Source: sec
Source ID: 0000885590-26-000107
URL: https://www.sec.gov/Archives/edgar/data/885590/000088559026000107/bhc-20260630.htm
Symbol: (BHC)
Published: 2026-07-30 16:11:33 EDT
Time precision: minute
Title: 10-Q 10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
June 30, 2026
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)
(
514
)
744-6792
(Registrant’s telephone number, including area code)
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, No Par Value
BHC
New York Stock Exchange
,
Toronto Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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
x
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
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common shares, no par value —
373,990,561
shares outstanding as of July 24, 2026.
BAUSCH HEALTH COMPANIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
INDEX
Part I
.
Financial Information
Item 1.
Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
1
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended
June 30, 2026 and 2025
3
Condensed Consolidated Statements of Shareholders’ (Deficit) Equity for the three and six months ended
June 30, 2026 and 2025
4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025
5
Notes to the Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
71
Item 4.
Controls and Procedures
72
Part II
.
Other Information
Item 1.
Legal Proceedings
73
Item 1A.
Risk Factors
73
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
73
Item 3.
Defaults Upon Senior Securities
73
Item 4.
Mine Safety Disclosures
73
Item 5.
Other Information
73
Item 6.
Exhibits
73
Signatures
75
i
BAUSCH HEALTH COMPANIES INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
Introductory Note
Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (this “Form 10-Q”) 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-Q, references to “$” are to United States (“U.S.”) 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-Q are presented as of June 30, 2026.
Trademarks
This Form 10-Q contains trademarks, trade names and service marks that are the property of the Company, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ®, ™ and SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.
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:
This Form 10-Q contains 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 (the “Exchange Act”), and forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “should”, “target”, “potential”, “opportunity”, “designed”, “create”, “predict”, “project”, “forecast”, “seek”, “strive”, “ongoing”, “likely”, “evolve”, “decrease” or “increase” and variations or other similar expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances are forward-looking statements.
These statements are based upon the current expectations and beliefs of management. Readers are cautioned that actual results may vary from those in the forward-looking statements. 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 relating to: (i) our ability to execute our business strategy, business plans and operational efficiency initiatives; (ii) demand for, competitive positioning of and pricing for our current and anticipated products and our ability to achieve expected revenues, margins and expense levels; (iii) the successful development, regulatory approval, manufacture and timing of launches and commercialization of pipeline and other products; (iv) the completion, timing, integration and expected benefits of acquisitions and other strategic transactions and the potential separation of our eye health business consisting of our Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals businesses on anticipated terms, timing and costs; (v) the scope, duration and financial and operational impact of product quality matters and manufacturing facility compliance and certification matters; (vi) the continued availability and performance of key third‑party distribution, fulfillment and other arrangements and the stability of global supply chains; (vii) the continuation of patent protection and regulatory exclusivity for key products; (viii) the expected impacts of the Inflation Reduction Act (“IRA”), and the impact of the negotiated prices for Xifaxan
®
, expected to become effective in 2027, under certain programs of the Centers for Medicare & Medicaid Services (“CMS”) and other healthcare reform measures and our ability to mitigate the impact thereof; (ix) our ability to generate cash flows and access liquidity to meet working capital needs, satisfy debt maturities as they become due, reduce debt levels and comply with financial and other covenants under our financing arrangements; (x) the expected scope and impact of tariffs, counter‑tariffs and other trade restrictions and the effectiveness of mitigation actions and the Company’s ability to recover any tariffs that are eligible for refund claims; (xi) macroeconomic and geopolitical conditions (including inflation, recessionary pressures, foreign currency exchange rates and interest rates), changes in tax laws and related guidance (including legislation referred to as the One Big Beautiful Bill Act (the “OBBBA”) and Organisation for Economic Co-operation and Development (“OECD”) related measures); (xii) the expected outcomes of litigation and other contingencies; and (xiii) the factors described under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
We caution that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the factors referred to in this Form 10-Q are not exhaustive and should not be considered a complete statement of
ii
all potential risks and uncertainties. When relying on our forward-looking statements to make decisions with respect to the Company, investors and others should carefully consider the aforementioned 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-Q or to reflect actual outcomes, except as required by law.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found (i) in our Annual Report on Form 10-K for the year ended December 31, 2025 under Item 1A. “Risk Factors” and (ii) in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”).
iii
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BAUSCH HEALTH COMPANIES INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)
(Unaudited)
June 30,
2026
December 31,
2025
Assets
Current assets:
Cash and cash equivalents
$
1,825
$
1,309
Restricted cash
13
16
Trade receivables, net
2,263
2,351
Inventories, net
1,602
1,629
Prepaid expenses and other current assets
819
852
Total current assets
6,522
6,157
Property, plant and equipment, net
2,097
2,074
Intangible assets, net
4,179
4,643
Goodwill
9,793
11,271
Deferred tax assets, net
1,845
1,843
Other non-current assets
358
378
Total assets
$
24,794
$
26,366
Liabilities
Current liabilities:
Accounts payable
$
593
$
600
Accrued and other current liabilities
3,070
3,344
Financial leases
15
11
Current portion of long-term debt
866
225
Total current liabilities
4,544
4,180
Acquisition-related contingent consideration
210
254
Non-current portion of financial leases
23
23
Non-current portion of long-term debt
19,875
20,592
Deferred tax liabilities, net
211
147
Other non-current liabilities
733
793
Total liabilities
25,596
25,989
Commitments and contingencies (Note 17)
(Deficit) Equity
Common shares, no par value, unlimited shares authorized,
373,901,440
and
370,531,987
issued and outstanding at June 30, 2026 and December 31, 2025, respectively
10,544
10,516
Additional paid-in capital
342
357
Accumulated deficit
(
10,832
)
(
9,667
)
Accumulated other comprehensive loss
(
1,825
)
(
1,760
)
Total Bausch Health Companies Inc. shareholders’ deficit
(
1,771
)
(
554
)
Noncontrolling interest
969
931
Total (deficit) equity
(
802
)
377
Total liabilities and equity
$
24,794
$
26,366
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
BAUSCH HEALTH COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenues
Product sales
$
2,825
$
2,504
$
5,325
$
4,731
Other revenues
27
26
51
58
2,852
2,530
5,376
4,789
Expenses
Cost of goods sold (excluding amortization and impairments of intangible assets)
753
748
1,474
1,431
Cost of other revenues
19
16
36
34
Selling, general and administrative
907
894
1,768
1,761
Research and development
173
159
336
302
Amortization of intangible assets
225
256
466
512
Goodwill impairments
—
—
1,426
—
Restructuring, integration and separation costs
9
31
22
32
Other expense (income), net
26
(
18
)
58
(
3
)
2,112
2,086
5,586
4,069
Operating income (loss)
740
444
(
210
)
720
Interest income
11
13
21
24
Interest expense
(
396
)
(
465
)
(
798
)
(
795
)
Gain (loss) on extinguishment of debt
—
178
(
1
)
178
Foreign exchange and other
(
7
)
(
30
)
(
18
)
(
34
)
Income (loss) before income taxes
348
140
(
1,006
)
93
Provision for income taxes
(
88
)
(
12
)
(
165
)
(
51
)
Net income (loss)
260
128
(
1,171
)
42
Net (income) loss attributable to noncontrolling interest
(
2
)
20
6
48
Net income (loss) attributable to Bausch Health Companies Inc.
$
258
$
148
$
(
1,165
)
$
90
Earnings (loss) per share attributable to Bausch Health Companies Inc.
Basic
$
0.69
$
0.40
$
(
3.12
)
$
0.24
Diluted
$
0.68
$
0.40
$
(
3.12
)
$
0.24
Weighted-average common shares
Basic
375.0
370.9
373.9
370.3
Diluted
378.1
373.1
373.9
373.5
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
BAUSCH HEALTH COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income (loss)
$
260
$
128
$
(
1,171
)
$
42
Other comprehensive (loss) income
Foreign currency translation adjustment
(
16
)
225
(
60
)
366
Other comprehensive (loss) income
(
16
)
225
(
60
)
366
Comprehensive income (loss)
244
353
(
1,231
)
408
Comprehensive (income) loss attributable to noncontrolling interest
(
5
)
34
1
71
Comprehensive income (loss) attributable to Bausch Health
Companies Inc.
$
239
$
387
$
(
1,230
)
$
479
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BAUSCH HEALTH COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY
(in millions)
(Unaudited)
Bausch Health Companies Inc. Shareholders’ (Deficit) Equity
Common Shares
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Bausch Health
Companies Inc.
Shareholders’
Deficit
Non-
controlling
Interest
Total (Deficit) Equity
Shares
Amount
Three Months Ended June 30, 2026
Balances, April 1, 2026
373.5
$
10,542
$
295
$
(
11,090
)
$
(
1,806
)
$
(
2,059
)
$
977
$
(
1,082
)
Common shares issued under share-based compensation plans
0.4
2
(
2
)
—
—
—
—
—
Share-based compensation
—
—
54
—
—
54
—
54
Employee withholding taxes related to share-based awards
—
—
(
8
)
—
—
(
8
)
—
(
8
)
Vesting of B+L equity compensation
—
—
3
—
—
3
(
3
)
—
Noncontrolling interest distributions
—
—
—
—
—
—
(
10
)
(
10
)
Net income
—
—
—
258
—
258
2
260
Other comprehensive (loss) income
—
—
—
—
(
19
)
(
19
)
3
(
16
)
Balances, June 30, 2026
373.9
$
10,544
$
342
$
(
10,832
)
$
(
1,825
)
$
(
1,771
)
$
969
$
(
802
)
Three Months Ended June 30, 2025
Balances, April 1, 2025
369.5
$
10,508
$
220
$
(
9,882
)
$
(
2,029
)
$
(
1,183
)
$
943
$
(
240
)
Common shares issued under share-based compensation plans
0.2
2
(
2
)
—
—
—
—
—
Share-based compensation
—
—
46
—
—
46
—
46
Employee withholding taxes related to share-based awards
—
—
(
3
)
—
—
(
3
)
—
(
3
)
Vesting of B+L equity compensation
—
—
(
11
)
—
—
(
11
)
11
—
Noncontrolling interest distributions
—
—
—
—
—
—
(
9
)
(
9
)
Net income (loss)
—
—
—
148
—
148
(
20
)
128
Other comprehensive income (loss)
—
—
—
—
239
239
(
14
)
225
Balances, June 30, 2025
369.7
$
10,510
$
250
$
(
9,734
)
$
(
1,790
)
$
(
764
)
$
911
$
147
Six Months Ended June 30, 2026
Balances, January 1, 2026
370.5
$
10,516
$
357
$
(
9,667
)
$
(
1,760
)
$
(
554
)
$
931
$
377
Common shares issued under share-based compensation plans
3.4
28
(
28
)
—
—
—
—
—
Share-based compensation
—
—
106
—
—
106
—
106
Employee withholding taxes related to share-based awards
—
—
(
42
)
—
—
(
42
)
—
(
42
)
Vesting of B+L equity compensation
—
—
(
49
)
—
—
(
49
)
49
—
Cash settlement of share-based awards
—
—
(
2
)
—
—
(
2
)
—
(
2
)
Noncontrolling interest distribution
—
—
—
—
—
—
(
10
)
(
10
)
Net loss
—
—
—
(
1,165
)
—
(
1,165
)
(
6
)
(
1,171
)
Other comprehensive (loss) income
—
—
—
—
(
65
)
(
65
)
5
(
60
)
Balances, June 30, 2026
373.9
$
10,544
$
342
$
(
10,832
)
$
(
1,825
)
$
(
1,771
)
$
969
$
(
802
)
Six Months Ended June 30, 2025
Balances, January 1, 2025
367.8
$
10,490
$
234
$
(
9,824
)
$
(
2,179
)
$
(
1,279
)
$
957
$
(
322
)
Common shares issued under share-based compensation plans
1.9
20
(
20
)
—
—
—
—
—
Share-based compensation
—
—
89
—
—
89
—
89
Employee withholding taxes related to share-based awards
—
—
(
19
)
—
—
(
19
)
—
(
19
)
Vesting of B+L equity compensation
—
—
(
34
)
—
—
(
34
)
34
—
Noncontrolling interest distributions
—
—
—
—
—
—
(
9
)
(
9
)
Net income (loss)
—
—
—
90
—
90
(
48
)
42
Other comprehensive income (loss)
—
—
—
—
389
389
(
23
)
366
Balances, June 30, 2025
369.7
$
10,510
$
250
$
(
9,734
)
$
(
1,790
)
$
(
764
)
$
911
$
147
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BAUSCH HEALTH COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
Six Months Ended
June 30,
2026
2025
Cash Flows From Operating Activities
Net (loss) income
$
(
1,171
)
$
42
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization of intangible assets
576
612
Amortization and write-off of debt premiums, discounts and issuance costs
35
56
Asset impairments
9
—
Goodwill impairments
1,426
—
Acquisition-related contingent consideration
18
(
40
)
Allowances for losses on trade receivable and inventories
45
36
Deferred income taxes
47
(
51
)
Net gain on sale of assets
(
3
)
—
Adjustments to accrued legal settlements
16
5
Payments of accrued legal settlements
(
177
)
(
106
)
Share-based compensation
106
89
Gain excluded from hedge effectiveness
(
4
)
(
6
)
Loss (gain) on extinguishment of debt
1
(
178
)
Payments of contingent consideration adjustments, including accretion
(
5
)
(
4
)
Amortization of inventory step-up resulting from acquisitions
3
42
Foreign exchange and other
4
(
23
)
Changes in operating assets and liabilities:
Trade receivables
78
19
Inventories
(
36
)
(
23
)
Prepaid expenses and other current assets
9
(
34
)
Accounts payable, accrued and other liabilities
(
77
)
64
Net cash provided by operating activities
900
500
Cash Flows From Investing Activities
Acquisitions and other investments
(
15
)
(
12
)
Purchases of property, plant and equipment
(
186
)
(
214
)
Acquisition of intangible assets and other assets
(
38
)
(
10
)
Purchases of marketable securities
(
6
)
(
5
)
Proceeds from sale of marketable securities
5
5
Proceeds from sale of assets and businesses, net of costs to sell
3
—
Interest settlements from cross-currency swaps
5
6
Net cash used in investing activities
(
232
)
(
230
)
Cash Flows From Financing Activities
Issuance of long-term debt, net of discounts
2,886
10,422
Repayments of long-term debt and other financial liabilities
(
2,969
)
(
10,135
)
Payments of employee withholding taxes related to share-based awards
(
42
)
(
19
)
Payments of acquisition-related contingent consideration
(
14
)
(
12
)
Payments of financing costs
(
1
)
(
36
)
Other
(
9
)
(
8
)
Net cash (used in) provided by financing activities
(
149
)
212
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(
6
)
60
Net increase in cash, cash equivalents and restricted cash
513
542
Cash, cash equivalents and restricted cash, beginning of period
1,325
1,201
Cash, cash equivalents and restricted cash, end of period
$
1,838
$
1,743
Cash and cash equivalents
$
1,825
$
1,727
Restricted cash
13
16
Cash, cash equivalents and restricted cash, end of period
$
1,838
$
1,743
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BAUSCH HEALTH COMPANIES INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
DESCRIPTION OF BUSINESS
Bausch Health Companies Inc. (the “Company” or “Bausch Health”) is a global, diversified specialty pharmaceutical and medical device company that develops, manufactures and markets, primarily in the therapeutic areas of gastroenterology (“GI”), hepatology, neuroscience and dermatology, a broad range of branded, generic and branded generic pharmaceuticals, over-the-counter (“OTC”) products and aesthetic medical devices, and, through its approximately
87
% ownership of Bausch + Lomb Corporation (“Bausch + Lomb” or “B+L”), branded and branded generic pharmaceuticals, OTC products and medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment) in the therapeutic areas of eye health. The Company’s products are marketed directly or indirectly in approximately
90
countries.
2.
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by the Company in U.S. dollars and in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting, which do not conform in all respects to the requirements of U.S. GAAP for annual financial statements. Accordingly, these notes to the unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements prepared in accordance with U.S. GAAP that are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited Condensed Consolidated Financial Statements have been prepared using accounting policies that are consistent with the policies used in preparing the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025. The unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.
Separation of the Bausch + Lomb Eye Health Business
On August 6, 2020, the Company announced its plan to separate its eye health business, consisting of its Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals businesses into an independent publicly traded entity, Bausch + Lomb, from the remainder of Bausch Health Companies Inc. (the “B+L Separation”). As part of this plan, in May 2022, a wholly owned subsidiary of Bausch Health sold common shares of Bausch + Lomb pursuant to an initial public offering of Bausch + Lomb (the “B+L IPO”). Following the B+L IPO, Bausch Health currently indirectly holds
310,449,643
common shares of Bausch + Lomb, which represents approximately
87
% of B+L’s outstanding common shares as of June 30, 2026.
The completion of the full B+L Separation, which may be accomplished by the monetization of all or a portion of the Company’s ownership interest in Bausch + Lomb, the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders, or a combination thereof, is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals.
The Company continues to evaluate all relevant factors and considerations relating to its investment in Bausch + Lomb, including the Xifaxan
®
Generics Litigation (see “Xifaxan
®
Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS”).
The B+L IPO established two separate companies that include: (i) a diversified pharmaceutical company comprised of the Salix, International, Diversified (neuroscience, dermatology, generic and dentistry pharmaceutical products) and Solta Medical aesthetic medical device businesses and (ii) a fully integrated eye health company which consists of the Bausch + Lomb Vision Care, Surgical and Pharmaceuticals businesses. These unaudited Condensed Consolidated Financial Statements do not include any adjustments to give effect to the B+L Separation.
Use of Estimates
In preparing the unaudited Condensed Consolidated Financial Statements, management is required to make estimates and assumptions. The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates and the differences could be material.
On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by
6
management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted.
Principles of Consolidation
The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated.
New Accounting Standards
In July 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, and allows entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The guidance is effective January 1, 2026. The Company has elected the practical expedient and the application of this ASU did not have a material impact on its consolidated financial statements and related disclosures.
Recently Issued Accounting Standards, Not Adopted as of June 30, 2026
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation (Subtopic 220-40): Disaggregation of Income Statement Expense (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional information about specific expenses in the financial statements. The amendments in ASU 2024-03 are effective for the Company beginning with its 2027 annual report, and its interim periods beginning in 2028. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is evaluating the impact of adoption on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 removes the references to software development project stages and requires entities to begin capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendment in ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method. The Company is evaluating the impact of adoption on its consolidated financial statements and related disclosures.
3.
REVENUE RECOGNITION
The Company’s revenues are primarily generated from product sales, primarily in the therapeutic areas of GI, hepatology, neuroscience, dermatology and eye health, that consist of: (i) branded pharmaceuticals, (ii) generic and branded generic pharmaceuticals, (iii) OTC products and (iv) medical devices (contact lenses, intraocular lenses, ophthalmic surgical equipment and aesthetic medical devices). Other revenues include alliance and service revenue from the licensing and co-promotion of products and contract service revenue which is derived primarily from contract manufacturing for third parties and which is not material. See Note 18, “SEGMENT INFORMATION” for the disaggregation of revenue.
Product Sales Provisions
As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at reported net product sales. The transaction price for product sales is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers. Provisions for variable consideration are established to reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.
Provisions for these deductions are recorded concurrently with the recognition of gross product sales revenue and include cash discounts and allowances, chargebacks, and distribution fees, which are paid to direct customers, as well as rebates and returns, which can be paid to direct and indirect customers. Returns provision balances and volume discounts to direct customers are included in Accrued and other current liabilities. All other provisions related to direct customers are included in Trade receivables, net, while provision balances related to indirect customers are included in Accrued and other current liabilities.
7
The Company continually monitors its variable consideration provisions and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results. The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company’s products. This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or require an adjustment related to past sales, or both. If the trend in actual amounts of variable consideration varies from the Company’s prior estimates, the Company adjusts these estimates when such trend is believed to be sustainable. At that time, the Company would record the necessary adjustments which would affect net product revenue and earnings reported in the current period. The Company applies this method consistently for contracts with similar characteristics.
The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2026 and 2025.
Six Months Ended June 30, 2026
(in millions)
Discounts
and
Allowances
Returns
Rebates
Chargebacks
Distribution
Fees
Total
Reserve balances, January 1, 2026
$
173
$
348
$
1,352
$
125
$
64
$
2,062
Current period provisions
343
82
1,792
671
126
3,014
Payments and credits
(
365
)
(
71
)
(
1,895
)
(
685
)
(
127
)
(
3,143
)
Reserve balances, June 30, 2026
$
151
$
359
$
1,249
$
111
$
63
$
1,933
Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $
44
million and $
31
million as of June 30, 2026 and January 1, 2026, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of approximately $
20
million for the six months ended June 30, 2026.
Six Months Ended June 30, 2025
(in millions)
Discounts
and
Allowances
Returns
Rebates
Chargebacks
Distribution
Fees
Total
Reserve balances, January 1, 2025
$
170
$
372
$
1,421
$
189
$
85
$
2,237
Current period provisions
348
68
2,072
887
160
3,535
Payments and credits
(
356
)
(
74
)
(
2,087
)
(
912
)
(
160
)
(
3,589
)
Reserve balances, June 30, 2025
$
162
$
366
$
1,406
$
164
$
85
$
2,183
Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $
44
million and $
36
million as of June 30, 2025 and January 1, 2025, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets. Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of approximately $
2
million for the six months ended June 30, 2025.
Contract Assets and Contract Liabilities
There are no contract assets for any period presented. Contract liabilities consist of deferred revenue, the balance of which is not material to any period presented.
Allowance for Credit Losses
An allowance is maintained for potential credit losses. The Company estimates the current expected credit loss on its receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of collateral (if any), and current conditions existing at the balance sheet date. Additionally, the Company generally estimates the expected credit loss on a pooled basis when customers are deemed to have similar risk characteristics. Trade receivable balances are written off against the allowance when it is deemed probable that the trade receivable will not be collected. Trade receivables, net are stated net of certain sales provisions and the allowance for credit losses.
The activity in the allowance for credit losses for trade receivables for the six months ended June 30, 2026 and 2025 is as follows:
8
(in millions)
2026
2025
Balance, beginning of period
$
31
$
30
Provision for expected credit losses
5
3
Write-offs charged against the allowance
(
2
)
(
6
)
Foreign exchange and other
1
1
Balance, end of period
$
35
$
28
4.
LICENSING AGREEMENTS AND ACQUISITIONS
Licensing Agreements
In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by regulatory agencies, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. The commitment periods under these agreements vary and include customary termination provisions. Expenses arising from commitments, if any, to fund the development and testing of these products and their promotion are recognized as incurred. Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated.
2025 Acquisitions
Acquisition of Wuhan Shibo Zhenmei Technology Co., Ltd.
During December 2025, the Company completed the acquisition of Wuhan Shibo Zhenmei Technology Co., Ltd. (“Shibo Zhenmei”), consisting of the aesthetics distribution business of its full‑service distributor in China, the Shibo Group (the “Shibo Zhenmei Acquisition”). Through this transaction, the Company assumed full responsibility for the distribution of Solta Medical’s entire product portfolio, including Thermage
®
FLX as well as other aesthetic devices, within the Chinese market.
The Shibo Zhenmei Acquisition was accounted for as a business combination under the acquisition method of accounting.
The total estimated aggregate acquisition consideration was approximately $
87
million.
(in millions)
Cash consideration paid
$
84
Estimated fair value of contingent consideration
3
Aggregate purchase consideration
$
87
The acquisition includes potential future payments to the sellers contingent upon the achievement of specified post‑acquisition performance conditions and the continued employment of designated key personnel. These contingent payments may total up to approximately $
17
million in the aggregate. Performance‑based milestone payments are linked to the acquired business’s future net sales levels over defined periods, with amounts payable on either an all‑or‑partial achievement basis. Retention‑based payments are tied to the continued employment of certain key employees through agreed‑upon dates and are recognized as compensation expense over the applicable service period. The fair value of the contingent consideration associated with the performance-based milestone which was recognized as of the acquisition date was $
3
million, which was recorded as a non-current liability. This valuation was determined using Level 3 inputs, including probability‑weighted assessments of expected outcomes and a risk‑adjusted discount rate (see Note 6, “FAIR VALUE MEASUREMENTS”).
The preliminary allocation of purchase price based on estimated fair values is as follows:
(in millions)
Trade receivables
$
3
Other current assets
1
Intangible assets
43
Inventories
34
Other liabilities
(
16
)
Total identifiable net assets
65
Goodwill
22
Total fair value of consideration transferred
$
87
The assets acquired and liabilities assumed are included within the Solta Medical segment. Goodwill associated with this acquisition is not deductible for income tax purposes. In connection with the acquisition of Shibo Zhenmei, the Company reacquired inventory that it had previously sold to Shibo Zhenmei and has subsequently sold such inventory.
The fair value of the identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of the expected future cash flows (including revenue growth rates, cost of goods sold, operating expenses and discount rates). Customer relationships and other intangible assets related to the Shibo Zhenmei Acquisition have an estimated useful life of
15
months.
The valuation of the assets acquired and liabilities assumed as part of this acquisition, has not been finalized as of June 30, 2026. The areas that could be subject to change primarily relate to the valuation of certain identifiable assets. The Company will finalize these amounts no later than one year from the acquisition date.
Acquisition of DURECT Corporation
In September 2025, the Company acquired DURECT Corporation for total consideration of $
84
million, including $
64
million in cash, $
11
million in assumed liabilities and $
9
million in transaction costs. The agreement also includes potential future sales-based milestone payments of up to $
350
million, subject to certain adjustments.
The transaction was accounted for as an asset acquisition under ASC 805, Business Combinations, as substantially all of the value was attributed to a single in-process research and development (“IPR&D”) asset related to Larsucosterol, a drug candidate for alcohol-associated hepatitis. Clinical testing for Larsucosterol is ongoing and the drug candidate has not yet received regulatory approval from the U.S. Food and Drug Administration (“FDA”). Accordingly, $
81
million of consideration was allocated to Acquired IPR&D and expensed in accordance with ASC 730, Research and Development, with the remaining $
3
million of consideration allocated to other assets. The expense was recorded in Other expense (income), net in the Condensed Consolidated Statements of Operations.
Acquisition of Manufacturing Equipment
During December 2025, Bausch + Lomb, through its affiliates, completed a transaction to acquire certain manufacturing equipment, other assets and the assumption of a manufacturing facility lease in Mexico for an upfront cash payment of approximately $
75
million and potential future milestone payments of up to $
35
million.
This acquisition has been accounted for as a business combination under the acquisition method of accounting.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed, as of the acquisition date:
(in millions)
Property, plant and equipment, net
$
7
Intangible assets, net
1
Total identifiable assets
8
Goodwill
67
Total fair value of consideration transferred
$
75
The assets acquired and liabilities assumed are included within Bausch + Lomb’s Surgical business. Goodwill associated with this acquisition represents potential future synergies and is deductible for income tax purposes.
The valuation of the assets acquired and liabilities assumed, as part of this acquisition, has not been finalized as of June 30, 2026. Bausch + Lomb will finalize these amounts no later than one year from the acquisition date.
Revenues and operating results associated with this acquisition during the period from December 9, 2025 through December 31, 2025 were not material. Pro forma revenues and operating results for 2025 were not material.
Other Bausch + Lomb Acquisitions
During November 2025, Bausch + Lomb completed
two
acquisitions which were accounted for as business combinations under the acquisition method of accounting. The aggregate cash consideration of approximately $
33
million was allocated to the assets acquired and liabilities assumed and included $
30
million of goodwill, in the aggregate.
Acquisition of Whitecap Biosciences
During January 2025, Bausch + Lomb, through an affiliate, acquired Whitecap Biosciences, LLC (“Whitecap Biosciences”) for an upfront payment of approximately $
28
million and potential future milestone and royalty payments. Bausch + Lomb accounted for the transaction as an asset acquisition and expensed the upfront payment of approximately $
28
million as acquired IPR&D costs, as included within Other expense (income), net on the Condensed Consolidated Statements of Operations. In July 2026, Bausch + Lomb announced that the Phase 2 study regarding Whitecap Biosciences’ glaucoma neuroprotective candidate did not meet its primary endpoint, and as such will no longer advance this program, and instead, will now focus solely on (in respect of Whitecap Biosciences) developing the first small-molecule sustained-release implant for geographic atrophy.
5.
RESTRUCTURING, INTEGRATION AND SEPARATION COSTS
Restructuring and Integration Costs
The Company evaluates opportunities to improve its operating results and implement cost savings programs to streamline its operations and eliminate redundant processes and expenses. Restructuring and integration costs are expenses associated with the implementation of these cost savings programs and include expenses associated with: (i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives.
The Company incurred $
22
million and $
32
million of restructuring and integration costs during the six months ended June 30, 2026 and 2025, respectively, which primarily consist of employee severance costs.
Separation Costs and Separation-related Costs
The Company has incurred, and may incur, costs associated with activities relating to the B+L Separation. These B+L Separation activities include separating the Bausch + Lomb business from the remainder of the Company. Separation costs are incremental costs directly related to the B+L Separation and may include, but are not limited to legal, audit and advisory fees. Separation costs included in Restructuring, integration and separation costs for the six months ended June 30, 2026 and 2025 were
not
material.
The Company has incurred, and may incur, incremental costs with respect to the B+L Separation. These separation-related costs include, but are not limited to rebranding costs, advisory fees and costs associated with facility relocation and/or modification. Included in Selling, general and administrative expenses for the six months ended June 30, 2026 and 2025 are separation-related costs of $
2
million and $
7
million, respectively.
The extent and timing of future charges of these costs to complete the B+L Separation cannot be reasonably estimated at this time and could be material.
6.
FAIR VALUE MEASUREMENTS
Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:
•
Level 1 — Quoted prices in active markets for identical assets or liabilities;
•
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•
Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using discounted cash flow methodologies, pricing models, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
9
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis:
June 30, 2026
December 31, 2025
(in millions)
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents
$
934
$
924
$
10
$
—
$
587
$
574
$
13
$
—
Restricted cash
$
13
$
13
$
—
$
—
$
16
$
16
$
—
$
—
Cross-currency swaps
$
3
$
—
$
3
$
—
$
5
$
—
$
5
$
—
Foreign currency exchange contracts
$
1
$
—
$
1
$
—
$
1
$
—
$
1
$
—
Liabilities:
Acquisition-related contingent consideration
$
293
$
—
$
—
$
293
$
292
$
—
$
—
$
292
Cross-currency swaps
$
136
$
—
$
136
$
—
$
158
$
—
$
158
$
—
Foreign currency exchange contracts
$
2
$
—
$
2
$
—
$
5
$
—
$
5
$
—
Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of
three months
or less when purchased, and are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature. Cash, cash equivalents and restricted cash as presented in the Condensed Consolidated Balance Sheet as of June 30, 2026 includes $
378
million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb. Cash held by Bausch + Lomb legal entities and any future cash from the operating, investing and financing activities of Bausch + Lomb is expected to be retained by Bausch + Lomb entities and is generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders.
There were no transfers into or out of Level 3 assets or liabilities during the six months ended June 30, 2026.
Cross-currency Swaps
Bausch + Lomb enters into cross-currency swaps to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements from fluctuation in exchange rates. The euro-denominated net investment being hedged is Bausch + Lomb’s investment in certain Bausch + Lomb euro-denominated subsidiaries. As of June 30, 2026, these swaps had an aggregate notional value of $
1,000
million.
The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 are as follows:
(in millions)
June 30,
2026
December 31,
2025
Other non-current liabilities
$
(
136
)
$
(
158
)
Prepaid expenses and other current assets
$
3
$
5
Net fair value
$
(
133
)
$
(
153
)
10
The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive income (loss) and the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30,
Six Months Ended June 30,
(in millions)
2026
2025
2026
2025
Gain (loss) recognized in Other comprehensive income (loss)
$
2
$
(
92
)
$
22
$
(
128
)
Gain excluded from assessment of hedge effectiveness
$
1
$
3
$
4
$
6
Location of gain of excluded component
Interest Expense
Interest Expense
No portion of the cross-currency swaps were ineffective for the six months ended June 30, 2026 and 2025. During the six months ended June 30, 2026 and 2025, the Company received $
5
million and $
6
million, respectively, in interest settlements, which are reported as investing activities in the Condensed Consolidated Statements of Cash Flows.
Foreign Currency Exchange Contracts
The Company’s foreign currency exchange contracts are remeasured at each reporting date to reflect changes in their fair values determined using forward rates, which are observable market inputs, multiplied by the notional amount. The Company’s foreign currency exchange contracts are economically hedging the foreign exchange exposure on certain of the Company’s intercompany balances. As of June 30, 2026, the Company’s outstanding foreign currency exchange contracts had an aggregate notional amount of $
601
million.
The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 are as follows:
(in millions)
June 30,
2026
December 31,
2025
Accrued and other current liabilities
$
(
2
)
$
(
5
)
Prepaid expenses and other current assets
$
1
$
1
Net fair value
$
(
1
)
$
(
4
)
The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30,
Six Months Ended
June 30,
(in millions)
2026
2025
2026
2025
Gain (loss) related to changes in fair value
$
1
$
(
4
)
$
2
$
(
9
)
Loss related to settlements
$
(
6
)
$
(
11
)
$
(
11
)
$
(
13
)
Acquisition-related Contingent Consideration Obligations
The fair value measurement of contingent consideration obligations arising from business combinations is determined via a probability-weighted discounted cash flow analysis, using unobservable (Level 3) inputs. These inputs may include: (i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows. Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement. At June 30, 2026, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from
6
% to
27
%, and a weighted average risk-adjusted discount rate of
8
%. The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at June 30, 2026.
11
The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2026 and 2025:
June 30,
(in millions)
2026
2025
Balance, beginning of period
$
292
$
359
Adjustments to Acquisition-related contingent consideration:
Accretion for the time value of money
$
12
$
14
Fair value adjustments due to changes in estimates of future payments
6
(
54
)
Acquisition-related contingent consideration (Note 4)
18
(
40
)
Additions
2
—
Payments/Settlements
(
19
)
(
16
)
Balance, end of period
293
303
Current portion included in Accrued and other current liabilities
83
39
Non-current portion included in Other non-current liabilities
$
210
$
264
Fair Value of Long-term Debt
The fair value of long-term debt as of June 30, 2026 and December 31, 2025 was $
19,275
million and $
19,626
million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2).
7.
INVENTORIES
Inventories, net consist of:
(in millions)
June 30,
2026
December 31,
2025
Raw materials
$
548
$
564
Work in process
96
102
Finished goods
958
963
$
1,602
$
1,629
8.
INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The major components of intangible assets consist of:
June 30, 2026
December 31, 2025
(in millions)
Gross
Carrying
Amount
Accumulated
Amortization
and
Impairments
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
and
Impairments
Net
Carrying
Amount
Finite-lived intangible assets:
Product brands
$
22,487
$
(
20,338
)
$
2,149
$
22,534
$
(
19,981
)
$
2,553
Corporate brands
1,002
(
828
)
174
1,003
(
789
)
214
Product rights/patents
3,264
(
3,248
)
16
3,271
(
3,253
)
18
Partner relationships, technology and other
437
(
395
)
42
445
(
385
)
60
Total finite-lived intangible assets
27,190
(
24,809
)
2,381
27,253
(
24,408
)
2,845
Acquired IPR&D
100
—
100
100
—
100
B&L Trademark
1,698
—
1,698
1,698
—
1,698
$
28,988
$
(
24,809
)
$
4,179
$
29,051
$
(
24,408
)
$
4,643
Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment charges associated with these assets are included in Other expense (income), net in the Condensed Consolidated Statements of Operations. The Company continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are
12
present. The Company estimates the fair values of long-lived assets with finite lives using an undiscounted cash flow model which utilizes Level 3 unobservable inputs. The undiscounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, selling, general and administrative expenses and research and development expenses.
Asset impairments for the three and six months ended June 30, 2026 were approximately $
9
million related to a change in the future forecasted revenue of a certain product. There were no asset impairments for the three and six months ended June 30, 2025.
Xifaxan
®
intangible assets included in the unaudited Condensed Consolidated Balance Sheets had a carrying value of $
808
million and an estimated remaining useful life of
18
months as of June 30, 2026. The Company has filed lawsuits against third-party generic manufacturers that have sent the Company Notices of Paragraph IV Certification for Xifaxan
®
. See “Xifaxan
®
Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS”.
It is possible that the Xifaxan
®
Generics Litigation and other potential future developments: (i) may adversely impact the estimated future cash flows associated with these products, which could result in an impairment of the value of these intangible assets in one or more future periods and (ii) may result in shortened useful lives of the Xifaxan
®
intangible assets, which would increase amortization expense in future periods. Any such impairment or shortening of the useful lives of Xifaxan
®
could be material to the results of operations of the Company in the period or periods in which they were to occur.
Estimated amortization expense of finite-lived intangible assets for the remainder of 2026 and each of the five succeeding years ending December 31 and thereafter is as follows:
(in millions)
Remainder of 2026
2027
2028
2029
2030
2031
Thereafter
Total
Amortization
$
450
$
849
$
246
$
228
$
223
$
213
$
172
$
2,381
Goodwill
The changes in the carrying amounts of goodwill during the six months ended June 30, 2026 and the year ended December 31, 2025 were as follows:
(in millions)
Salix
International
Solta Medical
Diversified
Bausch + Lomb
Total
Balance, January 1, 2025
$
3,159
$
792
$
115
$
1,759
$
5,262
$
11,087
Additions
—
—
22
—
97
119
Impairment
—
—
—
(
145
)
—
(
145
)
Goodwill reclassified to assets held for sale
—
(
4
)
—
—
—
(
4
)
Foreign exchange and other
—
109
—
(
33
)
138
214
Balance, December 31, 2025
3,159
897
137
1,581
5,497
11,271
Additions
—
—
1
—
4
5
Impairment
(
1,426
)
—
—
—
—
(
1,426
)
Foreign exchange and other
—
(
19
)
1
—
(
39
)
(
57
)
Balance, June 30, 2026
$
1,733
$
878
$
139
$
1,581
$
5,462
$
9,793
Goodwill is not amortized but is tested for impairment at least annually on October 1st at the reporting unit level. A reporting unit is the same as, or one level below, an operating segment. The Company performs its annual impairment test by first assessing qualitative factors. Where the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative fair value test is performed for that reporting unit (Step 1).
June 30, 2025 Interim Assessment
As part of its interim goodwill impairment assessment, the Company considered among other matters, the decline in the market capitalization of Bausch + Lomb during the period October 1, 2024 (the last time goodwill was tested for all reporting units) through June 30, 2025. The length and lack of recovery from this decline in market capitalization, in comparison to the performance of the overall equity markets was sufficient to suggest that the decline in market capitalization could be an indicator that the fair value of a reporting unit or units of its Bausch + Lomb segment could be less than their carrying amounts.
The quantitative fair value tests utilized Bausch + Lomb’s most recent cash flow projections for each of its reporting units which reflected current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of
3.0
% and discount rates ranging from
10.00
% to
11.50
%, in estimation of the fair value of the
13
reporting units. After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than
25
%, and, therefore, there was
no
impairment to goodwill.
2025 Annual Impairment Test
The Company performed its annual goodwill impairment test as of October 1, 2025. Given the current market conditions and trends in business performance of the Salix, Neuroscience and Generics reporting units and there being limited or no headroom resulting from the previous quantitative assessments for these reporting units, the Company elected to perform separate quantitative fair value tests for each of these reporting units. For the Company’s remaining reporting units, the Company conducted its annual goodwill impairment test as of October 1, 2025, by first assessing qualitative factors. Based on its qualitative assessment as of October 1, 2025, management believed that it was more likely than not that the carrying amounts of its remaining reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for the remaining reporting units was not required.
Salix
The quantitative fair value test for the Salix reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of
2.50
% and a discount rate of
9.75
% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the Salix reporting unit exceeded its carrying value and therefore, there was
no
impairment to goodwill. As of December 31, 2025, the Salix reporting unit had remaining goodwill of $
3,159
million.
Neuroscience
The quantitative fair value test for the Neuroscience reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect current market conditions and current trends in business performance. The quantitative assessment utilized a long-term growth rate of -
2.50
% and a discount rate of
9.75
% in the estimation of the reporting unit’s fair value. After completing the testing, the fair value of the Neuroscience reporting unit exceeded its carrying value by approximately
100
%, and therefore, there was
no
impairment to goodwill. As of December 31, 2025, the Neuroscience reporting unit had remaining goodwill of $
1,170
million.
Generics
The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect shifting market dynamics which led to increased competition within the generic pharmaceuticals market, affecting both pricing and potential market share. The Company expects these dynamics to intensify in the future and therefore revised its long‑term forecasts, including for the sale of Company-branded products upon loss of exclusivity, to reflect these developments. The quantitative assessment utilized a discount rate of
8.75
% in the estimation of the reporting unit’s fair value. Based on the quantitative fair value test, the carrying value of the Generics reporting unit exceeded its fair value as of October 1, 2025, and the Company recognized a goodwill impairment of $
145
million. As of December 31, 2025, the Generics reporting unit had remaining goodwill of $
82
million.
December 31, 2025
During the period October 1, 2025 through December 31, 2025, the Company continued to monitor the market conditions and trends in business performance for all its reporting units and determined that no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.
2026 Interim Assessment
Salix
In January 2026, the Company received the results for the double-blind Phase 3 clinical trials for two global RED-C clinical programs evaluating its rifaximin soluble solid dispersion formulation, designed to prevent overt hepatic encephalopathy and related complications in patients with early-stage liver cirrhosis. While safe and well-tolerated, both clinical trials failed to achieve their primary endpoints. The Company performed a quantitative goodwill analysis for the Salix reporting unit using revised forecasts, an updated discount rate of
9.50
%, and a new long-term growth rate that reflect the impact of the Phase 3 clinical trial results. Based on the quantitative fair value test, the carrying value of the Salix reporting unit exceeded its fair value as of January 22, 2026, and the Company recognized a goodwill impairment of $
1,426
million. As of June 30, 2026, the Salix reporting unit had remaining goodwill of $
1,733
million.
During the six months ended June 30, 2026, no other events occurred, or circumstances changed that would indicate that the fair value of any of the Company’s reporting units, other than the Salix reporting unit might be below its carrying value.
14
However, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future, and any such charges could be material.
Accumulated goodwill impairment charges through June 30, 2026 were $
7,068
million.
9.
ACCRUED AND OTHER CURRENT LIABILITIES
Accrued and other current liabilities consist of:
(in millions)
June 30,
2026
December 31,
2025
Product rebates
$
1,205
$
1,321
Employee compensation and benefit costs
362
385
Product returns
359
348
Interest
262
253
Income taxes payable
49
38
Legal matters and related fees
18
178
Other
815
821
$
3,070
$
3,344
15
10.
FINANCING ARRANGEMENTS
Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following:
June 30, 2026
December 31, 2025
(in millions)
Maturity
Principal Amount
Net of Premiums, Discounts and Issuance Costs
Principal Amount
Net of Premiums, Discounts and Issuance Costs
Senior Secured Credit Facilities:
2025 Credit Agreement
2030 Revolving Credit Facility
April 2030
$
—
$
—
$
—
$
—
2030 Term Loan B Facility
October 2030
2,970
2,866
2,985
2,869
B+L Credit Facilities
B+L September 2028 Term Loan B Facility
September 2028
—
—
489
483
B+L 2030 Revolving Credit Facility
June 2030
150
150
100
100
B+L January 2031 Term Loan B Facility
January 2031
—
—
2,313
2,286
B+L January 2031 Refinancing Term Facility
January 2031
2,795
2,766
—
—
Senior Secured Notes:
4.875
% Secured Notes
June 2028
803
800
803
799
11.00
% First Lien Secured Notes
September 2028
888
1,111
888
1,155
14.00
% Second Lien Secured Notes
October 2030
352
556
352
578
10.00
% Secured Notes
April 2032
6,000
6,246
6,000
6,284
B+L Senior Secured Notes:
B+L
8.375
% Secured Notes
October 2028
1,400
1,389
1,400
1,387
B+L January 2031 Secured Notes
January 2031
771
761
792
781
Senior Unsecured Notes:
8.50
%
January 2027
643
643
643
643
7.00
%
January 2028
171
171
171
171
5.00
%
January 2028
433
432
433
432
6.25
%
February 2029
821
818
821
817
5.00
%
February 2029
452
450
452
450
7.25
%
May 2029
336
335
336
335
5.25
%
January 2030
779
775
779
775
5.25
%
February 2031
463
460
463
460
Other
Various
12
12
12
12
Total long-term debt and other
$
20,239
20,741
$
20,232
20,817
Less: Current portion of long-term debt and other
866
225
Non-current portion of long-term debt
$
19,875
$
20,592
Covenant Compliance
The 2025 Senior Secured Credit Facilities (as defined below), the B+L Senior Secured Credit Facilities (as defined below), the indentures that govern the Existing Senior Secured Notes (as defined below), the indenture that governs the 2032 Senior Secured Notes (as defined below) (collectively with the Existing Senior Secured Notes, the “Senior Secured Notes”), the indentures that govern the B+L Senior Secured Notes (as defined below), and the indentures that govern the Senior Unsecured Notes (as defined below) contain (or contained) customary affirmative and negative covenants and specified events of default. These affirmative and negative covenants include (or included), among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of certain of its subsidiaries to: incur or guarantee additional indebtedness; create or permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and amalgamations; transfer and sell certain assets; and engage in transactions with affiliates. The 2030 Revolving Credit Facility (as defined below) and the B+L Term Facilities (as defined below), respectively, contain financial covenants.
16
As of June 30, 2026, the Company was in compliance with its covenants related to its debt obligations. The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements, expects to remain in compliance with its financial maintenance covenants and meet its debt service obligations over that same period.
April 2025 Refinancing Transactions
On April 8, 2025, the Company closed a series of transactions whereby an indirect wholly-owned subsidiary of the Company, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (“126NumberCo”): (i) entered into a credit agreement which provides for new senior secured credit facilities (the “2025 Credit Agreement”) consisting of a
five-year
senior secured revolving credit facility in an amount of $
500
million due April 8, 2030 (the “2030 Revolving Credit Facility”) and a $
3,000
million
5.5
-year senior secured term loan B facility due October 8, 2030 (the “2030 Term Loan B Facility”, and together with the 2030 Revolving Credit Facility, the “2025 Senior Secured Credit Facilities”) and (ii) issued $
4,400
million aggregate principal amount of
10.00
% senior secured notes due April 15, 2032 (the “2032 Senior Secured Notes”) (the “April 2025 Refinancing Transactions”).
The proceeds from the April 2025 Refinancing Transactions were used: (i) to repay in full and terminate the February 2027 Term Loan B Facility (as defined below), (ii) to redeem certain of the Company’s senior notes issued prior to 2025 (the “Existing Senior Notes”) and all
9.00
% Intermediate Holdco Secured Notes (as defined below) listed in the table below (collectively, the “Redeemed Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.
The aggregate principal amounts of the February 2027 Term Loan B Facility repaid in full and terminated and the Redeemed Notes redeemed in connection with the April 2025 Refinancing Transactions are set forth below:
(in millions)
Principal Amount
February 2027 Term Loan B Facility
$
2,156
5.50
% Senior Secured Notes due 2025
1,680
6.125
% Senior Secured Notes due 2027
1,000
5.75
% Senior Secured Notes due 2027
500
9.00
% Intermediate Holdco Secured Notes due 2028
999
9.00
% Senior Unsecured Notes due 2025
535
Total
$
6,870
December 2025 Exchange
In December 2025, the Company and 126NumberCo completed offers to exchange (the “December 2025 Exchange”) $
797
million aggregate principal amount of
4.875
% Senior Secured Notes due in 2028 (the “June 2028 Senior Secured Notes”) and $
886
million aggregate principal amount of
11.00
% First Lien Secured Notes due in 2028 (the “
11.00
% First Lien Secured Notes”) (collectively, the “Exchanged December 2025 Notes”), for $
1,600
million in aggregate principal amount of new
10.00
% Senior Secured Notes due April 2032, which form a single series with the 2032 Senior Secured Notes issued in April 2025. In connection with the December 2025 Exchange,
26,495,472
common shares of Bausch + Lomb were transferred to 126NumberCo, which owns, in the aggregate,
211,963,893
common shares of Bausch + Lomb following such transfer. 126NumberCo is a non-guarantor restricted subsidiary under the indentures that govern the Company’s senior notes issued prior to 2025 (the “Existing Senior Notes”).
The Company performed an assessment of the December 2025 Exchange and determined that it did not meet the criteria to be accounted for as a troubled debt restructuring under ASC 470-60. The December 2025 Exchange was accounted for as a modification of debt, and accordingly the unamortized premium associated with the exchanged
11.00
% First Lien Secured Notes will now be amortized over the remaining term of the newly issued 2032 Senior Secured Notes.
Credit Facilities
2022 Senior Secured Credit Facilities
On June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into a Restatement Agreement to amend its then existing credit agreement pursuant to the Fourth Amended & Restated Credit and Guaranty Agreement, as further amended by the First Incremental Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement, dated as of November 27, 2018.
On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into a Second Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement (the “2022 Amended Credit Agreement”). The 2022 Amended Credit
17
Agreement provided for a revolving credit facility of $
975
million (the “2027 Revolving Credit Facility”) and term loan facilities of original principal amounts of $
2,500
million (the “February 2027 Term Loan B Facility” and together with the 2027 Revolving Credit Facility, the “Existing Senior Secured Credit Facilities”).
During April 2025, the February 2027 Term Loan B Facility was repaid in full, and the Existing Senior Secured Credit Facilities were terminated, in connection with the April 2025 Refinancing Transactions as described above.
The termination of the 2022 Amended Credit Agreement was accounted for as a modification of debt, to the extent the Existing Senior Secured Credit Facilities were replaced with newly issued debt to the same creditor and the present value of the cash flows of the new debt did not exceed
10
% when compared to the original debt terms, and as an extinguishment of debt if: (i) the Existing Senior Secured Credit Facilities were replaced with newly issued debt to a different creditor or in the case of newly issued debt to the same creditor and the present value of the cash flows of the new debt exceeds
10
% when compared to the original debt terms or (ii) the borrowing capacity declined when issuing the 2030 Revolving Credit Facility.
2025 Senior Secured Credit Facilities
Loans under the 2025 Credit Agreement are: (i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including a pledge of
211,963,893
common shares of Bausch + Lomb owned by 126NumberCo (the “Bausch + Lomb Share Collateral”) and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guaranteed the Existing Senior Secured Credit Facilities (the “BHC Existing Credit Agreement Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes and the 2032 Senior Secured Notes and (y) certain subsidiaries that are not BHC Existing Credit Agreement Guarantors, including 1530065 B.C. Ltd. (“153NumberCo”) and each subsidiary of 153NumberCo other than Bausch + Lomb and its subsidiaries (the “NumberCo Loan Guarantors”, and together with the BHC Existing Credit Agreement Guarantors, the “Loan Guarantors”), with such guarantees secured by the assets of the NumberCo Loan Guarantors (including the Bausch + Lomb Share Collateral), subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2032 Senior Secured Notes.
The 2030 Term Loan B Facility will mature on October 8, 2030.
The amortization rate for the 2030 Term Loan B Facility is
1.00
% per annum, or $
30
million, payable in quarterly installments beginning on September 30, 2025. 126NumberCo may direct that prepayments be applied to such amortization payments in order of maturity. Aggregate mandatory quarterly amortization payments for the 2030 Term Loan B Facility will be $
128
million through October 2030.
Borrowings under the 2030 Term Loan B Facility bear interest, with respect to U.S. dollar borrowings, based on 126NumberCo’s election of either (1) an alternate base rate equal to the highest of: (i) the prime rate then in effect, (ii) the greater of the Federal Funds Effective Rate and the overnight bank funding rate (each subject to a
0
% floor), plus
0.500
% and (iii) the Adjusted Term SOFR Rate (as defined in the 2025 Credit Agreement) for a one-month interest period, plus
1.000
%, subject to a
1.000
% floor, plus the Applicable Rate (as defined in the 2025 Credit Agreement) or (2) the Adjusted Term SOFR Rate for the applicable interest period, subject to a
0
% floor, plus the Applicable Rate. The Applicable Rate in connection with a borrowing under the 2030 Term Loan B Facility is
5.25
% per annum for alternate base rate borrowings and
6.25
% per annum for Adjusted Term SOFR Rate borrowings.
The 2030 Revolving Credit Facility will mature on the earlier of April 8, 2030 and the date that is
91
calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company or 126NumberCo in an aggregate principal amount in excess of $
1,000
million. Borrowings under the 2030 Revolving Credit Facility can be made in U.S. dollars, Canadian dollars or euros. As of June 30, 2026, the Company had
no
outstanding borrowings and had $
31
million of issued and outstanding letters of credit on the 2030 Revolving Credit Facility.
Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to U.S. dollar borrowings, based on 126NumberCo’s election of either (1) an alternate base rate equal to the highest of: (i) the prime rate then in effect, (ii) the greater of the Federal Funds Effective Rate and the overnight bank funding rate (each subject to a
0
% floor), plus
0.500
% and (iii) the Adjusted Term SOFR Rate for a one-month interest period (subject to a
0
% floor) plus
1.000
%, plus the Applicable Rate or (2) the Adjusted Term SOFR Rate for the applicable interest period (subject to a
0
% floor), plus the Applicable Rate.
Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Canadian Dollar borrowings, based on 126NumberCo’s election of either (1) the Canadian Overnight Repo Rate Average (“Term CORRA”) plus
0.29547
% for a one month interest period or
0.32138
% for a three-month interest period (subject to a
0
% floor), plus the Applicable Rate or (2) a rate equal to the highest of: (i) the Canadian prime rate then in effect and (ii) the annual rate of interest equal to the sum of the (x) Term CORRA rate plus
0.29547
% and (y)
1.00
% (each subject to a
1.00
% floor), plus the Applicable Rate.
18
Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Euro borrowings, based on the Adjusted EURIBOR Screen Rate (as defined in the 2025 Credit Agreement), subject to a
0
% floor, for any applicable interest period plus the Applicable Rate.
The Applicable Rate with respect to the 2030 Revolving Credit Facility in connection with alternate base rate borrowings, Canadian prime rate loans and swingline loans is
3.25
% and in connection with Adjusted Term SOFR Rate, Adjusted EURIBOR Rate and Adjusted Term CORRA Rate (each as defined in the 2025 Credit Agreement) loans is
4.25
%; provided that, in connection with any borrowing, the Applicable Rate is subject to
two
0.250
% step-downs subject to compliance with a Blended First Lien Leverage Ratio
(as defined in the 2025 Credit Agreement) of equal to or less than
2.6
:1.00 and equal to or less than
2.1
:1.00, respectively. In addition, 126NumberCo is required to pay commitment fees of
0.50
% per annum in respect of the unutilized commitments (but in the case of swingline loans, whether utilized or unutilized) under the 2030 Revolving Credit Facility, payable quarterly in arrears, subject to
two
0.125
% step-downs subject to compliance with a Blended First Lien Leverage Ratio
of equal to or less than
2.6
:1.00 and equal to or less than
2.1
:1.00, respectively. 126NumberCo is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the Applicable Rate in connection with Adjusted Term SOFR Rate loans, Adjusted EURIBOR Rate loans and Adjusted Term CORRA Rate loans under the 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees (not to exceed
0.125
% per annum) for the issuance of letters of credit and agency fees.
126NumberCo is permitted to voluntarily prepay outstanding loans under the 2030 Term Loan B Facility, in whole or in part, without premium or penalty subject to customary “breakage” costs. The 2030 Term Loan B Facility includes a
100
% net cash proceeds sweep, on a pro rata basis with obligations under the 2032 Senior Secured Notes, in connection with (i) the receipt of net cash proceeds from the sale or disposition of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $
50
million, (iii) incurrence of indebtedness that is not otherwise permitted, (iv) certain asset sales or other dispositions of any property of the Company or its restricted subsidiaries and certain casualty or condemnation events in each case, in excess of $
100
million in any fiscal year (subject to reinvestment rights and with any prepayments to be shared ratably with the
11.00
% First Lien Secured Notes due September 2028, the
4.875
% First Lien Secured Notes due June 2028 and the 2032 Senior Secured Notes) and (v) cash of 126NumberCo from payments under certain intercompany obligations after funding principal and interest payments (including for the subsequent six months) under the 2025 Credit Agreement and the 2032 Senior Secured Notes.
The 2025 Credit Agreement provided for an accordion feature that allowed 126NumberCo, prior to December 31, 2025, to incur incremental equivalent debt in an aggregate amount not to exceed $
1,600
million. The incurrence of such incremental term loan facilities or incremental equivalent debt was subject to certain conditions, including that a specified amount of Bausch + Lomb shares are added to the Bausch + Lomb Share Collateral based on the amount of such incremental term loan facilities or incremental equivalent debt incurred. Pursuant to the December 2025 Exchange described above, 126NumberCo issued $
1,600
million of such incremental equivalent debt in the form of new 2032 Senior Secured Notes. In addition, the Company, 126NumberCo and the guarantors are permitted to incur junior indebtedness in an amount such that after giving effect to the incurrence of any such debt, the Company would be in compliance, on a pro forma basis after giving effect to such incurrence of such indebtedness, with either a (i) Fixed Charge Coverage Ratio (as defined in the 2025 Credit Agreement) that is no less than
2.00
to 1.00 or (ii) Total Leverage Ratio (as defined in the 2025 Credit Agreement) that is no greater than
6.50
to 1.00, provided that, in each case, the terms of such junior indebtedness are not materially more favorable than the terms of the 2025 Senior Secured Credit Facilities, the weighted average life to maturity of such junior indebtedness is not shorter than the remaining weighted average life to maturity of any term loans outstanding, and the final maturity date of such junior indebtedness is no earlier than
91
days after the Latest Maturity Date (as defined in the 2025 Credit Agreement) then in effect.
The 2030 Revolving Credit Facility contains financial maintenance covenants that require the Company to maintain (1) a Blended First Lien Leverage Ratio of not greater than (i)
4.25
:1.00, prior to the Covenant Step Up Date (as defined in the 2025 Credit Agreement) and (ii)
5.75
:1.00 on and after such date and (2) minimum liquidity of not less than $
400
million on and after the Covenant Step Up Date.
Bausch + Lomb Senior Secured Credit Facilities
and Notes
On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Original Credit Agreement”), providing for a term loan of $
2,500
million (the “B+L May 2027 Term Loan B Facility”) and a revolving credit facility of $
500
million (the “B+L May 2027 Revolving Credit Facility”).
19
On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility in the form of an incremental amendment (the “B+L September 2023 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowings of $
500
million in new term B loans with a
five-year
term to maturity (the “B+L September 2028 Term Loan B Facility”). In addition, on September 29, 2023, Bausch + Lomb also issued $
1,400
million aggregate principal amount of
8.375
% Senior Secured Notes due October 2028 (the “B+L October 2028 Senior Secured Notes”).
On November 1, 2024, Bausch + Lomb entered into an additional incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility. This incremental term loan facility was entered into in the form of an incremental amendment (the “B+L November 2024 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowing $
400
million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility”).
On June 26, 2025, Bausch + Lomb entered into an incremental amendment to its credit agreement (the “B+L June 2025 Credit Facility Amendment”), which consisted of a new $
800
million revolving credit facility maturing June 26, 2030 (the “B+L 2030 Revolving Credit Facility”) and a new $
2,325
million term B loan facility maturing January 15, 2031 (the “B+L January 2031 Term Loan B Facility”). In addition, Bausch + Lomb’s subsidiaries, Bausch + Lomb Netherlands B.V. and Bausch & Lomb Incorporated, issued €
675
million aggregate principal amount of Senior Secured Floating Rate Notes due January 2031 (the “B+L January 2031 Secured Notes” and, together with the B+L October 2028 Senior Secured Notes, the “B+L Secured Notes”). The B+L January 2031 Secured Notes accrue interest at a rate per annum of: (i) three-month EURIBOR (subject to a
0
% floor) plus (ii)
3.875
%, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2026. At June 30, 2026, the B+L January 2031 Secured Notes bore interest at
6.08
% per annum.
The proceeds from the B+L January 2031 Secured Notes along with the proceeds of the B+L January 2031 Term Loan B Facility were used by Bausch + Lomb to: (i) repay in full borrowings under the B+L May 2027 Revolving Credit Facility, (ii) refinance, in full, its outstanding term loans due 2027 and (iii) pay related fees and expenses (these transactions together, the “B+L 2025 Refinancing Activity”).
In January 2026, Bausch + Lomb entered into a refinancing transaction amendment (the “Bausch + Lomb January 2026 Credit Facility Amendment”; the B+L Original Credit Agreement, as amended by the B+L September 2023 Credit Facility Amendment, the B+L November 2024 Credit Facility Amendment, the B+L June 2025 Credit Facility Amendment and the B+L January 2026 Credit Facility Amendment, the “B+L Amended Credit Agreement”) providing for a new $
2,802
million term loan facility maturing on January 15, 2031 (the “B+L January 2031 Refinancing Term Facility” or the “B+L Term Facilities”; the B+L Term Facilities, together with the B+L 2030 Revolving Credit Facility, the “B+L Senior Secured Credit Facilities”). The proceeds from the B+L January 2031 Refinancing Term Facility were used to refinance, in full, the B+L September 2028 Term Loan B Facility and the B+L January 2031 Term Loan B Facility.
The B+L Senior Secured Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions. The B+L Term Facilities are denominated in U.S. dollars, and borrowings under the B+L 2030 Revolving Credit Facility may be made available in U.S. dollars, euros, pounds sterling and Canadian dollars. As of June 30, 2026, the principal amounts outstanding under the B+L January 2031 Refinancing Term Facility were $
2,795
million.
As of June 30, 2026, Bausch + Lomb had $
150
million of outstanding borrowings, $
32
million of issued and outstanding letters of credit and remaining availability, subject to certain customary conditions, of $
618
million under the B+L 2030 Revolving Credit Facility. The stated rate of interest for borrowings under the B+L 2030 Revolving Credit Facility as of June 30, 2026 ranges from
6.36
% to
6.40
% per annum.
Borrowings under the B+L 2030 Revolving Credit Facility in: (i) U.S. dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a term SOFR-based rate or (b) a U.S. dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either: (a) a term CORRA-based rate or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to EURIBOR and (iv) pounds sterling bear interest at a rate per annum equal to SONIA, in each case, plus an applicable margin. The applicable interest rate margins for borrowings under the B+L 2030 Revolving Credit Facility are between
0.75
% to
1.75
% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between
1.75
% to
2.75
% with respect to SOFR, CORRA, EURIBOR or SONIA borrowings based on Bausch + Lomb’s total net leverage ratio. In addition, Bausch + Lomb is required to pay commitment fees of
0.25
% per annum in respect of the unutilized commitments under the B+L 2030 Revolving Credit Facility, payable quarterly in arrears. Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the B+L 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees.
20
Borrowings under the B+L January 2031 Refinancing Term Facility bear interest at a rate per annum equal to, at the option of B+L, either: (i) a term SOFR-based rate, plus an applicable margin of
3.75
%, or (ii) a U.S. dollar base rate, plus an applicable margin of
2.75
%. The stated rate of interest under the B+L January 2031 Refinancing Term Facility at June 30, 2026 was
7.39
% per annum.
Subject to certain exceptions and customary baskets set forth in the B+L Amended Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the B+L Term Facilities under certain circumstances, including from: (i)
100
% of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold), (ii)
100
% of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Amended Credit Agreement), (iii)
50
% of Excess Cash Flow (as defined in the B+L Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv)
100
% of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold). These mandatory prepayments may be used to satisfy future amortization.
The amortization rate for the B+L January 2031 Refinancing Term Facility is
1.00
% per annum, or $
28
million, payable in quarterly installments, with the first installment to be paid on June 30, 2026. Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity. As of June 30, 2026, the remaining mandatory quarterly amortization payments for the B+L January 2031 Refinancing Term Facility were $
126
million through December 2030, with the remaining term loan balance being due in January 2031.
Senior Secured Notes
2032 Senior Secured Notes
The 2032 Senior Secured Notes have a stated interest rate of
10.00
%, payable semi-annually in arrears on each of April 15 and October 15. The 2032 Senior Secured Notes are: (i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including the Bausch + Lomb Share Collateral and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Existing Senior Notes (the “BHC Existing Note Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes (as defined below) and the 2025 Credit Agreement and (y) certain subsidiaries of the Company that do not guarantee the Existing Senior Notes (the “NumberCo Note Guarantors”), with such guarantees secured by the assets of the NumberCo Note Guarantors (including the Bausch + Lomb Share Collateral), subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2025 Credit Agreement.
The 2032 Senior Secured Notes are redeemable at the option of 126NumberCo, in whole or in part, at any time on or after April 15, 2028, at the redemption prices set forth in the indenture that governs the 2032 Senior Secured Notes. Prior to April 15, 2028, 126NumberCo may redeem all or a portion of the 2032 Senior Secured Notes at a price equal to
100
% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium.
The 2032 Senior Secured Notes are subject to mandatory redemption upon: (i) the receipt of net cash proceeds from the sale of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $
50
million or (iii) the receipt of funds from any repayment of principal on certain intercompany obligations.
Upon the occurrence of a change of control (as defined in the indenture that governs the 2032 Senior Secured Notes), holders of 2032 Senior Secured Notes may require 126NumberCo to repurchase such holder’s notes, in whole or in part, at a purchase price equal to
101
% of the principal amount.
Existing Senior Secured Notes
The June 2028 Senior Secured Notes and
11.00
% First Lien Secured Notes (collectively, the “Existing Senior Secured Notes”) are guaranteed by the BHC Existing Note Guarantors. 126NumberCo and its direct parent, 153NumberCo are non-guarantor restricted subsidiaries with respect to the Existing Senior Secured Notes.
21
The Existing Senior Secured Notes and their related guarantees rank equally in right of payment with all existing and future unsubordinated indebtedness and rank senior to any future subordinated indebtedness of both the Company and the BHC Existing Note Guarantors. Additionally, the Existing Senior Secured Notes and their guarantees are effectively pari passu with any existing and future indebtedness of the Company and the BHC Existing Note Guarantors that is secured by a first-priority lien on the same collateral. They are effectively senior to any unsecured indebtedness, including the Company’s senior unsecured notes (the “Senior Unsecured Notes”), or indebtedness secured by junior liens, in each case to the extent of the value of the collateral securing the Existing Senior Secured Notes. Furthermore, the Existing Senior Secured Notes are structurally subordinated to: (i) all liabilities of the Company’s subsidiaries that do not guarantee the Existing Senior Secured Notes (including 153NumberCo and its subsidiary, 126NumberCo) and (ii) any of the Company’s debt that is secured by assets not included in the collateral package (such as the Bausch + Lomb Share Collateral).
Upon the occurrence of a change of control (as defined in the indentures that govern the Existing Senior Secured Notes), holders of the Existing Senior Secured Notes may require the Company to repurchase such holder’s Existing Senior Secured Notes, in whole or in part, at a purchase price equal to
101
% of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date applicable to the Existing Senior Secured Notes.
In connection with the issuance of the 2032 Senior Secured Notes, in 2025, the Company capitalized $
64
million of payments made to third parties. These capitalized costs are being amortized as interest expense over the remaining term of the 2032 Senior Secured Notes.
Senior Unsecured Notes
The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Existing Senior Secured Notes. The Senior Unsecured Notes issued by Bausch Health Americas, Inc. (“BHA”) are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Existing Senior Secured Notes. Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes. 126NumberCo and 153NumberCo are non-guarantor restricted subsidiaries with respect to the Senior Unsecured Notes.
On November 29, 2022, the Company designated 126NumberCo as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s debt documents. In connection therewith, all of the subsidiaries of 126NumberCo, including Bausch + Lomb and its subsidiaries, became unrestricted subsidiaries of the Company and, as a result, are not subject to the covenants under the Bausch Health debt documents, and the earnings and net debt of Bausch + Lomb, as defined in the relevant debt documents, are also not included in the calculation of the Company’s financial maintenance covenant. In March 2025, in connection with the April 2025 Refinancing Transactions, 126NumberCo was re-designated as a restricted subsidiary of the Company, however, Bausch + Lomb and its subsidiaries continue to be unrestricted subsidiaries of the Company. As of June 30, 2026, 126NumberCo, directly or indirectly, held approximately
87
% of the issued and outstanding shares of Bausch + Lomb.
Upon the occurrence of a change in control (as defined in the indentures that govern the Senior Unsecured Notes), holders of the Senior Unsecured Notes may require the Company or BHA, as applicable, to repurchase such holder’s Senior Unsecured Notes, in whole or in part, at a purchase price equal to
101
% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date applicable to the Senior Unsecured Notes.
In August 2025, the Company repurchased and retired its outstanding
9.25
% Senior Unsecured Notes with an aggregate par value of approximately $
602
million using cash on hand, for an aggregate cost of approximately $
601
million (the “August 2025 Repurchase Activity”).
2022 Exchange
On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “2022 Exchange”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $
5,594
million for $
3,125
million in aggregate principal balance of newly issued secured notes (the “2022 Secured Notes”), a reduction of outstanding principal of $
2,469
million.
The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under ASC 470-60. As a result of the application of this accounting, the difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.
As of June 30, 2026, the remaining premium on the 2022 Secured Notes was $
427
million, which is being reduced as contractual interest payments are made on the 2022 Secured Notes. During the six months ended June 30, 2026 and 2025, the
22
Company made contractual interest payments of $
73
million and $
184
million, respectively, related to the 2022 Secured Notes, of which $
66
million and $
164
million, respectively, was recorded as a reduction of the premium.
On April 8, 2025, in connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the
9.00
% Intermediate Holdco Secured Notes. The redemption of the
9.00
% Intermediate Holdco Secured Notes was accounted for as an extinguishment of debt and the Company incurred a gain on extinguishment of debt of $
226
million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value (which represents the write-off of the unamortized premium).
In connection with the December 2025 Exchange (as detailed above), the Company exchanged $
886
million in aggregate principal amount of
11.00
% First Lien Secured Notes with unamortized premiums of $
263
million for $
903
million of aggregate principal amount of 2032 Senior Secured Notes. This exchange was accounted for as a modification of debt, and accordingly the unamortized premium associated with the exchanged
11.00
% First Lien Secured Notes will now be amortized over the remaining term of the newly issued 2032 Senior Secured Notes. As of June 30, 2026, the remaining premium on the 2032 Senior Secured Notes was $
301
million, which is being reduced as contractual interest payments are made on the 2032 Senior Secured Notes. During the six months ended June 30, 2026, the Company made contractual interest payments of $
300
million related to the 2032 Senior Secured Notes, of which $
47
million was recorded as a reduction of the premium.
Weighted Average Stated Rate of Interest
The weighted average stated rate of interest for the Company’s outstanding debt obligations as of June 30, 2026 and December 31, 2025 was
8.46
% and
8.54
%, respectively. Due to the accounting treatment for the 2022 Secured Notes, interest expense in the Company’s financial statements will not be representative of the weighted average stated rate of interest.
Maturities
Maturities of debt obligations for the remainder of 2026, the five succeeding years ending December 31 and thereafter are as follows:
(in millions)
Remainder of 2026
$
29
2027
701
2028
3,766
2029
1,667
2030
4,173
2031
3,903
Thereafter
6,000
Total debt obligations
20,239
Unamortized premiums, discounts and issuance costs
502
Total long-term debt and other
$
20,741
The Company regularly evaluates market conditions, its liquidity profile and available financing alternatives, and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings or other monetization of a portion of its holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage its debt maturities and improve its capital structure and liquidity.
Other Financing Arrangements
In January 2026, Bausch + Lomb entered into a financing arrangement, that permits it, subject to certain conditions, to sell certain receivables to a third-party financial institution, potentially accelerating access to cash and reducing credit risk. Transactions under this financing arrangement are accounted for as true sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables derecognized from Bausch + Lomb’s Condensed Consolidated Balance Sheets. The cash received from the financial institution is reported within Operating Activities in the Condensed Consolidated Statements of Cash Flows.
During the six months ended June 30, 2026, Bausch + Lomb received cash proceeds of $
26
million from the sales of receivables under this financing arrangement. As of June 30, 2026, these receivables were collected and remitted to the financial institution. The costs related to these transactions were not material.
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11.
SHARE-BASED COMPENSATION
Bausch Health’s Long-Term Incentive Plan
In May 2014, shareholders approved Bausch Health’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which has been amended from time to time to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan. Effective May 14, 2024, Bausch Health further amended and restated the 2014 Plan, as subsequently amended and restated (the “Amended and Restated 2014 Plan”).
Approximately
15,339,000
common shares were available for future grants as of June 30, 2026. The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.
Bausch Health has a long-term incentive program with the objective of aligning the share-based awards granted to senior management with the Company’s focus on generating operating cash flow while maintaining focus on improving total shareholder return (“TSR”) over the long-term. The share-based awards granted under this long-term incentive program may consist of time-based stock options, time-based restricted stock units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that vest upon: (i) the attainment of certain targets that are based on the Company’s adjusted operating cash flow with a relative TSR modifier or (ii) the attainment of certain targets that are based on the Company’s adjusted unlevered free cash flow with a relative TSR modifier.
Bausch + Lomb Long-Term Incentive Plan
Prior to May 5, 2022, Bausch + Lomb participated in Bausch Health’s long-term incentive program. Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as subsequently amended and restated, the “B+L Plan”) and a total of
28,000,000
common shares of Bausch + Lomb were originally authorized for issuance under the B+L Plan. The B+L Plan was amended and restated effective April 24, 2023, and further amended and restated on May 29, 2024, resulting in an aggregate
52,000,000
common shares of Bausch + Lomb authorized for issuance under the B+L Plan.
The B+L Plan provides for the grant of various types of awards including RSUs, restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards. Under the B+L Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock options have a term of
ten years
and a
three-year
vesting period, subject to limited exceptions.
The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs (“PSUs”). The PSUs are comprised of awards that vest upon: (i) achievement of certain share price appreciation conditions, including absolute and relative TSR (the “TSR PSUs”), (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth (the “Organic Revenue Growth PSUs”), (iii) outperformance of performance goals, based on the level of achievement of: (a) a revenue metric (measured for fiscal year 2026) and (b) relative TSR metric (if applicable) and (iv) attainment of certain performance targets (measured for fiscal year 2028) that are based on Bausch + Lomb’s adjusted earnings before interest, taxes, depreciation and amortization (the “Adjusted EBITDA PSUs”). If Bausch + Lomb’s performance is below a specified performance level, no common shares will be paid. Each vested PSU represents the right of a holder to receive a number of Bausch + Lomb’s common shares up to a specified maximum.
Approximately
6,900,000
Bausch + Lomb common shares were available for future grants as of June 30, 2026. Bausch + Lomb uses reserved and unissued common shares to satisfy its oblig