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INCOME TAXES
 9 Months Ended
Sep. 30, 2025
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
For interim financial statement purposes, U.S. GAAP income tax expense/benefit related to ordinary income is determined by applying an estimated annual effective income tax rate against a company’s ordinary income. Income tax expense/benefit related to items not characterized as ordinary income is recognized as a discrete item when incurred. The estimation of the Company’s income tax provision requires the use of management forecasts and other estimates, application of statutory income tax rates and an evaluation of valuation allowances. The Company’s estimated annual effective income tax rate may be revised, if necessary, in each interim period.
Provision for income taxes for the nine months ended September 30, 2025 was $88 million and included: (i) $138 million of income tax provision for the Company’s ordinary loss for the nine months ended September 30, 2025 and (ii) $50 million of net income tax benefit for discrete items, which includes: (a) $36 million of net income tax benefit related to the finalization of the settlement with the Internal Revenue Service (“IRS”) for the 2017 capital loss, (b) $18 million income tax benefit for the recording of assets associated with the acquisition of DURECT, (c) $12 million income tax benefit due to changes in uncertain tax positions, (d) $11 million income tax benefit for the discrete treatment of restructuring costs related to B+L and (e) $26 million income tax provision associated with the filing of certain income tax returns.
Provision for income taxes for the nine months ended September 30, 2024 was $128 million and included: (i) $132 million of income tax provision for the Company’s ordinary loss for the nine months ended September 30, 2024, (ii) $5 million of net income tax benefit for discrete items, which includes $7 million of net income tax benefit related to uncertain tax positions and (iii) $3 million of tax expense associated with stock compensation.
The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made. The valuation allowance against deferred tax assets was approximately $2,366 million and $2,284 million as of September 30, 2025 and December 31, 2024, respectively. The Company will continue to assess the need for valuation allowances on an ongoing basis.
As of September 30, 2025 and December 31, 2024, the Company had $938 million and $924 million, respectively, of unrecognized tax benefits, which included $88 million and $68 million of interest and penalties, respectively. Of the total unrecognized tax benefits as of September 30, 2025, $406 million would reduce the Company’s effective tax rate, if recognized.
The Company has included the estimated impact of the Organisation for Economic Co-operation and Development’s Inclusive Framework (Pillar 2), as currently adopted, in its tax provision beginning in 2024. While the estimated impact is not material, it is possible that the further implementation of the Inclusive Framework could have a material effect on the liability for corporate taxes or the consolidated tax rate in the future.
The Company continues to be under examination by the Canada Revenue Agency.
The IRS completed its examinations of the Company’s U.S. consolidated federal income tax returns for the years 2013 and 2014. There were no material adjustments to the Company’s taxable income as a result of these examinations, however the 2014 tax year remained open to the extent of the capital loss carry back from 2017. In June 2025, the IRS concluded its examination of the Company’s 2015, 2016 and short period tax return for the period ended September 8, 2017, which also closed the 2014 tax year. As a result, the Company recorded a tax benefit of approximately $64 million.
The Company’s U.S. affiliates remain under examination for various state tax audits in the U.S. for years 2017 through 2024.
The Company’s subsidiaries in Germany are under audit for tax years 2017 through 2019. During the three months ended September 30, 2023, the Company received a preliminary assessment from the German taxing authority for the 2014 through 2016 period that would disallow certain transfer pricing adjustments. The Company contested this alleged tax deficiency through the appropriate appeals process and reached a preliminary settlement with the German taxing authority during the year ended December 31, 2024. The settlement was then finalized with the taxing authority and resulted in an immaterial tax cost that closed out the 2014 to 2016 audit period.
In November 2022, the Company’s affiliate in the Netherlands received an assessment from the Luxembourg Tax Authorities as successor in interest to its affiliate in Luxembourg for tax years 2018 – 2019 for €271.7 million. The Company is vigorously defending its position and no reserves have been recorded.
In January 2025, the Company’s affiliate in Switzerland received a decision by the Tax Chamber of the Administrative Court of the Canton of Zug denying the affiliate’s objection to certain transfer pricing adjustments proposed by the Swiss Tax Authorities for its 2018 tax year. The Company is preparing to pursue the resolution of this dispute through the mutual agreement procedure and is expecting the impact of the decision to be immaterial.
Certain affiliates of the Company in regions outside of Canada, the U.S., Germany, Luxembourg and Switzerland are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain income tax benefits. At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Condensed Consolidated Financial Statements.