret the GDPR and national laws differently and impose additional requirements, which contributes to the complexity of processing personal data in or from the EEA or United Kingdom. Guidance on implementation and compliance practices is often updated or otherwise revised. We are also subject to Canada's federal Personal Information Protection and Electronic Documents Act and substantially similar equivalents at the provincial level with respect to the collection, use and disclosure of personal information in Canada. Such federal and provincial legislation impose data privacy and security obligations on our processing of personal information of Canadian residents. The federal and Alberta legislation include mandatory data breach notification requirements. Canada’s Anti-Spam Legislation (“CASL”) also applies to the extent that we send commercial electronic messages from Canada or to electronic addresses in Canada. CASL contains prescriptive consent, form, content and unsubscribe mechanism requirements. Penalties for non-compliance with CASL are up to CAD 10 million per violation. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. The regulatory framework for data privacy, data security and data transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Complying with all of these laws and regulations involves costs to our business, and failure to comply with these laws and regulations can result in the imposition of significant civil and criminal penalties, as well as litigation.
Successful commercialization of our products may depend, in part, on the availability of governmental and third-party payor reimbursement for the cost of our products. Third-party payors may include government health administration authorities, private health insurers and other organizations. In the U.S., the E.U. and other significant or potentially significant markets for our products and product candidates, government authorities and third-party payors are increasingly attempting to limit or regulate the price of medical products and services, which has resulted in lower average realized prices. In the U.S., these pressures can arise from rules and practices of managed care groups, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement policies and pricing in general. In particular, sales of our products may be subject to discounts from list price and rebate obligations, as well as formulary coverage decisions impacting or limiting the types of patients for whom coverage will be provided. Various U.S. health care and other laws regulate our interactions with government agencies, private insurance companies and other third-party payors regarding coverage and reimbursement for our products. Failure to comply with these laws could subject us to civil, criminal and administrative sanctions. In countries outside the U.S., the success of our products may depend, at least in part, on obtaining and maintaining government reimbursement because, in many countries, patients are unlikely to use prescription drugs that are not reimbursed by their governments. In addition, negotiating prices with certain governmental authorities for newly developed products can delay commercialization. In Canada and many international markets, governments control the prices of prescription pharmaceuticals, including through the implementation of reference pricing, price cuts, rebates, revenue-related taxes, tenders and profit control, and they expect prices of prescription pharmaceuticals to decline over the life of the product or as volumes increase.
In the U.S. and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that could impact our ability to sell our products profitably. The Patient Protection and Affordable Care Act (the “PPACA”), as amended by the Health Care Reform Act, may affect the operational results of companies in the pharmaceutical and medical device industries, including the Company and other health care related industries, by imposing on them additional costs. Effective January 1, 2010, the Health Care Reform Act increased the minimum Medicaid drug rebates for pharmaceutical companies, expanded the 340B drug discount program, and made changes to affect the Medicare Part D coverage gap, or “donut hole.” The law also revised the definition of “average manufacturer price” for reporting purposes, which may affect the amount of our Medicaid drug rebates to states. Beginning in 2011, the law imposed a significant annual fee on companies that manufacture or import branded prescription drug products. More recently, the
14


Bipartisan Budget Act of 2018 amended the Patient Protection and Affordable Care Act, effective January 1, 2019, to close the donut hole in most Medicare drug plans. In addition, in April 2018, the Centers for Medicare & Medicaid Services published a final rule that gives states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the Patient Protection and Affordable Care Act for plans sold through such marketplaces.
Although efforts at replacing the Health Care Reform Act have stalled in Congress, there could still be changes to this legislation in the near term. Additionally, policy efforts designed specifically to reduce patient out-of-pocket costs for medicines could result in new mandatory rebates and discounts or other pricing restrictions. Legislative efforts relating to drug pricing, the cost of prescription drugs under Medicare, the relationship between pricing and manufacturer patient programs, and government program reimbursement methodologies for drugs have been proposed and considered at the U.S. federal and state level. At the federal level, the Trump Administration’s budget proposal for fiscal year 2019 contained further drug price control measures that could be enacted in future legislation, including, for example, measures to permit Medicare Part D plans to negotiate the price of certain drugs under Medicare Part B, to allow some states to negotiate drug prices under Medicaid and to eliminate cost sharing for generic drugs for low-income patients. While any proposed measures will require authorization through additional legislation to become effective, Congress and the Biden Administration have each indicated an intent to continue to seek new legislative or administrative measures to control drug costs. At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. We also anticipate that Congress, state legislatures, and third-party payors may continue to review and assess alternative health care delivery and payment systems and may in the future propose and adopt legislation or policy changes or implementations effecting additional fundamental changes in the health care delivery system.
See Item 1A. “Risk Factors” of this Form 10-K for additional information on the risks associated with these regulations and related matters.
Environmental and Other Regulation
Our facilities and operations are subject to a broad range of federal, state and local environmental and occupational health and safety laws and regulations in both the U.S. and countries outside the U.S. (including Canada), including those governing the discharge of substances into the air, water and land, the handling, treatment, storage and disposal of hazardous substances and wastes, wastewater and solid waste, the cleanup of contaminated properties and other environmental matters. Certain of our development and manufacturing activities involve the use of hazardous substances. If we fail to comply with these environmental, health and safety laws and regulations, including failing to obtain any necessary permits, we could incur substantial civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to conduct or fund remedial or corrective measures, install pollution control equipment, reformulate or cease the marketing of our products or perform other actions. Under certain laws, we may be subject to joint and several liability for environmental investigations and cleanups, including at properties that we currently or previously owned or operated, or at sites at which waste we generated was disposed, even if the contamination was not caused by us or was legal at the time it occurred. We are also subject to extensive and evolving regulations regarding the manufacturing, processing, distribution, importing, exporting and labeling of our products and their raw materials. In the EU, the REACH regulations came into effect in 2007, with implementation rolling out over time. Registered chemicals then can be subject to further evaluation and potential restrictions. Since the promulgation of REACH, other countries have enacted or are in the process of implementing similar comprehensive chemical regulations. These laws and regulations may materially affect our operations by subjecting our products or raw materials to testing or reporting requirements or restrictions, moratoria, phase outs or other limitations on their sale or use. In particular, some of our products might be characterized as nanomaterials and then be subject to evolving, new nanomaterial regulations.
We believe we are in compliance in all material respects with applicable environmental and occupational health and safety laws and regulations. We are not aware of any pending environmental or occupational health and safety litigation or significant liabilities that are likely to have a material adverse effect on our financial position. We cannot assure, however, that environmental liabilities relating to us or facilities owned, leased or operated by us will not develop in the future, and we cannot predict whether any such liabilities, if they were to develop, would require significant expenditures on our part. In addition, we are unable to predict what environmental or and occupational health and safety legislation or regulations may be adopted or enacted in the future. See Item 1A. “Risk Factors” of this Form 10-K for additional information.
15


Customers and Marketing
In 2021, the U.S. and Puerto Rico accounted for approximately 58% and China accounted for approximately 6% of our total revenue, respectively. No other country accounted for more than 5%. See Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for revenues by geographic area.
Customers that accounted for 10% or more of our total revenue for 2021, 2020 and 2019 are as follows:
202120202019
AmerisourceBergen Corporation18%17%16%
McKesson Corporation16%17%17%
Cardinal Health, Inc.12%13%14%
We currently promote our pharmaceutical products to physicians, hospitals, pharmacies and wholesalers through our own sales force and sell through wholesalers. In some markets, we additionally sell directly to physicians, hospitals and large drug store chains and we sell through distributors in countries where we do not have our own sales staff. As part of our marketing program for pharmaceuticals, we use direct to customer advertising, direct mailings, advertise in trade, social media and medical periodicals, exhibit products at medical conventions and sponsor medical education symposia.
Competition
Competitive Landscape for Products and Products in Development
The pharmaceutical and medical device industries are highly competitive. Our competitors include specialty and other large pharmaceutical companies, medical device companies, biotechnology companies, OTC companies and generic manufacturers, in the U.S., Canada, Europe, Asia, Latin America, Middle East, Africa and in other countries in which we market our products. The dermatology competitive landscape is highly fragmented, with a large number of mid-size and smaller companies competing in both the prescription sector and the OTC and cosmeceutical sectors. With respect to the GI market, generic entrants continue to capture significant share for treatment of many GI conditions. In the area of irritable bowel syndrome ("IBS") and opioid induced constipation ("OIC"), competitors have recently launched new competing products, which should increase the size of these markets and intensify competition. The market for Bausch + Lomb products is very competitive, both across product categories and geographies. In addition to larger diversified pharmaceutical and medical device companies, we face competition in the eye-health market from mid-size and smaller, regional and entrepreneurial companies with fewer products in niche areas or regions.
Our competitors are pursuing the development and/or acquisition of pharmaceuticals, medical devices and OTC products that target the same diseases and conditions that we are targeting in dermatology, GI, eye-health and other therapeutic areas. Academic and other research and development institutions may also develop products or technologies that compete with our products, which technologies and products may be acquired or licensed by our competitors. These competitors may have greater financial, R&D or marketing resources than we do. If competitors introduce new products, delivery systems or processes with therapeutic or cost advantages, our products can be subject to progressive price reductions or decreased volume of sales, or both. Most new products that we introduce must compete with other products already on the market or products that are later developed by competitors.
We sell a broad range of products, and competitive factors vary by product line and geographic area in which the products are sold. The principal methods of competition for our products include quality, efficacy, market acceptance, price and marketing and promotional efforts.
Generic Competition and Loss of Exclusivity
We face increased competition from manufacturers of generic pharmaceutical products when patents covering certain of our currently marketed products expire or are successfully challenged or when the regulatory exclusivity for our products expires or is otherwise lost. Generic versions are generally significantly less expensive than branded versions, and, where available, may be required to be utilized before or in preference to the branded version under third-party reimbursement programs, or substituted by pharmacies. Accordingly, when a branded product loses its market exclusivity, it normally faces intense price competition from generic forms of the product. To successfully compete for business with managed care and pharmacy benefits management organizations, we must often demonstrate that our products offer not only medical benefits, but also cost advantages as compared with other forms of care.
For details regarding products that are facing generic competition, products that could potentially face generic competition, the corresponding potential revenue impact and infringement proceedings we initiated against potential generic
16


competition, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Trends — Generic Competition and Loss of Exclusivity” of this Form 10-K. See Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements for further details regarding certain infringement proceedings. See Item 1A. “Risk Factors” of this Form 10-K for additional information on our competition risks.
Manufacturing
We currently operate approximately 36 manufacturing sites worldwide and continue to make capital investments in these facilities as discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Focus on Core Businesses” of this Form 10-K.
In the normal course of business, our products, devices and facilities are the subject of ongoing oversight and review by regulatory and governmental agencies, including general, for cause and pre-approval inspections by the relevant competent authorities where we have business operations. Through the date of this filing, all of our global operations and facilities have the relevant operational good manufacturing practices certificates and all Company products and operating sites are in good compliance standing with all relevant notified bodies and global health authorities. Further, all sites under FDA jurisdiction are rated as either No Action Indicated (where there was no Form 483 observation) or Voluntary Action Indicated (“VAI”) (where there was a Form 483 with one or more observations). In the case of VAI inspection outcomes, the FDA has accepted our responses to the issues cited, which will be verified when the agency makes its next inspection of those specific facilities. A Form 483 is issued at the end of each inspection when FDA investigators have observed any condition that in their judgment may constitute violations of current good manufacturing practices.
We also subcontract the manufacturing of certain of our products, including products manufactured under the rights acquired from other pharmaceutical companies. Products representing approximately 20% of our product sales for 2021 are produced in total, or in part, by third-party manufacturers under manufacturing arrangements.
In some cases, the principal raw materials, including active pharmaceutical ingredients, used by us (or our third-party manufacturers) for our various products are purchased in the open market or are otherwise available from several sources. However, some of the active pharmaceutical ingredients and other raw materials used in our products and some of the finished products themselves are currently only available from a single source; or others may in the future become available from only one source. For example, with respect to some of our largest or most significant products, the supply of the finished product for each of our Siliq®, Duobrii®, Bryhali®, Lumify®, Trulance®, Vyzulta®, SofLens®, Wellbutrin XL®, Ocuvite®, PreserVision®, Renu®, Xenazine®, Aplenzin®, Relistor® Oral and PureVision® products are only available from a single source and the supply of active pharmaceutical ingredient for each of our Siliq®, Duobrii®, Bryhali®, Trulance®, Vyzulta®, Xenazine®, Aplenzin®, and Relistor® Oral products are also only available from a single source. Any disruption in the supply of any such single-sourced active pharmaceutical ingredient, other raw material or finished product or an increase in the cost of such materials or products could adversely impact our ability to manufacture or sell such products, the ability of our third-party manufacturers to supply us with such products, or our profitability. We attempt to manage the risks associated with reliance on single sources of active pharmaceutical ingredient, other raw materials or finished products by carrying additional inventories or, where possible, developing second sources of supply. See Item 1A. “Risk Factors” for additional information on the risks associated with our manufacturing arrangements.
Our global supply team worked diligently to stay ahead of the challenges presented by the COVID-19 pandemic once it appeared in Asia. See Item 7. "Management's Discussion and Analysis — Impacts of COVID-19 Pandemic" for further information.
Human Capital Resources
In order to achieve our vision of being a trusted health care partner, we strive to ensure our employees around the world feel proud to be a part of Bausch Health Companies Inc.
As of December 31, 2021, we had approximately 19,600 employees (of which 19,100 were full-time employees), which included approximately 9,900 in production, 7,000 in sales and marketing, 1,400 in general and administrative positions and 1,300 in R&D. These employees are located around the world, with 7,380 in the United States and Canada, 6,820 in Europe, 2,420 in Asia-Pacific countries, 2,120 in Latin America, 640 in Russia and Commonwealth of Independent State countries and 220 in the Middle East and Africa.
Collective bargaining exists for some employees in several countries in which we do business. We consider our relations with our employees to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.
17


In the beginning of 2021, our voluntary turnover rate trended higher than in 2020, but in line with what most companies were experiencing in the industries and geographies in which we operate; the voluntary turnover rate has since leveled off and is closer to or at targeted rate. We have not experienced any significant disruption to date as a result of turnover.
Health, Safety and Wellness
Our employees' health, safety, and wellness are important to us. With the COVID-19 outbreak, a continued focus in 2021 was protecting the health and safety of our employees and their families. We continued to make available our remote work policies, which had been broadened in 2020 to enable our global employees to work from home wherever possible. In circumstances where remote work was not possible (such as at our manufacturing and distribution facilities), we continued to implement safety measures, which had been introduced in 2020 to help prevent the spread of COVID-19 in the workplace, such as mandatory face coverings, social distancing, hand hygiene, plexiglass barriers, limited face-to-face meetings and other procedures as prescribed by global public health organizations, such as the WHO and U.S. Centers for Disease Control and Prevention.
On an ongoing basis, we measure how well we are fostering the health and safety of our employees through our Days Away Rate ("DAR"), which is a standard used in our industry to capture the number of days that our employees are away from work as a result of a work-related injury or illness. For the year 2021, our DAR was 6 days per 100 employees. This was favorable when compared to the goal we established for DAR of less than 12 days per 100 employees and was favorable to our industry’s average DAR of 24 days per 100 employees.
We also recognize that physical, emotional and financial wellbeing are significant contributors to our employees success at work and home. We aim to support our employees in their everyday life by centering programs and activities around these three pillars of wellbeing. Across each of these pillars, we offer a range of resources to help our employees be healthy and feel successful in both their professional and personal lives, including through employee assistance programs.
Diversity and Inclusion
We are dedicated to fostering an inclusive work environment where everyone feels welcomed, supported and valued for their talents and contributions. Our Bausch Health Diversity, Equity & Inclusion ("DE&I") strategy centers on connecting our employees to our Company, each other, and our communities to cultivate a sense of trust, respect and belonging for all. We have a DE&I Council that is led by our Company's Executive Committee members sponsored by our Chief Human Resources Officer, General Counsel, and Chief Medical Officer/President R&D that provides oversight for our DE&I strategy and initiatives.
We strive to advance candid conversations among our employees about diversity and inclusion and expanding training and education on those issues. Specifically, we have provided all employees with educational tools and resources to understand how to talk about these topics at work and, in 2020, have introduced training aimed at helping employees become more aware of unconscious biases.
We are focused on continuing to expand our Employee Resource Groups ("ERGs"), providing opportunities for professional growth, development and informal networking. Our ERGs include the following: Asian Heritage, Black & African Heritage, LGBTQ+, Military, and the Women's Inclusive Network. In 2021, these ERGs have helped strengthen our focus on DE&I by promoting opportunities for professional growth, development, and informal networking, and providing forums to voice concerns, and multiple perspectives. Another essential pillar of our ERG program is to establish connections with charities whose missions align with those of our individual ERGs and give back to these communities, which we plan to continue in 2022 and beyond.
Talent Development
We are committed to the development of our employees and believe that our success coincides with our employees’ achievements of personal and professional goals.
Through our Employee Development Framework, we endeavor to support our employees’ interests to grow to their full potential, achieve career goals, and contribute to the success of our Company. We empower employees to explore roles that are of interest and gain insights into their strengths and development needs. We provide a variety of development programs to support our employees at every stage of their career and incorporate individual development plans that aim to help our employees reach their career goals.
We also have a robust, global succession planning process that allows us to define talent needs based on business strategy, identify talent and drive their development and growth, strengthen the pipeline for critical leadership positions, and optimize talent deployment across the business. As detailed in its charter, the Talent and Compensation Committee of the Board of Directors assists the Board with oversight of our Company’s talent management and succession planning process. The
18


Board of Directors reviews succession planning progress and specifically the plans for Executive Committee roles. To support this process, the Board interacts with leaders and managers throughout the organization during the year to get to know these employees and their work.
Total Rewards
Our Company’s total rewards philosophy is designed to attract, retain, motivate, and engage our employees. We provide comprehensive and market competitive compensation and benefit programs across our geographies, aligning these programs with the interests of our shareholders and balancing appropriate risk taking. Collectively, these programs comprise our Total Rewards package.
Our compensation program includes base pay, short-term incentives, and long-term incentives. We provide the opportunity for our employees to earn more when we deliver against objectives – both as a total company and individually. We also provide competitive benefit programs based on local practice in the countries where our employees work. Our programs include medical coverage, retirement benefits, paid time off, and life and other insurances. Based on local market practice in the geographies in which we operate, we also offer family planning benefits to our employees such as adoption and surrogacy assistance programs.
Corporate Social Responsibility
In 2017, we established The Bausch Foundation, which supports initiatives aimed at disease prevention, improving patient outcomes, and community support related to our core businesses. Additionally, it supports global relief efforts and those who need help in the communities in which we live and work.
We are committed to supporting patients who have lost employment health benefits due to the COVID-19 pandemic, and because it is essential that our patients continue their prescribed treatments, we are proud to offer certain of our prescription medicines through our Bausch Health Patient Assistance Program. In the face of the COVID-19 pandemic, some people have financial obstacles that keep them from obtaining and continuing their prescribed treatments. The purpose of the Bausch Health Patient Assistance Program is to provide eligible unemployed patients in the U.S., who meet stated qualifications and have lost their health insurance due to the COVID-19 pandemic, with certain of our prescription products where their financial circumstances or insurance status would otherwise interfere with their ability to access such products. If approved, patients receive their Bausch Health Companies Inc. prescription product(s) at no cost to them for up to one year, and may be able to reapply to the program annually if they continue to meet eligibility requirements and have a valid prescription.
See Item 7. “Management's Discussion and Analysis — Overview — Focus on Core Businesses — Improve Patient Access” for additional discussion regarding Company programs to address the affordability and availability of our products.
Product Liability Insurance
Since March 31, 2014, we have self-insured substantially all of our product liability risk for claims arising after that date. In the future, we will continue to re-evaluate our decision to self-insure and may purchase additional product liability insurance to cover product liability risk. See Item 1A. “Risk Factors” of this Form 10-K for additional information.
Seasonality of Business
Historically, revenues from our business tend to be weighted toward the second half of the year. Sales in the first quarter tend to be lower as patient co-pays and deductibles reset at the beginning of each year.  Sales in the fourth quarter tend to be higher based on consumer and customer purchasing patterns associated with health care reimbursement programs. However, there are no assurances that these historical trends will continue in the future.
Geographic Areas
A significant portion of our revenues is generated from operations or otherwise earned outside the U.S. and Canada. All of our foreign operations are subject to risks inherent in conducting business abroad, including price and currency exchange controls, fluctuations in the relative values of currencies, political and economic instability and restrictive governmental actions including possible nationalization or expropriation. Changes in the relative values of currencies may materially affect our results of operations. For a discussion of these risks, see Item 1A. “Risk Factors” of this Form 10-K.
See Note 22, "SEGMENT INFORMATION" to our audited Consolidated Financial Statements for revenues and long-lived assets by geographic area.
A portion of our revenue and income was earned in Canada and Ireland, which have low effective tax rates. See Item 1A. “Risk Factors” of this Form 10-K relating to tax rates for more information.
19


Available Information
Our Internet address is www.bauschhealth.com. We post links on our website to the following filings as soon as reasonably practicable after they are electronically filed or furnished to the SEC: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendment to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available through our website free of charge. The information on our Internet website is not incorporated by reference into this Form 10-K or our other securities filings and is not a part of such filings. The SEC also maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
We are also required to file reports and other information with the securities commissions in all provinces in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com, the Canadian equivalent of the SEC’s electronic document gathering and retrieval system.
20


Item 1A.    Risk Factors
Our business, financial condition, cash flows and results of operations are subject to various risks and uncertainties. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including those risks set forth under the heading entitled “Forward-Looking Statements” and in other documents that we file with the SEC and the CSA, before making any investment decision with respect to our common shares or debt securities. If any of the risks or uncertainties actually occur or develop, our business, financial condition, cash flows, results of operations and/or future growth prospects could change, and such change could be materially adverse. Under these circumstances, the market value of our common shares and/or debt securities could decline, and you could lose all or part of your investment in our common shares and/or debt securities.
Summary of Risk Factors
The following is a summary of the risk factors our business faces. The list below is not exhaustive, and investors should read this “Risk Factors” section in full. Some of the risks we face include:
the effect of the COVID-19 pandemic on our business, financial condition, cash flows, and results of operations;
the impact on our business from the separation of our eye-health business into an independent publicly traded entity, including the impact of a failure to maintain the tax-free treatment of such transaction, the continued reliance on Bausch + Lomb employees for certain transitional services, a failure to obtain replacement contracts, any actual or perceived conflict of interest of our directors and officers who also serve roles in Bausch + Lomb and the cross-indemnification obligations on us and Bausch + Lomb;
the impact on our business from the proposed Solta IPO, including the continued reliance on any Solta employees for certain transitional services, a failure to obtain replacement contracts, any actual, potential or perceived conflict of interest of our directors and officers who also serve roles in Solta and the cross-indemnification obligations on us and Solta;
the ongoing legal proceedings, investigations, and inquiries respecting certain of our historical distribution, marketing, pricing, disclosure and accounting practices;
the impact of changes to our pricing practices, whether imposed, legislated or voluntary;
the potential adverse impact of legal proceedings, litigation, and government investigations;
our dependence on third parties to meet their contractual, legal, regulatory, and other obligations;
the impact of product recalls and related product liability claims;
our ability to comply with extensive regulation concerning marketing, promotional and business practices;
our ability to comply with restrictive covenants in our debt agreements;
our ability to generate cash in order to service our debt;
the impact on our business of restrictions imposed by our significant indebtedness;
the effect of interest rate changes, including the discontinuation of the London Interbank Offered Rate ("LIBOR");
our ability to manage the transition of our key management positions;
our ability to recruit and retain executives and key personnel;
the potential increase of our effective tax rates, including as a result of proposed changes to applicable tax laws;
our ability to compete with generic competitors in products that represent a significant amount of our revenue;
our ability to obtain, maintain, enforce or defend the intellectual property rights required to conduct our business;
the impact of potential intellectual property litigation;
our ability to develop or acquire more effective or less costly pharmaceutical or OTC products or medical devices than our competitors;
the effect of our commitment to the cessation of or limitation on pricing increases for certain of our products;
21


the impact of divestitures of certain of our assets and business;
the potential adverse effect of acquisitions of assets, products and businesses;
our ability to maintain and provide appropriate training in our products to our health care providers;
our ability to successfully commercialize our pipeline products;
our ability to comply with ongoing regulatory review of our marketed drugs, including our dietary products;
the impact on our business of interruptions in our manufacturing processes;
our dependence on a limited number of sources for certain of our finished products and raw materials;
the effect of changes in inventory levels or fluctuations in buying patterns by our large distributor and retail customers;
our ability to achieve or maintain expected levels of market acceptance for our new products;
our dependence on reimbursements from governmental and other third-party payors;
the impact of a failure to be included in formularies developed by managed care organizations and third-party payors;
the failure of our fulfillment arrangements with Walgreens and our dermatology cash-pay prescription program;
the impact of catastrophic events that may disrupt our business;
the illegal distribution and sale of counterfeit versions of our products;
the reduction of profits due to imports from countries where our products are available at lower prices;
the reduction of revenues in future fiscal periods due to our policies regarding returns, allowances, and chargebacks;
the decline in sales volumes or prices of our products as the result of the concentration of sales to wholesalers;
the decline in pricing and/or volume of our products in our distribution agreements with other companies;
risks associated with the international scope of our operations;
foreign currency exposure on the translation into U.S. dollars of the financial results of our international operations;
the breakdown, interruption, breach or other compromise of our information technology systems;
our ability to comply with applicable laws and regulations and prevail in any litigation related to noncompliance;
the impact that reforms of the health care system may have on our ability to sell our products profitably;
our ability to comply with environmental laws and regulations and environmental remediation obligations;
the potential adverse effect of shareholder activism;
the impact on our profitability from the potential impairment of goodwill and other intangible assets;
our ability to effectively monitor and respond to expectations regarding environmental, social and governance matters;
our potential obligations under our indemnity agreements and arrangements; and
the fluctuation of our operating results and financial condition from quarter to quarter.
Risks Relating to COVID-19
The ongoing COVID-19 pandemic, the rapidly evolving reaction of governments, private sector participants and the public to that pandemic and/or the associated economic impact of the pandemic and the reactions to it, could adversely and materially impact our business, financial condition, cash flows and results of operations.
The ongoing COVID-19 pandemic, including the emergence of new variants such as Delta and Omicron, and the rapidly evolving reaction of governments, private sector participants and the public in an effort to contain the spread of COVID-19 (and
22


variants thereof) and/or address its impacts have intensified and have had significant direct and indirect effects on businesses and commerce generally, including disruption to supply chains, employee base and transactional activity, facilities closures and production suspensions, and significantly increased demand for certain goods and services, such as pandemic-related medical services and supplies, alongside decreased demand for others, such as retail, hospitality, travel and elective surgery.
As a result of the impact of COVID-19, we have experienced and may continue to experience delays in and postponement of our clinical trial programs, reduced demand for certain of our products due to the deferral of elective medical procedures and of doctor and dentist visits and restrictions on outpatient surgery and other medical procedures, and if such issues recur in the future, our results of operations may be adversely impacted as a result. In addition, certain of our facilities were temporarily closed in connection with the COVID-19 pandemic, and we have also experienced some disruptions to our supply chain as a result of challenges associated with the COVID-19 pandemic. Although we are not currently experiencing these effects, depending on future developments with respect to COVID-19, we may continue to experience those effects as a result of the pandemic, the emergence of new variants (such as Delta and Omicron), the reactions of governments, private sector participants and the public to the pandemic and the associated disruption to business and commerce generally.
For example, we have experienced and/or, in the future, may experience:
further material closures or disruptions to our manufacturing sites (for example, we experienced closures at our Milan, Italy, Bothell, Washington U.S. sites and our two sites in China in 2020);
lack of availability of active pharmaceutical ingredients ("API"), and intermediates, or other supply chain disruptions, including for some of our key products;
continued alternative working arrangements, including personnel working remotely and additional physical distancing, cleaning or sterilization protocols at our production facilities, which could negatively impact our business should such arrangements remain for an extended period of time;
interruption or delays in the operations of the FDA, the EMA and other regulatory authorities, which may impact review and approval timelines for our planned trials and launches;
delays or difficulties in enrolling patients in our clinical trials;
delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;
diversion of health care resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;
interruption or postponement of key clinical trial activities, such as clinical trial site data monitoring, due to limitations on travel imposed or recommended by national, federal, state or local governments, employers and others or interruption of clinical trial subject visits and study procedures, which may impact the integrity of subject data and clinical study endpoints;
limitations on employee resources that would otherwise be focused on our business and operations, such as the conduct of our preclinical studies and clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;
delays in or postponements of our clinical trial programs as a result of “stay at home” orders affecting our research facilities or the closure of such research facilities, which may impact the timing, approval and launch of the affected clinical trial programs;
recurrence of deferral of elective medical procedures and of doctor and dentist visits, and reduced usage of contact lens, which may reduce demand for certain of the Company’s products, including our contact lens products and certain branded pharmaceutical products in our eye-care, dermatology, GI and dentistry businesses;
delays or difficulties in our and our business partners’ ability to access physicians, which may in turn impact our ability to train physicians to use our devices and provide needed services; and
adverse effects on the regional economies in which we operate which could reduce demand for certain of the Company’s products.
The extent and duration of the pandemic, the reactions of governments, private sector participants and the public to that pandemic and the associated disruption to business and commerce generally, and the extent to which these may impact our business, financial condition, cash flows and results of operations in particular, will depend on future developments which are highly uncertain and many of which are outside our control and cannot be predicted with confidence. Such developments
23


include the ultimate geographic spread and duration of the pandemic, the availability and effectiveness of vaccines for COVID-19, vaccine hesitancy, the extent and duration of a resurgence of the COVID-19 virus and variant strains thereof, including the Delta and Omicron variants, new information which may emerge concerning the severity of COVID-19, the effectiveness and intensity of measures to contain COVID-19 and/or address its impacts, and the economic impact of the pandemic and the reactions to it. Such developments, among others, depending on their nature, duration and intensity, could have a significant adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline and may exacerbate other risk factors disclosed in this Item 1A. “Risk Factors.”
Developments such as those described above, among others, depending on their nature, duration and intensity, could have a significant adverse effect on the Company's business, financial condition, cash flows and results of operations.
Risks Relating to the B+L Separation and the Solta IPO
Our plan to separate our eye-health business into an independent publicly traded entity from the remainder of the Company is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time, expense, and distraction, which could disrupt or have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
On August 6, 2020, we announced that we intend to separate our eye-health business into an independent publicly traded entity from the remainder of Bausch Health Companies Inc. The B+L Separation will establish a separate fully integrated eye-health company which will consist of our Bausch + Lomb Global Vision Care, Global Surgical, Global Consumer and Global Ophthalmology Rx businesses. It is anticipated that the B+L Separation will involve (i) an initial public offering of a portion of the shares of Bausch + Lomb and (ii) following the completion of the B+L IPO, the expiry of customary lockups related to the B+L IPO and achievement of targeted debt leverage ratios (and subject to receipt of regulatory, stock exchange and other approvals and market conditions), a distribution of all or a portion of our remaining equity interest in Bausch + Lomb to our shareholders (the “Distribution”). It is currently anticipated that the Distribution will take the form of a transfer of all or a portion of the remaining equity interest in Bausch + Lomb to our shareholders by way of a plan of arrangement under applicable corporate law (the “Arrangement”).
The anticipated B+L Separation is subject to regulatory approvals and certain conditions, including final approval by the Company’s Board of Directors, any shareholder vote requirements that may be applicable, compliance with (including completion of all necessary filings required by) U.S. and Canadian securities laws and stock exchange rules, receipt of any applicable opinions and/or rulings with respect to the Canadian federal income tax treatment of the Separation, determination of the pro forma capitalizations of the two separate companies, the existence of satisfactory market conditions, the receipt of and compliance with any necessary court orders relating to the B+L Separation and approvals of the NYSE and TSX. There can be no certainty, nor can we provide any assurance, that all of the required conditions to the B+L Separation will be satisfied or, if permissible, waived, or, if satisfied or waived, when they will be satisfied or waived. The failure to satisfy all of the required conditions, many of which are outside of our control, could delay the completion of the B+L Separation (including either or both of the B+L IPO and Distribution) for a significant period of time or prevent it from occurring at all or result it being restructured in a manner that may be more or less advantageous to the Company and its shareholders. In addition, we announced a refinancing of our existing Restated Credit Agreement in January 2022 which is intended to facilitate the B+L Separation by, among other things, permitting us to designate Bausch + Lomb as an “unrestricted” subsidiary under the New Restated Credit Agreement (as defined herein) covenants upon achievement of a 7.60:1.00 pro forma “Remainco Total Leverage Ratio.” There can be no assurance that the Credit Agreement Refinancing (as defined herein) will occur on the anticipated terms or at all. If we are unable to consummate the Credit Agreement Refinancing, we may be unable to complete the B+L Separation on the anticipated terms or timeline.
Unanticipated developments, including disruptions to business and commerce induced by the COVID-19 pandemic, changes in market conditions, possible delays in obtaining any necessary shareholder, stock exchange, regulatory or other approval or the failure to obtain any such approvals, possible delays in obtaining any required tax opinions or rulings or the failure to obtain any such tax opinions or rulings, negotiating challenges, the uncertainty of the financial markets, changes in the law, and other challenges in executing the B+L Separation, could delay or prevent the completion of the B+L Separation (including either or both of the B+L IPO and Distribution), result in changes to the anticipated structure of the B+L Separation, or cause the B+L Separation to occur on terms or conditions that are different or less favorable than expected. Any changes to the B+L Separation or delay in completing the B+L Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected. Further, our Board of Directors could decide, either because of a failure to satisfy conditions or because of market or other factors, to delay, abandon or alter the structure or terms of the B+L Separation. No assurance can be given as to whether and when the B+L Separation will occur, on what terms the B+L
24


Separation will occur or whether the B+L Separation will achieve the benefits we expect. As a result, there can be no assurance as to the timing of the completion of the B+L Separation or its structure or terms.
Even if the B+L Separation is completed, we may not be able to achieve the full strategic and financial benefits expected to result from the B+L Separation. The B+L Separation is expected to unlock value by creating an independent business and distinct investment identity with enhanced strategic and management focus that allows more efficient allocation of resources and capital. In addition, proceeds from the B+L IPO are expected to facilitate further reductions in the aggregate amount of our outstanding indebtedness. We may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) Bausch + Lomb may prove to be less valuable on an independent basis than we anticipate, including because it is more susceptible to economic downturns and other adverse events than if it were still a part of the Company and because its business will be less diversified than the Company’s business prior to the B+L Separation and (ii) other actions required to separate the respective businesses could disrupt our operations.
Executing the B+L Separation has and will continue to require significant resources, time and attention from our senior management and employees, which could cause distractions and divert attention and resources away from other projects and the day-to-day operation of our business. We may also experience increased difficulties in attracting, retaining, and motivating management and employees during the pendency of the B+L Separation and following its completion. For more information on these and other related risks, see Item 1A. “Risk Factors—Employment-related Risks” of this Form 10-K. The B+L Separation, whether or not completed, may also have an adverse impact on our relationships with our customers, suppliers and other business counterparties. The price of our common shares could also fluctuate significantly in response to developments or market speculation related to the proposed B+L Separation. The B+L Separation, if completed, may also have the effect of exacerbating other risk factors disclosed in this Item 1A. “Risk Factors.”
We have already incurred expenses in connection with the B+L Separation, and expect that the process of completing the B+L Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the B+L Separation is not completed on the timeline and terms currently anticipated or at all. In addition, if the B+L Separation is not completed or if it is delayed or restructured, we will still be required to pay certain costs and expenses incurred in connection therewith, such as legal, accounting, and other professional and advisory fees. Furthermore, the B+L Separation, if completed, is expected to result in dyssynergy costs, which may be greater than we anticipate and/or may be significant. In addition, we could be subject to legal proceedings or other claims challenging the B+L Separation, which could result in substantial costs and liability and also divert management's attention and resources, any of which could harm our business.
Any of the above factors could cause the B+L Separation (or the failure to consummate the B+L Separation) to have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
If the Distribution proceeds pursuant to the Arrangement, to preserve the tax-free treatment of certain transactions related to the Distribution, we may not be able to engage in certain transactions. In such case, we could incur significant tax liabilities, or be liable to Bausch + Lomb, if certain transactions occur which result in these transactions or the Distribution being subject to tax. The application of certain requirements of the public company “butterfly reorganization” rules in Section 55 of the Canadian Tax Act depend on events that may not be within our control.
We currently expect that the Distribution will be effected pursuant to the public company “butterfly reorganization” rules in Section 55 of the Income Tax Act (Canada) (the “Canadian Tax Act”). If the Distribution is effected pursuant to the public company “butterfly reorganization” rules in Section 55 of the Tax Act as currently anticipated, we and Bausch + Lomb will recognize a taxable gain on the Distribution if (a) within three years of the Distribution, Bausch + Lomb engages in a subsequent spin-off or split-up transaction under Section 55 of the Canadian Tax Act or the Company engages in a split-up (but not spin-off) transaction under Section 55 of the Canadian Tax Act; (b) a “specified shareholder” as defined for purposes of the “butterfly reorganization” rules in Section 55 of the Canadian Tax Act disposes of our shares or shares of Bausch + Lomb, or property that derives 10% or more of its value from such shares and an unrelated person or partnership acquires such property or property substituted therefore as part of the “series of transactions” which includes the Distribution; (c) there is an acquisition of control of the Company or Bausch + Lomb that is part of the “series of transactions” that includes the Distribution; or (d) certain persons acquire shares in the capital of Bausch + Lomb (other than in specified permitted transactions) in contemplation of and as part of the “series of transactions” that includes, the Distribution. If any of the above events, certain of which are outside the control of the Company and Bausch + Lomb, were to occur and to cause the Distribution to be taxable to us and/or to Bausch + Lomb, then we or Bausch + Lomb, as applicable, and, in some cases, both us and Bausch + Lomb, would be liable for a substantial amount of tax.
Given these potentially significant tax consequences, if the Arrangement is pursued, it is anticipated that we will agree with Bausch + Lomb to certain tax-related covenants, which may restrict us from taking certain actions that we might otherwise
25


choose to take, some of which could be material, and the nature, extent and effect of these restrictions will depend on the manner in which the Distribution is effected. Furthermore, if we breach any of these tax-related covenants, we may be required to indemnify Bausch + Lomb against any taxes or other losses suffered or incurred from or in connection with such breach, which loss may include the taxable gain recognized by Bausch + Lomb if the Separation were to be taxable, as further described above.
Our plan to pursue an IPO of our Solta medical device aesthetics business is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time, expense, and distraction, which could disrupt or have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
On August 3, 2021, we announced that we intend to pursue an IPO of Solta Medical. The proposed Solta IPO would establish Solta Medical as a separate publicly traded company that consists of our medical aesthetics business. The proposed Solta IPO is subject to regulatory approvals and certain conditions, including final approval by our Board of Directors and compliance with (including completion of all necessary filings required by) U.S. securities laws and stock exchange rules. The failure to satisfy all of the required conditions could delay the completion of the Solta IPO for a significant period of time or prevent it from occurring at all.
Unanticipated developments, including disruptions to business and commerce induced by the COVID-19 pandemic, unfavorable market conditions, possible delays in obtaining any necessary stock exchange, regulatory or other approval or the failure to obtain any such approvals, negotiating challenges, the uncertainty of the financial markets, changes in the laws and regulations (both in the U.S. and in other jurisdictions, including China), reactions of customers and other parties, industry or economic conditions outside of the Company’s control, and other challenges in executing the Solta IPO, could delay or prevent the completion of the Solta IPO, or cause the Solta IPO to occur on terms or conditions that are different or less favorable than expected. Any changes to the Solta IPO or delay in completing the Solta IPO could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected. Further, our Board of Directors could decide, either because of a failure to satisfy conditions or because of market or other factors, to abandon the Solta IPO. No assurance can be given as to whether and when the Solta IPO will occur or whether the Solta IPO will achieve the benefits we expect. As a result, there can be no assurance as to the timing of the completion of the Solta IPO or its terms. Any changes with respect to the timing of the Solta IPO or the terms and conditions on which the Solta IPO occurs could also delay the B+L Separation or cause the B+L Separation to occur on terms or conditions that are different or less favorable than expected.
Even if the Solta IPO is completed, we may not be able to achieve the full strategic and financial benefits expected to result from the Solta IPO. The Solta IPO is expected to unlock value by creating an independent business and distinct investment identity with enhanced strategic and management focus that allows more efficient allocation of resources and capital. In addition, proceeds from the Solta IPO are expected to facilitate further reductions in the aggregate amount of our outstanding indebtedness. We may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) following the Solta IPO, Solta may prove to be less valuable on an independent basis than we anticipate, including because it is more susceptible to economic downturns and other adverse events than if it were still a part of the Company and because its business will be less diversified than the Company’s business prior to the Solta IPO and (ii) other actions required to separate the respective businesses could disrupt our operations.
Executing the Solta IPO will require significant resources, time and attention from our senior management and employees, which senior management and employees are already expending significant resources, time and attention on the B+L Separation. The Solta IPO could cause further distractions and further divert attention and resources away from other projects and the day-to-day operation of our business. Both we and Solta may also experience increased difficulties in attracting, retaining, and motivating management and employees during the pendency of the Solta IPO and following its completion. For more information on these and other related risks, see Item 1A. “Risk Factors—Employment-related Risks” of this Form 10-K. The Solta IPO, whether or not completed, may also have an adverse impact on our relationships with our customers, suppliers and other business counterparties. The price of our common shares could also fluctuate significantly in response to developments or market speculation related to the proposed Solta IPO. The Solta IPO, if completed, may also have the effect of exacerbating other risk factors disclosed in this Item 1A. “Risk Factors.”
We have already incurred expenses in connection with the Solta IPO, and expect that the process of completing the Solta IPO will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Solta IPO is not completed or is not completed on the timeline or terms anticipated. In addition, if the Solta IPO is not completed, we will still be required to pay certain costs and expenses incurred in connection therewith, such as legal, accounting, and other professional and advisory fees. Furthermore, the Solta IPO, if completed, is expected to result in dyssynergy costs, which may be greater than we anticipate and/or may be significant. In addition, we could be subject to legal
26


proceedings or other claims challenging the Solta IPO, which could result in substantial costs and liability and also divert management’s attention and resources, any of which could harm our business.
Any of the above factors could cause the Solta IPO (or the failure to consummate the Solta IPO) to have a material adverse effect on our business, financial condition, cash flows and results of operations and could cause the market value of our common shares and/or debt securities to decline.
In connection with the B+L Separation and the Solta IPO, we will continue to rely on Bausch + Lomb and, to a lesser degree, Solta for certain services, which services may not be sufficient to meet our needs, which may result in increased costs and otherwise adversely affect our business.
In connection with the B+L Separation, we anticipate that we and Bausch + Lomb will provide to each other certain services for a transitional period in exchange for certain agreed-upon fees. In addition, in connection with the Solta IPO, we anticipate that we and Solta may provide to each other certain services for a transitional period in exchange for certain agreed-upon fees. If we no longer receive these services from Bausch + Lomb and/or Solta due to the termination or expiration of these transitional services, we may not be able to perform these services ourselves and/or find appropriate third-party arrangements at a reasonable cost (and any such costs may be higher than those charged by Bausch + Lomb or Solta). In addition, in connection with the B+L Separation and the Solta IPO, we expect that a number of the employees that support our business (which number of employees may be significant) will be employed by legal entities that are owned by Bausch + Lomb or Solta and not by us.
Certain contracts used in our business may need to be replaced in connection with the B+L Separation or Solta IPO and failure to obtain such replacement contracts could increase our expenses or otherwise adversely affect our results of operations.
In connection with the B+L Separation and the Solta IPO, we may be required to replace certain shared contracts. It is possible that, in connection with the replacement process, some parties may seek more favorable contractual terms from us. If we are unable to obtain such replacement contracts, the loss of these contracts could increase our expenses or otherwise materially adversely affect our business, results of operations and financial condition.
In connection with the B+L Separation and Solta IPO, some of our directors and officers may have actual or potential conflicts of interest because of their equity ownership in Bausch + Lomb or Solta, respectively, and/or because they also serve as officers or directors of Bausch + Lomb or Solta.
Because of their anticipated positions with Bausch + Lomb, in connection with the B+L Separation, and/or with Solta, in connection with the Solta IPO, some of our directors and executive officers may own common shares of Bausch + Lomb and/or Solta or have options to acquire shares of Bausch + Lomb and/or Solta, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, in connection with the B+L Separation, certain of our current or former officers and directors will also serve as officers or directors of Bausch + Lomb and, in connection with the Solta IPO, certain of our current or former officers and directors will also serve as officers or directors of Solta. A director who has a material interest in a matter before our Board of Directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it in accordance with applicable law. In situations where a director has a material interest in a matter to be considered by our Board of Directors or any committee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Although all transactions with related parties will be approved by independent members of our Board of Directors that may meet in the absence of senior executive officers or non-independent directors, the ownership of Bausch + Lomb or Solta equity or service to Bausch + Lomb or Solta may create the appearance of conflicts of interest when the Bausch + Lomb-affiliated or Solta-affiliated directors and officers are faced with decisions that could have different implications for Bausch + Lomb, Solta or us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between Bausch + Lomb and us regarding the terms of the B+L Separation or between Solta and us regarding the terms of the Solta IPO. Potential conflicts of interest could also arise if we enter into commercial arrangements with Bausch + Lomb or Solta in the future. As a result of these actual or apparent conflicts, we may be precluded from pursuing certain growth initiatives. While the Board of Directors believes that, given its size and structure, such actual or potential conflicts of interest can be managed adequately, including that the independent members of our Board of Directors may meet in the absence of senior executive officers or non-independent directors in respect of the relevant matter, the actual or perceived conflicts of interest that may arise could cause reputational or other harm.
In connection with both the B+L Separation and the Solta IPO and the various separation-related agreements to be entered into by us and Bausch + Lomb or Solta in connection with those proposed transactions, it is anticipated that we will agree to indemnify Bausch + Lomb and Solta, respectively, for certain liabilities, and Bausch + Lomb and Solta will agree to indemnify us for certain liabilities. However, there can be no assurance that Bausch + Lomb’s or Solta’s indemnity will be
27


sufficient to insure us against the full amount of such liabilities, or that Bausch + Lomb’s or Solta’s ability to satisfy its indemnification obligation will not be impaired in the future.
It is anticipated that, in connection with the various separation-related agreements to be entered into between Bausch + Lomb and us in connection with the Separation and between Solta and us in connection with the Solta IPO, Bausch + Lomb and Solta, respectively, will agree to indemnify us for certain liabilities. However, there can be no assurance that the indemnity from Bausch + Lomb or Solta, as the case may be, will be sufficient to protect us against the full amount of such liabilities, or that Bausch + Lomb or Solta, as the case may be, will be able to fully satisfy its indemnification obligations in the future. Even if we ultimately succeed in recovering from Bausch + Lomb or Solta, as the case may be, any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows. Furthermore, any indemnification claim against us either by Bausch + Lomb, including for a breach of the tax-related covenants described above, or by Solta could be substantial, may not be able to be satisfied and may have a material adverse effect on us. Each of these risks could also negatively affect our business, financial condition, results of operations and cash flows.
Legal and Reputational Risks
We are the subject of a number of ongoing legal proceedings, investigations and inquiries respecting certain of our historical distribution, marketing, pricing, disclosure and accounting practices, including our former relationship with Philidor, which have had and could continue to have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, could result in additional claims and material liabilities, and could cause the market value of our common shares and/or debt securities to decline.
While we have successfully settled or otherwise resolved a number of legacy legal proceedings, investigations and inquiries relating to, among other things, our disclosure and accounting practices and our former relationship with Philidor, including the securities class action litigation matters in both the U.S. and Canada, the investigation by the SEC, the investigation order from the Autorité des marches financiers (the “AMF”) (our principal securities regulator in Canada) and certain derivative lawsuits, we are currently still the subject of a number of other ongoing legal proceedings and investigations and inquiries by governmental agencies, including, but not limited to, the following: (i) a number of pending securities litigations, including certain opt-out actions in the U.S. (related to the U.S. Securities Litigation which has been settled, but remains subject to an objector's appeal of the final court approval), and in Canada (related to the securities class action litigation in Canada which has been settled), have been instituted, the allegations of which relate to, among other things, allegedly false and misleading statements by the Company and/or failures to disclose information about our business and prospects, including relating to drug pricing, our policies and accounting practices, our use of specialty pharmacies, and our former relationship with Philidor, and (ii) a lawsuit brought against the Company in the Superior Court of New Jersey asserting claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act. In addition, we could, in the future, face additional legal proceedings and investigations and inquiries by governmental agencies relating to these or similar matters. For more information regarding legal proceedings, see Note 20, "LEGAL PROCEEDINGS" to our audited Consolidated Financial Statements.
We are unable to predict how long such proceedings, investigations and inquiries will con