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Item 2 — Management's Discussion and Analysis
Bausch Health Companies Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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INTRODUCTION
Unless the context otherwise indicates, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “us,” “our,” “the Company,” “Bausch Health,” and similar terms refer to Bausch Health Companies Inc. and its subsidiaries, taken together. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited interim Condensed Consolidated Financial Statements and the related notes (the “Financial Statements”) included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (this “Form 10-Q”). The matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain certain forward-looking statements within the meaning of Section 27A of The Securities Act of 1933, as amended, and Section 21E of The Securities Exchange Act of 1934, as amended, and that may be forward-looking information within the meaning 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, expected to become effective in 2027, for Xifaxan® 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations are not exhaustive and should not be considered a complete statement of 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations or to reflect actual outcomes, except as required by law.
Our accompanying unaudited interim Condensed Consolidated Financial Statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial statements, and should be read in conjunction with our Consolidated Financial Statements for the year ended December 31, 2025, which were included in our Annual Report on Form 10-K. In our opinion, the unaudited interim Condensed Consolidated Financial Statements reflect all adjustments,
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consisting of normal and recurring adjustments, necessary for a fair statement of the financial condition, results of operations and cash flows for the periods indicated. Additional company information is available on SEDAR+ at www.sedarplus.ca and on the SEC website at www.sec.gov. All currency amounts are expressed in U.S. dollars, unless otherwise noted. Certain defined terms used herein have the meaning ascribed to them in the Financial Statements.
OVERVIEW
We are 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 our 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. Our products are marketed directly or indirectly in approximately 90 countries.
Our portfolio of products falls into five reportable segments: (i) Salix, (ii) International, (iii) Solta Medical, (iv) Diversified and (v) Bausch + Lomb. The following is a brief description of the Company’s segments:
•The Salix segment consists of sales in the U.S. of GI products. Sales of the Xifaxan® product line currently represent approximately 85% of the Salix segment revenues.
•The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta Medical aesthetic medical devices, outside the U.S. of branded pharmaceutical products, branded generic pharmaceutical products and OTC products.
•The Solta Medical segment consists of global sales of Solta Medical aesthetic medical devices.
•The Diversified segment consists of sales in the U.S. of: (i) pharmaceutical products in the areas of neuroscience and certain other therapeutic classes, (ii) dermatology products, (iii) generic pharmaceutical products and (iv) dentistry products.
•The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Surgical and Pharmaceuticals products.
For additional discussion of our reportable segments, see Note 18, “SEGMENT INFORMATION” to our unaudited interim Condensed Consolidated Financial Statements.
Separation of the Bausch + Lomb Eye Health Business
On August 6, 2020, we announced our plan to separate our eye health business consisting of our Bausch + Lomb global Vision Care, Surgical and Pharmaceuticals businesses into an independent publicly traded entity, Bausch + Lomb (the “B+L Separation”). On May 10, 2022, a wholly owned subsidiary of Bausch Health sold 35,000,000 common shares of Bausch + Lomb in the initial public offering of Bausch + Lomb. 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 July 22, 2026.
We continue the evaluation of all relevant factors and considerations relating to our investment in Bausch + Lomb, including the Xifaxan® Generics Litigation (see “Xifaxan® Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS” to our unaudited interim Condensed Consolidated Financial Statements).
See Item 1A. “Risk Factors — Risk Relating to the B+L Separation” of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional risks relating to the B+L Separation.
For additional details on the B+L Separation, see “Separation of the Bausch + Lomb Eye Health Business” in Note 2, “SIGNIFICANT ACCOUNTING POLICIES” to our unaudited interim Condensed Consolidated Financial Statements.
Focus on Value and Core Businesses
We continue to execute on actions intended to bring out value in our Company. In line with this focus on our core businesses, we have: (i) made measurable progress in effectively managing our capital structure, including taking actions to reduce the principal balances or extend maturities of our long-term debt, (ii) directed capital allocation to drive growth within our core businesses, (iii) increased our efforts to improve patient access and (iv) continued to invest in sustainable growth drivers to position us for long-term growth.
We believe that these measures, along with our continued commitment to improving people’s lives through our health products, help position us to unlock potential value across our portfolio of assets, including by separating our eye health and
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pharmaceutical businesses. Although management believes the B+L Separation could unlock additional value, there can be no assurance that it will be successful in doing so.
Effectively Managing Our Capital Structure
At the time of our announcement of the B+L Separation, we emphasized that it is important that the post-separation entities be appropriately capitalized, with appropriate leverage and with access to additional capital, if and when needed, to provide each entity with the ability to independently allocate capital to areas that will strengthen their own competitive positions in their respective lines of business and position each entity for sustainable growth.
April 2025 Refinancing Transactions
In April 2025, the Company and its indirect wholly-owned subsidiary, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (“126NumberCo”), closed a series of transactions (the “April 2025 Refinancing Transactions”) whereby it: (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 proceeds from the April 2025 Refinancing Transactions were used: (i) to repay in full and terminate the Company’s term loan facility (the “February 2027 Term Loan B Facility”), (ii) to redeem certain senior secured notes, certain unsecured notes and the 9.00% Senior Secured Notes due 2028 (the “9.00% Intermediate Holdco Secured Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.
The April 2025 Refinancing Transactions reduced our short-term cash requirements for debt service by extending approximately $6,870 million in aggregate debt maturities from the years 2025 through 2028 to the years 2030 through 2032.
August 2025 Repurchase Activity
In August 2025, we repurchased and retired our outstanding 9.25% Senior Unsecured Notes (the “August 2025 Repurchase Activity”) with an aggregate par value of approximately $602 million using cash on hand, for an aggregate cost of approximately $601 million.
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”), 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 which reduced the outstanding principal value of our debt by $83 million. 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.
The December 2025 Exchange reduced our short-term cash requirements for debt service by extending approximately $1,600 million in aggregate debt maturities from the year 2028 to the year 2032.
Defined terms used above and in the following section but not defined in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are defined and discussed in Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements.
Bausch + Lomb June 2025 Refinancing Activity
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.
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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 April 2025 Refinancing Transactions, August 2025 Repurchase Activity, December 2025 Exchange, B+L 2025 Refinancing Activity and B+L January 2031 Refinancing Term Facility provide us more flexibility to operate and allow us to more effectively allocate capital to initiatives that will strengthen our products and brands.
As of June 30, 2026, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
(in millions) Remainder of 2026 2027 2028 2029 2030 2031 Thereafter Total
Total debt obligations $ 29 $ 701 $ 3,766 $ 1,667 $ 4,173 $ 3,903 $ 6,000 $ 20,239
Continue to Manage our Capital Structure
We continue to monitor our capital structure and to evaluate other opportunities to simplify our business and improve our capital structure, giving us the ability to better focus on our core businesses. The Company regularly evaluates market conditions, its liquidity profile and various financing alternatives for opportunities to enhance its capital structure. If the Company determines that conditions are favorable, the Company may refinance or repurchase existing debt or issue additional debt, equity or equity-linked securities.
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements and “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” below for additional discussion of these matters. Cash requirements for future debt repayments including interest can be found in “— Liquidity and Capital Resources — Off-Balance Sheet Arrangements and Contractual Obligations.”
Direct Capital Allocation to Drive Growth Within Our Core Businesses
Our capital allocation is also driven by our long-term growth strategies. We allocate resources to promote our core businesses globally through: (i) strategic acquisitions, (ii) research and development (“R&D”) investment, (iii) strategic licensing agreements and (iv) strategic investments in our infrastructure. We believe that the outcome of this process allows us to better drive value in our product portfolio and generate operational efficiencies.
R&D Investment
We search for new product opportunities through internal development and strategic licensing agreements, that, if successful, will allow us to leverage our commercial footprint, particularly our sales force, and supplement our existing product portfolio and address specific unmet needs in the market.
Our internal R&D organization focuses on the development of products through clinical trials. As of December 31, 2025, approximately 1,400 dedicated R&D and quality assurance employees in 25 R&D facilities were involved in our R&D efforts internally.
Certain core internal R&D projects that have received a significant portion of our R&D investment in current and prior periods are listed below.
Gastrointestinal
•Larsucosterol - In September 2025, we completed the acquisition of DURECT Corporation (“DURECT”). Larsucosterol, DURECT’s lead drug candidate, has the potential to be the first U.S. Food and Drug Administration (“FDA”) approved therapeutic option for alcohol-associated hepatitis (“AH”) patients. The FDA has granted a
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Breakthrough Therapy designation for this drug. A registrational Phase 3 program to evaluate the safety and efficacy of Larsucosterol for the treatment of patients with severe AH began in January 2026.
•Amiselimod (S1P modulator) - A Phase 2 study to evaluate Amiselimod (S1P modulator) for the treatment of mild to moderate ulcerative colitis was completed in 2024. In 2024, we met with the FDA for an end of Phase 2 meeting. We also met with the European Medicines Agency of the European Union (“EU”) and Japan’s Pharmaceuticals and Medical Devices Agency. All regulatory feedback is currently under review.
Solta Medical
•Clear + Brilliant® Touch - The latest generation Clear + Brilliant® laser is designed to deliver a customized and more comprehensive skin resurfacing treatment protocol by providing patients of all ages and skin types the benefits of two wavelengths in one treatment. Clear + Brilliant® Touch was launched in Canada in February 2026 and was submitted for approval in multiple markets globally to support the ongoing globalization.
•Fraxel FTX® - The next generation Fraxel® is a fractionated laser device for skin resurfacing that has been submitted for approval in multiple markets globally.
Dermatology
•CABTREO® Topical Gel - The first and only FDA approved fixed-dose, triple-combination topical treatment for acne was submitted for approval to the European Medicines Agency of the EU.
Bausch + Lomb
•Lumify® Franchise – An OTC redness reliever eye drop that significantly reduces redness to help eyes look whiter and brighter. To date, Bausch + Lomb has launched and acquired the right to launch Lumify® in various countries. A new line extension formulation, Lumify® Preservative Free was launched in the first quarter of 2025. In addition, Bausch + Lomb is in the process of initiating a Lumify® next generation clinical study, for which a Phase 3 study met all primary and secondary endpoints and for which the New Drug Application has been submitted and approval is anticipated during the first half of 2027.
•Blink® Franchise – During June 2024, Bausch + Lomb expanded its OTC dry eye portfolio with the launch of Blink® NutriTears®, a clinically proven OTC supplement that targets the key root causes of dry eyes, promotes healthy tear production and provides noticeable relief of eye dryness symptoms. In June 2025, Bausch + Lomb began launching Blink® Nourish and Blink® Boost lubricating eye drops in the U.S. Bausch + Lomb recently developed a preservative free lipid-based formulation for its Blink® Triple Care product, which began launching in 2026.
•LuxLife® – Bausch + Lomb is expanding its portfolio of premium intraocular lenses (“IOLs”) built on the “Lux” platform with the LuxLife® Trifocal IOL with two options, non-Toric and Toric for astigmatic patients. The European launch of this product is in process.
•Bausch + Lomb is expanding its portfolio of premium IOLs built on the enVista® platform with: enVista Aspire® monofocal and toric IOLs with Intermediate Optimized optics launched in the U.S. in October 2023, in Europe and Canada in 2025, enVista Envy® trifocal IOLs launched in Canada in June 2024, in the U.S. in November 2024 and in Europe in October 2025, and launches in Singapore and Hong Kong are expected and enVista BeyondTM extended depth of focus is anticipated to launch in the U.S. in 2027. Bausch + Lomb recently received topline results and is conducting a comprehensive review of the data.
Strategic Licensing Agreements
To supplement our internal R&D initiatives and to build-out and refresh our product portfolio, we also search for opportunities to augment our pipeline through arrangements that allow us to gain access to unique products and investigational treatments, by strategically aligning ourselves with other innovative product solutions.
In the normal course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products primarily in the U.S. and Canada. These products are sometimes investigational treatments in early stage development that target unique conditions. The ultimate outcome, including whether the product will be: (i) fully developed, (ii) approved by the FDA or other regulators, (iii) covered by third-party payors or (iv) profitable for distribution, is highly uncertain. Under certain agreements, the Company may be required to make payments contingent upon the achievement of specific developmental, regulatory, or commercial milestones.
Strategic Acquisitions
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We remain very selective when considering any acquisition and pursue only those opportunities that we believe align well with our current organization and strategic plan. In being selective, we seek to enter into only those acquisitions that provide us with significant synergies with our existing business, thereby minimizing risks to our core businesses and providing long-term growth opportunities.
In December 2025, we completed the acquisition of Wuhan Shibo Zhenmei Technology Co., Ltd. (“Shibo Zhenmei”), consisting of the aesthetics distribution business of our full‑service distributor in China, the Shibo Group. Through this transaction, we 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.
In September 2025, we acquired DURECT, a biopharmaceutical company engaged in the development of epigenetic therapies that target dysregulated deoxyribonucleic acid methylation to transform the treatment of serious and life-threatening conditions, including acute organ injury. DURECT’s lead drug candidate, Larsucosterol, is a novel therapeutic molecule that has demonstrated promising results in Phase 2 trials for the treatment of AH and has been granted Breakthrough Therapy designation by the FDA.
In December 2025, Bausch + Lomb acquired certain manufacturing equipment, other assets and the assumption of a manufacturing facility lease in Mexico. The acquisition is expected to unlock manufacturing capacity and expand Bausch + Lomb’s margins.
In January 2025, Bausch + Lomb acquired Whitecap Biosciences, LLC which was developing two innovative therapies for potential use in glaucoma and geographic atrophy. However, during July 2026, Bausch + Lomb announced that the Phase 2 study regarding the glaucoma neuroprotective candidate did not meet its primary endpoint, and as such will no longer advance this program, and will now focus on developing an innovative therapy for potential use in geographic atrophy.
See Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS” to our unaudited interim Condensed Consolidated Financial Statements for additional information.
Divest Assets to Simplify Our Business
In order to better focus on our core businesses, we continue to evaluate opportunities to simplify our operations and improve our capital structure, including divesting non-core assets in order to narrow the Company’s activities to our core businesses where we believe we have an existing and sustainable competitive edge and the ability to generate operational efficiencies. We will also consider dispositions or divestitures in core areas that we believe represent attractive opportunities for the Company.
Improve Patient Access
Improving patient access to our products, as well as making them more affordable, is a key element of our business strategy.
Patient Access and Pricing Team - We formed the Patient Access and Pricing Team which is committed to maintaining patients’ ability to access our branded prescription pharmaceutical products. All future pricing actions will be subject to review by the Patient Access and Pricing Team. Future pricing changes and programs could affect the average realized pricing for our products and may have a significant impact on our revenues and profits.
Bausch Health Patient Assistance Program - We are committed to supporting patients through our Patient Assistance Program which offers free medication for patients who meet income and other eligibility criteria. If approved, patients receive their Bausch Health prescription product(s) at no cost to them. Eligible patients must reapply yearly to remain in the program and must meet all current requirements.
Cash-pay Prescription Program - The cash-pay or Point of Sale program was adopted to address the affordability and availability of certain branded dermatology products when insurers and pharmacy benefit managers are no longer offering those branded prescription pharmaceutical products under their designated pharmacy benefit offerings. This program is currently limited to a select group of our brands and offered through different fulfillment platforms which allows for patients to choose telemedicine, direct delivery to their home or to use a pharmacy of their choice. This program is designed to connect patients with dermatologists and provide patients both a predictable customer experience and a predictable cost for their dermatology health care needs.
Walgreens Fulfillment Arrangements - Under our brand fulfillment arrangement with Walgreen Co. (“Walgreens”), we make certain dermatology products available to eligible patients through patient access and co-pay assistance programs at Walgreens U.S. retail pharmacy locations, as well as participating independent retail pharmacies.
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Invest in Sustainable Growth Drivers to Position us for Long-Term Growth
We are constantly challenged by the changing dynamics of our industry to innovate and bring new products to market. We have divested certain businesses where we saw limited growth opportunities, so that we can be more aggressive in redirecting our R&D spend and other corporate investments to innovate within our core businesses where we believe we can be most profitable and where we aim to be an industry leader.
We believe that we have a well-established product portfolio that is diversified within our core businesses and provides a sustainable revenue stream to fund our operations. However, our future success is also dependent upon our ability to continually refresh our pipeline, to provide a rotation of product launches that meet new and changing demands and replace other products that have lost momentum. We believe we have a pipeline that not only provides for the next generation of our existing products but is also poised to bring new products to market.
Salix - We believe in our GI product portfolio and we have implemented initiatives, including increasing our marketing investment in Xifaxan®, to further capitalize on the value of the infrastructure we have built around these products to extend our market share. We have invested in Xifaxan® direct-to-consumer advertising and new sales force capabilities. We also continue to invest in the development of Larsucosterol, a novel therapeutic molecule that has demonstrated promising results in Phase 2 trials for the treatment of AH and has been granted Breakthrough Therapy designation by the FDA. In addition, we have invested in developing our investigational oral drug Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis. This program remains under evaluation.
International - Our product portfolio in Canada includes our CABTREO® Topical Gel, a triple-combination topical treatment for acne. Our current focus in Canada is on expanding towards general practitioners (“GPs”) and strengthening awareness and education for both GPs and patients. In EMEA and Latin America, our portfolio remains primarily focused on branded generic products.
Solta Medical - More than 75% of our Solta Medical business revenue has historically come from consumables, which we believe results in a durable business model. We continue to invest in key markets, including through the acquisition of Shibo Zhenmei in China. Our Thermage® FLX, Fraxel FTX® and Clear + Brilliant® Touch platforms continue to expand, reaching more customers, with Clear + Brilliant® Touch launched in Canada in February 2026.
Diversified - We continue to seek ways to bring out value in our promoted and nonpromoted products within our Diversified portfolio. In the first quarter of 2024, we launched CABTREO® Topical Gel in the U.S. adding to our established acne product portfolio.
Business Trends
In addition to the actions previously outlined, the events described below have affected and may affect our business trends. The matters discussed in this section contain forward-looking statements. Please see “INTRODUCTION” above for additional information.
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Macroeconomic Matters
The Company is monitoring ongoing policy changes being made by the Trump administration and the responses to these policy changes by foreign governments, including those related to existing trade agreements, the actual or threatened imposition of new tariffs and non-tariff barriers, and amendments to existing tariffs, and the counter-duties, counter-tariffs and/or other counter-measures threatened or implemented in response by other countries, as well as the recent United States Supreme Court ruling that invalidated certain tariffs and the possible eligibility for refunds of previously paid tariffs following such ruling, and the tensions between the U.S. and other members of North Atlantic Treaty Organization. Some of these policies have targeted countries and sectors in which we do business, including pharmaceuticals. Given the international scope of our operations, any sanctions, export controls, tariffs, trade wars and other governmental actions, could have an adverse effect on our business, financial condition, cash flows and results of operations. Similarly, adverse economic conditions impacting our customers in these countries or uncertainty about global economic conditions could cause purchases of our products to decline, which would adversely affect our revenues and operating results.
Additionally, on February 20, 2026 the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). In response to the U.S. Supreme Court’s decision, new Executive Orders were announced aimed at restructuring U.S. tariff policy and exploring alternative statutory authorities under which to impose or maintain tariffs. On March 4, 2026, the U.S. Court of International Trade (“CIT”) ordered the U.S. Customs and Border Protection (“CBP”) to liquidate (meaning calculate and finalize) and, where applicable, reliquidate, or correct, certain import entries without regard to duties imposed under the IEEPA. The CIT order provides relief for entries affected by IEEPA tariffs. On April 20, 2026, the CBP opened the Consolidated Administration and Processing of Entries (“CAPE”) portal to facilitate the submission and processing of IEEPA duty refund claims. We are evaluating the impact of these developments on our business, financial condition, cash flows and results of operations, however, as of the date of this filing, amounts related to tariff recoveries have not been material.
On April 2, 2026, the White House posted a Presidential proclamation that following an investigation into the effects of imports of pharmaceuticals and pharmaceutical ingredients on the national security of the United States under section 232 of the Trade Expansion Act of 1962, as amended, the President imposed a one hundred percent (100%) tariff on patented pharmaceutical products and ingredients imported after September 29, 2026. The tariff rate is reduced to fifteen percent (15%) for products originating from the European Union, Japan, Korea or Switzerland and Liechtenstein. A zero percent (0%) tariff will apply through January 20, 2029 for companies that enter Most Favored Nation pricing agreements with the Department of Health and Human Services and onshoring agreements with the Department of Commerce. We are evaluating the impact of such tariffs and do not expect a material impact on our business and consolidated results of operations.
See Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on the risks associated with tariffs.
Russia-Ukraine War
In February 2022, Russia invaded Ukraine. As military activity and sanctions against Russia and specific areas of Ukraine have continued, the war has continued to affect economic and global financial markets and placed further pressure on ongoing economic challenges, including issues such as inflation and global supply-chain disruption. The U.S., Canada, the EU and other jurisdictions have imposed sanctions and export controls against Russia in response to the ongoing war. To date, the challenges associated with the Russia-Ukraine war and related sanctions from the U.S., EU and elsewhere have not had a material impact on our operations; although, we continue to review recent and proposed sanctions imposed by the EU, U.S. and others to assess their impact on our operations.
Our revenues attributable to Russia, Ukraine and Belarus for each of the six months ended June 30, 2026 and 2025 were approximately 2% of our total revenues. In addition, we do not have any research or manufacturing facilities in Russia, Ukraine or Belarus. While we have been monitoring this conflict and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
For a further discussion of these and other risks relating to our international business, see Item 1A. “Risk Factors — Risks Relating to the International Scope of our Business” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Middle East Conflict
The conflict between Israel and Hamas began in October 2023 and has since expanded to include other regional actors, including Iran, as well as military involvement by the U.S. and Israel. While certain ceasefire or de-escalation efforts have been announced, the situation remains uncertain and continues to evolve. Our revenues attributable to the impacted regions are not material and to date, the conflict has not had a measurable impact on our supply chain and business. While we have been monitoring this conflict (including the potential macroeconomic impact) and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
Global Minimum Corporate Tax
On October 8, 2021, the Organisation for Economic Co-operation and Development (“OECD”)/G20 inclusive framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform. The Inclusive Framework plan has now been agreed to by more than 140 OECD members, including several countries which did not agree to the initial plan. Under Pillar One, a portion of the residual profits of multinational businesses with global turnover above €20 billion and a profit margin above 10% will be allocated to market countries where such allocated profits would be taxed. Under Pillar Two, the Inclusive Framework has agreed on a global minimum corporate tax rate of 15% for companies with revenue above €750 million, calculated on a country-by-country basis. While many countries have adopted some or all aspects of these rules, some countries have not adopted any or all of them, and many interpretive questions remain that are expected to be addressed in future guidance. On June 20, 2024, Canada enacted the Global Minimum Tax Act (“GMTA”) that adopted certain components of Pillar Two. The GMTA is generally aligned with the model rules proposed by the OECD.
The United States did not announce plans to enact the tax measures under the two-pillar plan. On January 20, 2025, the Trump administration issued an executive order declaring the Inclusive Framework has no force or effect in the U.S. absent congressional action, and directing the U.S. Department of Treasury to: (i) investigate whether any non-U.S. countries are not in compliance with any U.S. tax treaty or have implemented or are likely to implement tax rules that are extraterritorial or disproportionately affect U.S. companies, which may include actions or taxes imposed under Pillar One or Pillar Two, and (ii) develop options for “protective measures” in response to any such noncompliance or tax rules. On June 28, 2025, the United States and the rest of the G7 countries announced an agreement that would, in principle, exclude U.S. parented groups from certain taxes under Pillar Two and address certain risks of base erosion and profit shifting. In January 2026, the OECD published the “side by side” arrangement package to implement this exclusion. However, we cannot predict whether the United States will adopt any other protective measures including with respect to any taxes imposed under Pillar One, or whether or how any non-U.S. countries may change their tax laws, including with respect to taxes imposed under Pillar One or Pillar Two, in response to the executive order, the “side by side” arrangement described above, or otherwise. It is possible that any changes in United States or non-U.S. tax law could have a material adverse effect on our future tax liabilities and our effective tax rate.
While many jurisdictions in which the Company operates have adopted the global minimum tax provision of Pillar Two effective for tax years beginning in January 2024, the Company has concluded that there is minimal impact to its 2026 tax rate due to the accounting for the tax effects of intercompany transactions. The Company expects that there is risk that the impact of the global minimum tax and other changes in tax law in jurisdictions in which it operates may eventually result in an increase to its overall effective tax rate.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed into law the OBBBA. The effects of this legislation for the Company include extending and modifying certain key provisions of the Tax Cuts and Jobs Act enacted in December 2017 (both domestic and international). The corporate tax rate remains unchanged but bonus, depreciation and an adjustment to the interest limitation were retroactive to January 1, 2025. The OBBBA makes additional changes to international tax provisions, including substantive changes to existing Global Intangible Low Tax Income, foreign-derived intangible income, and base erosion and anti-abuse tax provisions. These changes are effective for taxable years after 2025. We believe the impact of this legislation will be favorable to our future tax positions.
Health Care Reform
The U.S. federal and state governments continue to propose and pass legislation designed to regulate the health care industry. Many of these changes focused on health care cost containment, which resulted in pricing pressures relating to the sales and reimbursements of health care products.
In August 2022, the Inflation Reduction Act (“IRA”) was signed into law, which among other matters made significant changes to how drugs are covered and paid for under the Medicare program, including imposing financial penalties if drug prices are increased at a rate faster than inflation, redesigning Medicare Part D benefits to shift a greater portion of the costs
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to manufacturers and allowing the U.S. government to set prices for certain drugs in Medicare. The IRA provides for (i) the U.S. government to set or “negotiate” prices for select high-cost Medicare Part D (beginning in 2026) and Medicare Part B drugs (beginning in 2028) that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their initial FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation beginning in 2022 for Medicare Part D and 2023 for Medicare Part B drugs and (iii) Medicare Part D redesign which replaced the current Part D Coverage Gap Discount Program and established a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, which has increased to $2,100 for 2026, with manufacturers being responsible for 10% of costs up to the $2,100 cap and 20% after that cap is reached. Although we have taken certain actions which we believe may mitigate any negative pricing impact, the reduction of prices or reimbursement levels for certain of our products could materially affect our business and consolidated results of operations and may accelerate revenue erosion prior to the expiration of intellectual property protections.
In January 2025, the CMS selected Xifaxan® for participation in the Medicare Drug Price Negotiation Program established under the IRA. Other products in our portfolio may be selected for negotiation in future years. Following the completion of negotiations, CMS publicly announced the finalized maximum fair price for Xifaxan® on November 25, 2025. The negotiated price will become effective on January 1, 2027 and is expected to reduce revenue, operating results and cash flows associated with Xifaxan®. Since generic versions of Xifaxan® are currently expected to enter the market in 2028, the Company believes the impact of the negotiated price will be most significant during 2027.
Although management continues to evaluate the potential impact of the IRA, the anticipated short-term impact is not expected to affect the recoverability or useful lives of our Xifaxan®-related intangible assets based on our most recent assessment.
In addition, certain U.S. states have passed legislation intended to impact pricing or requiring manufacturers to report price increases to states, including certain states also allowing for drug affordability (i.e. price control) review boards. It is expected that state legislatures will continue to focus on drug pricing in 2026 and beyond and that similar bills will be passed in more states. These proposals create new authorities for state regulatory bodies to limit reimbursement for certain drugs and such efforts may expand to additional states.
Over the past several years, numerous legislative changes have caused the Company and other pharmaceutical manufacturers to re-evaluate participation in optional Federal programs.
In 2025, Bausch Health US, LLC (“BHUS”) ceased participation in two optional Federal drug pricing programs – the Medicaid Drug Rebate Program (“MDRP”) and the 340B Drug Pricing Program (“340B”). BHUS provided notice to the CMS and the Health Resources and Services Administration of the end of its participation in these programs effective September 30, 2025. Other Federal programs such as Medicare and the Federal Supply Schedule (supporting agencies such as the Department of Veterans Affairs and the Department of Defense) are not affected by this decision. We continue to evaluate the Company’s participation in government channels. Bausch + Lomb continues to participate in state government-managed Medicaid programs, as well as certain other qualifying federal and state government programs whereby rebates are provided to participating government entities.
The Company remains fully committed to the patients who are prescribed our products and understands the importance of its therapies to patients supported through Federal government programs. To prioritize the needs of patients first, effective October 1, 2025, the Company expanded support of Medicaid-eligible patients for most single-source pharmaceuticals through an enhanced Patient Assistance Program, where eligible patients will receive the pharmaceutical free of charge. Our goal is to maintain a straightforward process to ensure continuity of care for patients, physicians and caregivers during this transition.
The ultimate long-term outcome, including any impact on our business and consolidated results of operations of discontinuing our participation in the MDRP and 340B is still being assessed.
Generic Competition and Loss of Exclusivity
Certain of our products face the expiration of their patent or regulatory exclusivity in 2026 or in later years, following which we anticipate generic competition of these products. In addition, in certain cases, as a result of negotiated settlements of some of our patent infringement proceedings against generic competitors, we have granted licenses to such generic companies, which will permit them to enter the market with their generic products prior to the expiration of our applicable patent or regulatory exclusivity. Finally, for certain of our products that lost patent or regulatory exclusivity in prior years, we anticipate that generic competitors may launch in 2026 or in later years. Following a loss of exclusivity (“LOE”) of and/or generic competition for a product, we would anticipate that product sales for such product would decrease significantly shortly following the LOE or entry of a generic competitor. Where we have the rights, we may elect to launch an authorized generic (“AG”) of such product (either ourselves or through a third-party) prior to, upon or following generic entry, which
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may mitigate the anticipated decrease in product sales; however, even with launch of an AG, the decline in product sales of such product would still be expected to be significant, and the effect on our future revenues could be material.
2026 through 2030 LOE Branded Products - Based on current patent expiration dates, settlement agreements and/or competitive information, we have identified branded products that we believe could begin facing potential LOE and/or generic competition in the U.S. during the years 2026 through 2030. These products and year of expected LOE include, but are not limited to, Aplenzin® (2026), Bryhali® (2026), Relistor® Subcutaneous (2028), Xifaxan® (2028) and Duobrii® (2030) in the U.S. and Jublia® (2028) in Canada. These dates may change based on, among other things, challenges to our patents, settlement of existing or future patent litigation and at-risk generic launches. We believe the entry into the market of generic competition generally would have an adverse impact on the volume and/or pricing of the affected products, however we are unable to predict the magnitude or timing of this impact.
In addition, for a number of our products (including Xifaxan® 550 mg, Cabtreo® and Relistor® Oral tablets in the U.S.), we have commenced (or anticipate commencing) and have (or may have) ongoing infringement proceedings against potential generic competitors in the U.S. If we are not successful in these proceedings, we may face increased generic competition for these products.
See Note 17, “LEGAL PROCEEDINGS” to our unaudited interim Condensed Consolidated Financial Statements elsewhere in this Form 10-Q, as well as Note 21, “LEGAL PROCEEDINGS” to our audited Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for further details regarding certain infringement proceedings.
The risks of generic competition are a fact of the health care industry and are not specific to our operations or product portfolio. These risks are not avoidable, but we believe they are manageable. To manage these risks, our leadership team continually evaluates the impact that generic competition may have on future profitability and operations. In addition to aggressively defending the Company’s patents and other intellectual property, our leadership team makes operational and investment decisions regarding these products and businesses at risk, not the least of which are decisions regarding our pipeline. Our leadership team actively manages the Company’s pipeline in order to identify innovative and realizable projects aligned with our core businesses that are expected to provide incremental and sustainable revenues and growth into the future. We believe that our current pipeline is strong enough to meet these objectives and provide future sources of revenues, in our core businesses, sufficient enough to sustain our growth and corporate health as other products in our established portfolio face generic competition and lose momentum.
We believe that we have a well-established product portfolio that is diversified within our core businesses. We also believe that we have a pipeline that not only provides for the next generation of our existing products, but also brings new solutions into the market.
See Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on our competition risks.
Regulatory Matters
In the normal course of business, our products, devices and facilities are the subject of ongoing oversight and review by regulatory and governmental agencies, including general, for cause and pre-approval inspections by the relevant competent authorities where we have business operations.
In June 2026, following a routine FDA inspection of our B+L Tampa, Florida facility, as part of its findings, the FDA issued an Official Action Indicated (“OAI”) of B+L’s Tampa, Florida facility. B+L has submitted to the FDA a response to the initial inspection and a subsequent response to the OAI, in connection with which B+L has fully completed all comprehensive corrective and preventive actions raised, and has requested both a meeting with the FDA and a re-inspection of the facility. B+L is awaiting a response from the FDA on B+L’s submission and the scheduling of the re-inspection of the facility.
As of June 30, 2026, our remaining global operations and facilities have the relevant operational good manufacturing practices certificates and all Company products and our operating sites are in compliance in all material respects with all relevant notified bodies and global health authorities, subject to ordinary course inspections, observations and remediations. See Item 1A “Risk Factors – Manufacturing and Supply Risks” of our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information on certain risks relating to manufacturing activities.
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FINANCIAL PERFORMANCE HIGHLIGHTS
The following table provides selected unaudited financial information for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except per share data) 2026 2025 Change 2026 2025 Change
Revenues $ 2,852 $ 2,530 $ 322 $ 5,376 $ 4,789 $ 587
Operating income (loss) $ 740 $ 444 $ 296 $ (210) $ 720 $ (930)
Income (loss) before income taxes $ 348 $ 140 $ 208 $ (1,006) $ 93 $ (1,099)
Net income (loss) attributable to Bausch Health Companies Inc. $ 258 $ 148 $ 110 $ (1,165) $ 90 $ (1,255)
Earnings (loss) per share attributable to Bausch Health Companies Inc.
Basic $ 0.69 $ 0.40 $ 0.29 $ (3.12) $ 0.24 $ (3.36)
Diluted $ 0.68 $ 0.40 $ 0.28 $ (3.12) $ 0.24 $ (3.36)
Financial Performance
Summary of the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenues for the three months ended June 30, 2026 and 2025 were $2,852 million and $2,530 million, respectively, an increase of $322 million, or 13%. The increase is primarily attributable to growth in our Salix, Bausch + Lomb, Solta Medical and International segments driven by: (i) improved net realized pricing, (ii) incremental sales attributable to acquisitions and (iii) the favorable impact of foreign currencies, partially offset by: (i) lower volumes and (ii) the impact of divestitures and discontinuations. These changes in net realized pricing and volumes were partially the result of our decision to exit certain channels, as discussed below.
Operating income for the three months ended June 30, 2026 and 2025 was $740 million and $444 million, respectively, and included non-cash charges for Depreciation and amortization of intangible assets of $281 million and $307 million and Share-based compensation of $54 million and $46 million, respectively. The increase in our operating results of $296 million reflects, among other factors:
•an increase in contribution (Product sales revenue less Cost of goods sold, excluding amortization and impairments of intangible assets) of $316 million, primarily due to the increase in revenues as previously discussed;
•an increase in selling, general and administrative (“SG&A”) expenses of $13 million, primarily attributable to higher compensation costs and selling expenses, partially offset by lower general and administrative expenses;
•an increase in Other expense (income), net of $44 million, primarily attributable to higher: (i) acquisition-related contingent consideration, (ii) asset impairments and (iii) acquired in-process research and development (“IPR&D”) costs, partially offset by lower provisions for certain legal matters.
Income before income taxes for the three months ended June 30, 2026 and 2025 was $348 million and $140 million, respectively, a favorable change of $208 million. The change is primarily attributable to the increase in our operating results of $296 million, as previously discussed, and a decrease in Interest expenses of $69 million.
Net income attributable to Bausch Health for the three months ended June 30, 2026 and 2025 was $258 million and $148 million, respectively, a favorable change of $110 million, which is primarily attributable to a favorable change in Income before income taxes of $208 million, as previously discussed, offset by an unfavorable change in Provision for income taxes of $76 million.
Summary of the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenues for the six months ended June 30, 2026 and 2025 were $5,376 million and $4,789 million, respectively, an increase of $587 million, or 12%. The increase is attributable to growth in our Salix, Bausch + Lomb, Solta Medical and International segments driven by: (i) improved net realized pricing, (ii) the favorable impact of foreign currencies and (iii) incremental sales attributable to acquisitions, partially offset by: (i) lower volumes and (ii) the impact of divestitures and discontinuations. These changes in net realized pricing and volumes were partially the result of our decision to exit certain channels, as discussed below.
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Operating loss for the six months ended June 30, 2026 was $210 million as compared to Operating income of $720 million for the six months ended June 30, 2025, and included non-cash charges for Depreciation and amortization of intangible assets of $576 million and $612 million, Goodwill impairments of $1,426 million and $0 and Share-based compensation of $106 million and $89 million, respectively. The decrease in our operating results of $930 million reflects, among other factors:
•an increase in contribution (Product sales revenue less Cost of goods sold, excluding amortization and impairments of intangible assets) of $551 million, primarily due to the increase in revenues as previously discussed;
•an increase in R&D expenses of $34 million, primarily attributable to an increase in spend on certain projects in the Bausch + Lomb and Solta Medical segments;
•an increase in goodwill impairments of $1,426 million related to our Salix reporting unit; and
•an increase in Other expense (income), net of $61 million, primarily attributable to higher acquisition-related contingent consideration.
Loss before income taxes for the six months ended June 30, 2026 was $1,006 million as compared to Income before income taxes of $93 million for the six months ended June 30, 2025, a decrease in our results of $1,099 million. The change is primarily attributable to: (i) a decrease in our operating results of $930 million, as previously discussed, and (ii) a decrease in Gain on extinguishment of debt of $179 million.
Net loss attributable to Bausch Health for the six months ended June 30, 2026 was $1,165 million as compared to Net income attributable to Bausch Health of $90 million for the six months ended June 30, 2025, a decrease of $1,255 million, primarily due to a decrease in our results of $1,099 million, as previously discussed, and an unfavorable change in Provision for income taxes of $114 million.
RESULTS OF OPERATIONS
Our unaudited operating results for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Revenues
Product sales $ 2,825 $ 2,504 $ 321 $ 5,325 $ 4,731 $ 594
Other revenues 27 26 1 51 58 (7)
2,852 2,530 322 5,376 4,789 587
Expenses
Cost of goods sold (excluding amortization and impairments of intangible assets) 753 748 5 1,474 1,431 43
Cost of other revenues 19 16 3 36 34 2
Selling, general and administrative 907 894 13 1,768 1,761 7
Research and development 173 159 14 336 302 34
Amortization of intangible assets 225 256 (31) 466 512 (46)
Goodwill impairments — — — 1,426 — 1,426
Restructuring, integration and separation costs 9 31 (22) 22 32 (10)
Other expense (income), net 26 (18) 44 58 (3) 61
2,112 2,086 26 5,586 4,069 1,517
Operating income (loss) 740 444 296 (210) 720 (930)
Interest income 11 13 (2) 21 24 (3)
Interest expense (396) (465) 69 (798) (795) (3)
Gain (loss) on extinguishment of debt — 178 (178) (1) 178 (179)
Foreign exchange and other (7) (30) 23 (18) (34) 16
Income (loss) before income taxes 348 140 208 (1,006) 93 (1,099)
Provision for income taxes (88) (12) (76) (165) (51) (114)
Net income (loss) 260 128 132 (1,171) 42 (1,213)
Net (income) loss attributable to noncontrolling interest (2) 20 (22) 6 48 (42)
Net income (loss) attributable to Bausch Health Companies Inc. $ 258 $ 148 $ 110 $ (1,165) $ 90 $ (1,255)
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Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
Revenues
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.
For 2026, revenues were impacted by our decision to exit certain channels within the Salix and Diversified segments during the second half of 2025. Historically, sales through these channels were subject to high rebates and chargebacks. While this strategic decision resulted in lower volumes within the exited channels, it contributed to an improvement in net realized pricing. At the same time, we have continued to see volume growth in other channels, which has helped to offset the reduction in sales from the exited channels.
Our revenues were $2,852 million and $2,530 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $322 million, or 13%. The increase was primarily due to: (i) an increase in net realized pricing of $326 million, (ii) incremental sales attributable to acquisitions of $35 million and (iii) the favorable impact of foreign currencies of $25 million, partially offset by: (i) a decrease in volumes of $57 million and (ii) the impact of divestitures and discontinuations of $7 million. These changes in net realized pricing and volumes were partially the result of our decision to exit certain channels, as discussed above.
The changes in our segment revenues and segment profits for the three months ended June 30, 2026 are discussed in further detail below under “ — Reportable Segment Revenues and Profits.”
Cash Discounts and Allowances, Chargebacks and Distribution Fees
As is customary in the pharmaceutical industry, gross product sales are subject to a variety of deductions in arriving at net product sales. Provisions for these deductions are recognized concurrently with the recognition of gross product sales. These provisions include cash discounts and allowances, chargebacks, and distribution fees, which are paid or credited to direct customers, as well as rebates and returns, which can be paid or credited to direct and indirect customers. As more fully discussed in Note 3, “REVENUE RECOGNITION” to our unaudited interim Condensed Consolidated Financial Statements, the Company continually monitors the provisions for these deductions and evaluates the estimates used as additional information becomes available. Price appreciation credits are generated when we increase a product’s wholesaler acquisition cost (“WAC”) under our contracts with certain wholesalers. Under such contracts, we are entitled to credits from such wholesalers for the impact of that WAC increase on inventory on hand at the wholesalers. In wholesaler contracts, such credits are offset against the total distribution service fees we pay on all of our products to each such wholesaler. In addition, some payor contracts require discounting if a price increase or series of price increases in a contract period exceeds a negotiated threshold. 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.
We actively manage these offerings, focusing on the incremental costs of our patient assistance programs, the level of discounting to non-retail accounts and identifying opportunities to minimize product returns. We also concentrate on managing our relationships with our payors and wholesalers, reviewing the ranges of our offerings and being disciplined as to the amount and type of incentives we negotiate. Provisions recorded to reduce gross product sales to net product sales and revenues for the three months ended June 30, 2026 and 2025 were as follows:
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Three Months Ended June 30,
2026 2025
(in millions) Amount Pct. Amount Pct.
Gross product sales $ 4,370 100.0 % $ 4,344 100.0 %
Provisions to reduce gross product sales to net product sales
Discounts and allowances 179 4.1 % 185 4.3 %
Returns 40 0.9 % 39 0.9 %
Rebates 927 21.3 % 1,080 24.8 %
Chargebacks 343 7.8 % 455 10.5 %
Distribution fees 56 1.3 % 81 1.9 %
Total provisions 1,545 35.4 % 1,840 42.4 %
Net product sales 2,825 64.6 % 2,504 57.6 %
Other revenues 27 26
Revenues $ 2,852 $ 2,530
Cash discounts and allowances, returns, rebates, chargebacks and distribution fees as a percentage of gross product sales were 35.4% and 42.4% for the three months ended June 30, 2026 and 2025, respectively, a decrease of 7.0 percentage points and includes:
•rebates as a percentage of gross product sales which were lower primarily due to lower rebates for lower gross product sales for certain branded products such as Xifaxan®, Relistor®, Apriso®, Jublia® and Wellbutrin® and Bausch + Lomb’s XIIDRA®;
•chargebacks as a percentage of gross product sales which were lower primarily due to lower chargebacks for Xifaxan® and Wellbutrin® and lower gross product sales of certain generic products such as Elidel® AG.
Expenses
Cost of Goods Sold (excluding amortization and impairments of intangible assets)
Cost of goods sold primarily includes: manufacturing and packaging; the cost of products we purchase from third parties; royalty payments we make to third parties; depreciation of manufacturing facilities and equipment; and lower of cost or net realizable value adjustments to inventories. Cost of goods sold typically varies between periods as a result of product mix, volume, royalties, changes in foreign currency and inflation. Cost of goods sold excludes the amortization and impairments of intangible assets.
Cost of goods sold was $753 million and $748 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $5 million. The increase was primarily driven by: (i) favorable change in product mix and (ii) higher manufacturing variances, partially offset by: (i) decrease in volumes and (ii) the impact in 2025 of the amortization of inventory step-up related to Bausch + Lomb’s acquisition of XIIDRA®.
Cost of goods sold as a percentage of product sales revenue was 26.7% and 29.9% for the three months ended June 30, 2026 and 2025, respectively. The favorable change was primarily driven by: (i) increase in net realizable pricing, (ii) favorable change in product mix and (iii) the favorable impact of foreign currencies to revenues. Cost of goods sold as a percentage of Product sales during the three months ended June 30, 2025, was unfavorably impacted by the amortization of inventory step-up related to Bausch + Lomb’s acquisition of XIIDRA®.
Selling, General and Administrative Expenses
SG&A expenses primarily include: employee compensation associated with sales and marketing, finance, legal, information technology, human resources and other administrative functions; certain outside legal fees and consultancy costs; product promotion expenses; overhead and occupancy costs; depreciation of corporate facilities and equipment; and other general and administrative costs. The Company has incurred and may incur, incremental costs with respect to the B+L Separation. These separation-related costs may include, but are not limited to rebranding costs and costs associated with facility relocation and/or modification.
SG&A expenses were $907 million and $894 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $13 million, or 1%. The increase was primarily attributable to higher compensation costs and selling expenses, partially offset by lower general and administrative expenses.
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Research and Development Expenses
Included in Research and development are costs related to our product development and quality assurance programs. Expenses related to product development include: employee compensation costs; overhead and occupancy costs; depreciation of research and development facilities and equipment; clinical trial costs; clinical manufacturing and scale-up costs; and other third-party development costs. Quality assurance are the costs incurred to meet evolving customer and regulatory standards and include: employee compensation costs; overhead and occupancy costs; amortization of software; and other third-party costs.
R&D expenses were $173 million and $159 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $14 million, or 9%. The increase is primarily attributable to an increase in spend on certain projects in the Bausch + Lomb and Solta Medical segments, partially offset by lower spend in our Salix segment.
R&D expenses as a percentage of Product sales were approximately 6% for each of the three months ended June 30, 2026 and 2025.
Amortization of Intangible Assets
Intangible assets with finite lives are amortized using the straight-line method over their estimated useful lives, generally 1 to 20 years. Management continually assesses the useful lives related to the Company’s long-lived assets to reflect the most current assumptions.
Amortization of intangible assets was $225 million and $256 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of $31 million, or 12%, primarily attributable to fully amortized intangible assets no longer being amortized in 2026.
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed Consolidated Financial Statements for further details related to our intangible assets.
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.
Restructuring, integration and separation costs were $9 million and $31 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of $22 million. The Company continues to evaluate opportunities to streamline its operations and identify additional cost savings globally. Although a specific plan does not exist at this time, the Company may identify and take additional exit and cost-rationalization restructuring actions in the future, the costs of which could be material.
See Note 5, “RESTRUCTURING, INTEGRATION AND SEPARATION COSTS” to our unaudited interim Condensed Consolidated Financial Statements for further details regarding these actions.
Other Expense (Income), Net
Other expense (income), net for the three months ended June 30, 2026 and 2025 consists of the following:
Three Months Ended June 30,
(in millions) 2026 2025
Asset impairments $ 9 $ —
Acquisition-related contingent consideration 6 (29)
Litigation and other matters, net of insurance recoveries and restitutions 6 8
Acquired IPR&D costs 5 1
Acquisition-related transaction costs — 2
$ 26 $ (18)
Asset impairments are related to a change in the future forecasted revenue of a certain product.
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Acquisition-related contingent consideration reflects adjustments for changes in estimates in the timing and amounts of expected future royalty and milestone payments and accretion for the time value of money.
Acquired IPR&D costs are primarily related to certain acquisitions by Bausch + Lomb.
Litigation and other matters, net of insurance recoveries and restitutions primarily relates to adjustments to provisions for certain legal matters.
Non-Operating Income and Expense
Interest Expense
Interest expense primarily consists of interest payments due, amortization and write-off of debt discounts, premiums and debt issuance costs under our credit facilities and notes, and the amortization of amounts excluded from the assessment of hedge effectiveness over the term of the Company’s cross-currency swaps.
Interest expense was $396 million and $465 million and included non-cash amortization and write-offs of debt premiums, discounts and deferred issuance costs of $21 million and $41 million, for the three months ended June 30, 2026 and 2025, respectively. Interest expense for the three months ended June 30, 2026 decreased $69 million, or 15%, as compared to the three months ended June 30, 2025. The decrease is primarily attributable to: (i) the write-off of financing costs associated with the April 2025 Refinancing Transactions and the B+L June 2025 Credit Facility Amendment and (ii) lower interest rates on Bausch + Lomb’s January 2031 Refinancing Term Facility as compared to term facilities outstanding during 2025, partially offset by higher effective interest rates on the debt as refinanced in 2025.
The weighted average stated rate of interest as of June 30, 2026 and 2025 was 8.46% and 8.63%, respectively. Due to the accounting treatment for the 2022 Secured Notes (as defined in Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements), interest expense in the Company’s financial statements will not be representative of the weighted average stated rate of interest.
Gain on Extinguishment of Debt
Gain on extinguishment of debt represents the differences between the amounts paid to settle extinguished debts and the carrying value of the related extinguished debt. The gain on extinguishment of debt was $178 million for the three months ended June 30, 2025. In connection with the April 2025 Refinancing Transactions, the Company recognized a net gain on extinguishment of debt of $191 million, during the three months ended June 30, 2025. In connection with the B+L June 2025 Refinancing Activity, the Company recognized a net loss on extinguishment of debt of $13 million, during the three months ended June 30, 2025.
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements and the section titled “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” for further details.
Foreign Exchange and Other
Foreign exchange and other was a loss of $7 million and $30 million for the three months ended June 30, 2026 and 2025, respectively, a favorable change of $23 million. This change was primarily driven by: (i) transaction gains and losses on intercompany balances and third-party liabilities and (ii) gains and losses from foreign currency exchange contracts.
Income Taxes
Provision for income taxes was $88 million and $12 million for the three months ended June 30, 2026 and 2025, respectively, an unfavorable change of $76 million.
Our effective income tax rate for the three months ended June 30, 2026 differs from the statutory Canadian income tax rate primarily due to: (i) the recording of valuation allowances on entities for which no tax benefit of losses is expected and (ii) tax provision generated from our annualized mix of earnings by jurisdiction.
Our effective income tax rate for the three months ended June 30, 2025 differs from the statutory Canadian income tax rate primarily due to: (i) the recording of valuation allowances on entities for which no tax benefit of losses is expected, (ii) the finalization of the settlement with the Internal Revenue Service (“IRS”) for the 2017 capital loss and (iii) the discrete treatment of certain tax matters, primarily related to changes in uncertain tax positions.
See Note 15, “INCOME TAXES” to our unaudited interim Condensed Consolidated Financial Statements for further details.
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Reportable Segment Revenues and Profits
Our portfolio of products falls into five reportable segments: (i) Salix, (ii) International, (iii) Solta Medical, (iv) Diversified and (v) Bausch + Lomb.
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, Goodwill impairments, Restructuring, integration and separation costs and Other expense (income), net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. See Note 18, “SEGMENT INFORMATION” to our unaudited interim Condensed Consolidated Financial Statements for a reconciliation of segment profit to Income (loss) before income taxes.
The following table presents segment revenues, segment revenues as a percentage of total revenues, and the period-over-period changes in segment revenues for the three months ended June 30, 2026 and 2025. The following table also presents segment profits, segment profits as a percentage of segment revenues and the period-over-period changes in segment profits for the three months ended June 30, 2026 and 2025.
Three Months Ended June 30,
2026 2025 Change
(in millions) Amount Pct. Amount Pct. Amount Pct.
Segment Revenues
Salix $ 758 26 % $ 627 25 % $ 131 21 %
International 305 11 % 278 11 % 27 10 %
Solta Medical 176 6 % 128 5 % 48 38 %
Diversified 219 8 % 219 9 % — — %
Bausch + Lomb 1,394 49 % 1,278 50 % 116 9 %
Total revenues $ 2,852 100 % $ 2,530 100 % $ 322 13 %
Segment Profits / Segment Profit Margins
Salix $ 605 80 % $ 455 73 % $ 150 33 %
International 90 30 % 78 28 % 12 15 %
Solta Medical 91 52 % 54 42 % 37 69 %
Diversified 142 65 % 139 63 % 3 2 %
Bausch + Lomb 335 24 % 248 19 % 87 35 %
Total segment profits $ 1,263 44 % $ 974 38 % $ 289 30 %
Organic Revenues and Organic Growth Rates (non-GAAP)
Organic revenue and organic revenue change are non-GAAP measures. Non-GAAP measures are not standardized measures under the financial reporting framework used to prepare the Company’s financial statements and might not be comparable to similar financial measures disclosed by other issuers.
Organic revenue (non-GAAP) and change in organic revenue (non-GAAP), are defined as GAAP Revenue and change in GAAP revenue (the most directly comparable GAAP financial measures), adjusted for changes in foreign currency exchange rates (if applicable) and excluding the impact of recent acquisitions, divestitures and discontinuations, as defined below. Organic revenue (non-GAAP) is impacted by changes in product volumes and price. The price component is made up of two key drivers: (i) changes in product gross selling price and (ii) changes in sales deductions. The Company uses organic revenue (non-GAAP) and change in organic revenue (non-GAAP) to assess performance of its reportable segments, and the Company in total. The Company believes that providing these measures is useful to investors as they provide a supplemental period-to-period comparison.
The adjustments to GAAP Revenue and changes in GAAP revenue to determine organic revenue (non-GAAP) and changes in organic revenue (non-GAAP) are as follows:
Foreign currency exchange rates: Although changes in foreign currency exchange rates are part of our business, they are not within management’s control. Changes in foreign currency exchange rates, however, can mask positive or negative trends in the business. The impact of changes in foreign currency exchange rates is determined as the difference in the current period reported revenues at their current period currency exchange rates and the current period reported revenues revalued using the monthly average currency exchange rates during the comparable prior period.
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Acquisitions, divestitures and discontinuations: In order to present period-over-period organic revenue (non-GAAP) growth/change on a comparable basis, revenues associated with acquisitions, divestitures and discontinuations are adjusted to include only revenues from those businesses and assets owned during both periods. Accordingly, organic revenue and organic growth/change exclude from the current period, revenues attributable to each acquisition for twelve months subsequent to the day of acquisition, as there are no revenues from those businesses and assets included in the comparable prior period. Organic revenue and change in organic revenue exclude from the prior period, all revenues attributable to each divestiture and discontinuance during the twelve months prior to the day of divestiture or discontinuance, as there are no revenues from those businesses and assets included in the comparable current period.
The following table presents a reconciliation of GAAP revenues to organic revenues (non-GAAP) and the period-over-period changes in organic revenue (non-GAAP) for the three months ended June 30, 2026 and 2025 by segment.
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Change in Organic Revenue (Non-GAAP)
Revenue as Reported Changes in Exchange Rates Acquisitions Organic Revenue (Non-GAAP) Revenue as Reported Divestitures and Discontinuations Organic Revenue (Non-GAAP)
(in millions) Amount Pct.
Salix $ 758 $ — $ — $ 758 $ 627 $ (1) $ 626 $ 132 21 %
International 305 (12) — 293 278 — 278 15 5 %
Solta Medical 176 (1) (32) 143 128 — 128 15 12 %
Diversified 219 — — 219 219 (1) 218 1 — %
Bausch + Lomb 1,394 (12) (3) 1,379 1,278 (5) 1,273 106 8 %
Total $ 2,852 $ (25) $ (35) $ 2,792 $ 2,530 $ (7) $ 2,523 $ 269 11 %
Salix Segment:
Salix Segment Revenue
The Salix segment includes our Xifaxan® product line which currently accounts for approximately 85% of the Salix segment revenues. Salix segment revenue for the three months ended June 30, 2026 and 2025 was $758 million and $627 million, respectively, an increase of $131 million, or 21%, primarily attributable to an increase in net realized pricing of $205 million, partially offset by: (i) a decrease in volumes of $73 million and (ii) the impact of divestitures and discontinuations of $1 million. These changes in net realized pricing and volumes were partially the result of our decision to exit certain channels, as previously discussed.
Salix Segment Profit
The Salix segment profit for the three months ended June 30, 2026 and 2025 was $605 million and $455 million, respectively, an increase of $150 million, or 33%. The increase was primarily driven by: (i) higher contribution attributable to the increase in revenues, as previously discussed, and (ii) lower SG&A and R&D expenses.
International Segment:
International Segment Revenue
The International segment has a diversified product line with no single product group representing 10% or more of its product sales. The International segment revenue was $305 million and $278 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $27 million, or 10%. The increase was primarily attributable to: (i) the favorable impact of foreign currencies of $12 million, (ii) an increase in volumes of $8 million, primarily attributable to Latin America and EMEA and (iii) an increase in net realized pricing of $7 million.
International Segment Profit
The International segment profit for the three months ended June 30, 2026 and 2025 was $90 million and $78 million, respectively, an increase of $12 million, or 15% and was primarily driven by higher contribution primarily attributable to the increase in revenues, as previously discussed.
Solta Medical Segment:
Solta Medical Segment Revenue
The Solta Medical segment includes the Thermage® product line, which accounted for over 85% of the Solta Medical segment revenues. The Solta Medical segment revenue for the three months ended June 30, 2026 and 2025 was $176 million and $128 million, respectively, an increase of $48 million, or 38%. The increase was primarily attributable to: (i) incremental
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sales attributable to the acquisition of Shibo Zhenmei of $32 million, (ii) an increase in volumes of $18 million and (iii) the favorable impact of foreign currencies of $1 million, partially offset by a decrease in net realized pricing of $3 million.
Solta Medical Segment Profit
The Solta Medical segment profit for the three months ended June 30, 2026 and 2025 was $91 million and $54 million, respectively, an increase of $37 million, or 69%. The increase was primarily driven by higher contribution attributable to the increase in revenues as previously discussed, partially offset by higher: (i) selling, advertising and promotion expenses, partially attributable to the acquisition of Shibo Zhenmei and (ii) R&D expenses.
Diversified Segment:
Diversified Segment Revenue
The Diversified segment revenue for each of the three months ended June 30, 2026 and 2025 was $219 million, driven by increases in net realized pricing of $58 million, primarily in our Neuroscience business, which were offset by: (i) a decrease in volumes of $57 million, primarily in our Neuroscience business and (ii) the impact of divestitures and discontinuations of $1 million. These changes in volumes and net realized pricing were partially the result of our decision to exit certain channels, as previously discussed.
Diversified Segment Profit
The Diversified segment profit for the three months ended June 30, 2026 and 2025 was $142 million and $139 million, respectively, an increase of $3 million, or 2%. The increase was primarily driven by lower advertising and promotion expenses.
Bausch + Lomb Segment:
Bausch + Lomb Segment Revenue
The Bausch + Lomb segment revenue was $1,394 million and $1,278 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $116 million, or 9%. The increase was primarily driven by: (i) an increase in net realized pricing of $59 million, primarily driven by the Vision Care and Pharmaceuticals businesses, (ii) an increase in volumes of $47 million primarily within the Surgical business, (iii) the favorable impact of foreign currencies of $12 million and (iv) incremental sales attributable to acquisitions of $3 million, partially offset by the impact of divestitures and discontinuations of $5 million.
Bausch + Lomb Segment Profit
The Bausch + Lomb segment profit for the three months ended June 30, 2026 and 2025 was $335 million and $248 million, respectively, an increase of $87 million, or 35%. The increase was primarily attributable to the increase in revenues as previously discussed, partially offset by higher selling and R&D expenses.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Revenues
Our revenue was $5,376 million and $4,789 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $587 million, or 12%. The increase was primarily due to: (i) an increase in net realized pricing of $554 million attributable to our Salix, Bausch + Lomb, Diversified and International segments, (ii) the favorable impact of foreign currencies of $96 million and (iii) incremental sales attributable to acquisitions of $68 million. The increase was partially offset by: (i) a decrease in volumes of $120 million attributable to our Salix and Diversified segments, partially offset by increase in volumes in our Bausch + Lomb and Solta Medical segments and (ii) the impact of divestitures and discontinuations of $11 million. These changes in net realized pricing and volumes were partially the result of our decision to exit certain channels, as previously discussed.
The changes in our segment revenues and segment profits for the six months ended June 30, 2026, are discussed in further detail in the respective subsequent section titled “ — Reportable Segment Revenues and Profits”.
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Cash Discounts and Allowances, Chargebacks and Distribution Fees
Provisions recorded to reduce gross product sales to net product sales and revenues for the six months ended June 30, 2026 and 2025 were as follows:
Six Months Ended June 30,
2026 2025
(in millions) Amount Pct. Amount Pct.
Gross product sales $ 8,339 100.0 % $ 8,266 100.0 %
Provisions to reduce gross product sales to net product sales
Discounts and allowances 343 4.1 % 348 4.2 %
Returns 82 1.0 % 68 0.8 %
Rebates 1,792 21.5 % 2,072 25.2 %
Chargebacks 671 8.0 % 887 10.7 %
Distribution fees 126 1.5 % 160 1.9 %
Total provisions 3,014 36.1 % 3,535 42.8 %
Net product sales 5,325 63.9 % 4,731 57.2 %
Other revenues 51 58
Revenues $ 5,376 $ 4,789
Cash discounts and allowances, returns, rebates, chargebacks and distribution fees as a percentage of gross product sales were 36.1% and 42.8% for the six months ended June 30, 2026 and 2025, respectively, a decrease of 6.7 percentage points. The decrease was primarily due to:
•rebates as a percentage of gross product sales which were lower primarily due to lower rebates for Xifaxan® and Jublia® as well as lower rebates for lower gross product sales of certain branded products such as Relistor®, Apriso®, Onexton® and Wellbutrin® and Bausch + Lomb’s XIIDRA®;
•chargebacks as a percentage of gross product sales which were lower primarily due to lower chargebacks for Xifaxan® and Wellbutrin® and lower gross product sales of certain generic products such as Elidel® AG.
Expenses
Cost of Goods Sold (excluding amortization and impairments of intangible assets)
Cost of goods sold was $1,474 million and $1,431 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $43 million, or 3%. The increase was primarily driven by: (i) the unfavorable impact of foreign currencies and (ii) higher manufacturing variances, partially offset by: (i) decrease in volumes and (ii) the impact in 2025 of the amortization of inventory step-up related to Bausch + Lomb’s acquisition of XIIDRA®.
Cost of goods sold as a percentage of product sales revenue was 27.7% and 30.2% for the six months ended June 30, 2026 and 2025, respectively, a decrease of 2.5 percentage points. The favorable change was primarily driven by: (i) increase in net realizable pricing, (ii) favorable change in product mix and (iii) the favorable impact of foreign currencies to revenues. Cost of goods sold as a percentage of Product sales during the six months ended June 30, 2025, was unfavorably impacted by the amortization of inventory step-up related to Bausch + Lomb’s acquisition of XIIDRA®, as well as the impact of Bausch + Lomb’s voluntary recall of certain enVista® IOL products.
Selling, General and Administrative Expenses
SG&A expenses were $1,768 million and $1,761 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $7 million. The increase is primarily attributable to higher compensation costs and selling expenses, partially offset by lower general and administrative expenses.
Research and Development
R&D expenses were $336 million and $302 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $34 million, or 11%. The increase is primarily attributable to an increase in spend on certain projects in the Bausch + Lomb and Solta Medical segments, partially offset by lower spend in our Salix segment.
R&D expenses as a percentage of Product sales were approximately 6% for each of the six months ended June 30, 2026 and 2025.
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Amortization of Intangible Assets
Amortization of intangible assets was $466 million and $512 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $46 million, or 9%. The decrease was primarily attributable to fully amortized intangible assets no longer being amortized in 2026.
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed Consolidated Financial Statements for further details related to our intangible assets.
Goodwill Impairments
Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level. An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that indicate an impairment might be present. A reporting unit is the same as, or one level below, an operating segment. We test reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment based on the difference between fair value and carrying amount of the reporting unit as a reduction to goodwill. The fair value of a reporting unit refers to the price that would be received to sell the reporting unit in an orderly transaction between market participants. We estimate the fair values of our reporting units using a discounted cash flow model, which utilizes Level 3 unobservable inputs.
Goodwill impairments were $1,426 million for the six months ended June 30, 2026, related to the Salix reporting unit. 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 and recognized an impairment charge of $1,426 million.
Restructuring, integration and separation costs
Restructuring, integration and separation costs were $22 million and $32 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $10 million. The Company continues to evaluate opportunities to streamline its operations and identify additional cost savings globally. Although a specific plan does not exist at this time, the Company may identify and take additional exit and cost-rationalization restructuring actions in the future, the costs of which could be material.
See Note 5, “RESTRUCTURING, INTEGRATION AND SEPARATION COSTS” to our unaudited interim Condensed Consolidated Financial Statements for further details regarding these actions.
Other Expense (Income), Net
Other expense (income), net for the six months ended June 30, 2026 and 2025 consists of the following:
Six Months Ended June 30,
(in millions) 2026 2025
Acquisition-related contingent consideration $ 18 $ (40)
Acquired IPR&D costs 16 29
Litigation and other matters, net of insurance recoveries and restitutions 16 5
Asset impairments 9 —
Acquisition-related transaction costs 1 3
Other, net (2) —
$ 58 $ (3)
Acquisition-related contingent consideration reflects adjustments for changes in estimates in the timing and amounts of expected future royalty and milestone payments and accretion for the time value of money.
Acquired IPR&D costs are primarily related to certain acquisitions by Bausch + Lomb.
Litigation and other matters, net of insurance recoveries and restitutions primarily relates to adjustments to provisions for certain legal matters and for the six months ended June 30, 2025, also includes restitution received in connection with a certain legal matter.
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Asset impairments are related to a change in the future forecasted revenue of a certain product.
Non-Operating Income and Expense
Interest Expense
Interest expense was $798 million and $795 million and included non-cash amortization and write-offs of debt premiums, discounts and deferred issuance costs of $35 million and $56 million for the six months ended June 30, 2026 and 2025, respectively. Interest expense increased $3 million. The increase is primarily attributable to higher effective interest rates on the debt as refinanced in 2025, partially offset by: (i) the write-off of financing costs associated with the Company’s April 2025 Refinancing Transactions and the B+L June 2025 Credit Facility Amendment and (ii) lower interest rates on Bausch + Lomb’s January 2031 Refinancing Term Facility as compared to term facilities outstanding during 2025.
The weighted average stated rate of interest as of June 30, 2026 and 2025 was 8.46% and 8.63%, 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.
Gain on Extinguishment of Debt
Gain on extinguishment of debt was $178 million for the six months ended June 30, 2025, as discussed above.
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements for further details.
Foreign Exchange and Other
Foreign exchange and other was a loss of $18 million and $34 million for the six months ended June 30, 2026 and 2025, respectively, a favorable net change of $16 million.
Income Taxes
Provision for income taxes was $165 million and $51 million for the six months ended June 30, 2026 and 2025, respectively, an unfavorable change of $114 million. Our effective income tax rate for the six months ended June 30, 2026 differs from the statutory Canadian income tax rate primarily due to: (i) the recording of valuation allowances on entities for which no tax benefit of losses is expected and (ii) the tax provision generated from our annualized mix of earnings by jurisdiction.
Our effective income tax rate for the six months ended June 30, 2025 differs from the statutory Canadian income tax rate primarily due to: (i) the recording of valuation allowances on entities for which no tax benefit of losses is expected, (ii) the tax provision generated from our annualized mix of earnings by jurisdiction and (iii) the discrete treatment of certain tax matters, primarily related to the finalization of the settlement with the IRS for the 2017 capital loss.
See Note 15, “INCOME TAXES” to our unaudited interim Condensed Consolidated Financial Statements for further details.
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Reportable Segment Revenues and Profits
The following table presents segment revenues, segment revenues as a percentage of total revenues, and the year-over-year changes in segment revenues for the six months ended June 30, 2026 and 2025. The following table also presents segment profits, segment profits as a percentage of segment revenues and the year-over-year changes in segment profits for the six months ended June 30, 2026 and 2025.
Six Months Ended June 30,
2026 2025 Change
(in millions) Amount Pct. Amount Pct. Amount Pct.
Segment Revenues
Salix $ 1,397 26 % $ 1,169 24 % $ 228 20 %
International 590 11 % 540 11 % 50 9 %
Solta Medical 347 6 % 241 5 % 106 44 %
Diversified 404 8 % 424 9 % (20) (5) %
Bausch + Lomb 2,638 49 % 2,415 51 % 223 9 %
Total revenues $ 5,376 100 % $ 4,789 100 % $ 587 12 %
Segment Profits / Segment Profit Margins
Salix $ 1,073 77 % $ 826 71 % $ 247 30 %
International 178 30 % 163 30 % 15 9 %
Solta Medical 166 48 % 107 44 % 59 55 %
Diversified 254 63 % 266 63 % (12) (5) %
Bausch + Lomb 612 23 % 428 18 % 184 43 %
Total segment profits $ 2,283 42 % $ 1,790 37 % $ 493 28 %
The following table presents organic revenue (non-GAAP) and the year-over-year changes in organic revenue (non-GAAP) for the six months ended June 30, 2026 and 2025 by segment. Organic revenues (non-GAAP) and organic growth (non-GAAP) rates are defined in the previous section titled “—Reportable Segment Revenues and Profits”.
Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Change in Organic Revenue (Non-GAAP)
Revenue as Reported Changes in Exchange Rates Acquisitions Organic Revenue (Non-GAAP) Revenue as Reported Divestitures and Discontinuations Organic Revenue (Non-GAAP)
(in millions) Amount Pct.
Salix $ 1,397 $ — $ — $ 1,397 $ 1,169 $ (1) $ 1,168 $ 229 20 %
International 590 (37) — 553 540 (1) 539 14 3 %
Solta Medical 347 (5) (64) 278 241 — 241 37 15 %
Diversified 404 — — 404 424 (1) 423 (19) (4) %
Bausch + Lomb 2,638 (54) (4) 2,580 2,415 (8) 2,407 173 7 %
Total $ 5,376 $ (96) $ (68) $ 5,212 $ 4,789 $ (11) $ 4,778 $ 434 9 %
Salix Segment:
Salix Segment Revenue
The Salix segment includes the Xifaxan® product line. Revenues from our Xifaxan® product line accounted for approximately 85% of the Salix segment revenues. The Salix segment revenue for the six months ended June 30, 2026 and 2025 was $1,397 million and $1,169 million, respectively, an increase of $228 million, or 20%. The increase was primarily attributable to an increase in net realized pricing of $353 million, partially offset by: (i) a decrease in volumes of $124 million and (ii) the impact of divestitures and discontinuations of $1 million. These changes in volumes and net realized pricing were partially the result of our decision to exit certain channels, as previously discussed.
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Salix Segment Profit
The Salix segment profit for the six months ended June 30, 2026 and 2025 was $1,073 million and $826 million, respectively, an increase of $247 million, or 30%. The increase was primarily driven by: (i) higher contribution attributable to the increase in revenues, as previously discussed and (ii) lower SG&A and R&D expenses.
International Segment:
International Segment Revenue
The International segment has a diversified product line with no single product group representing 10% or more of its product sales. The International segment revenue was $590 million and $540 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $50 million, or 9%. The increase was primarily attributable to: (i) the favorable impact of foreign currencies of $37 million primarily attributable to Latin America and EMEA and (ii) an increase in net realized pricing of $14 million, partially offset by the impact of divestitures and discontinuations of $1 million.
International Segment Profit
The International segment profit for the six months ended June 30, 2026 and 2025 was $178 million and $163 million, respectively, an increase of $15 million, or 9%. This increase was primarily driven by higher contribution primarily attributable to the increase in revenues, as previously discussed, partially offset higher SG&A expenses.
Solta Medical Segment:
Solta Medical Segment Revenue
The Solta Medical segment includes the Thermage® product line, which accounted for over 85% of the Solta Medical segment revenues. The Solta Medical segment revenue for the six months ended June 30, 2026 and 2025 was $347 million and $241 million, respectively, an increase of $106 million, or 44%. The increase was primarily due to: (i) incremental sales attributable to the acquisition of Shibo Zhenmei of $64 million, (ii) an increase in volumes of $41 million and (iii) the favorable impact of foreign currencies of $5 million, partially offset by a decrease in net realized pricing of $4 million.
Solta Medical Segment Profit
The Solta Medical segment profit for the six months ended June 30, 2026 and 2025 was $166 million and $107 million, respectively, an increase of $59 million, or 55%. The increase was primarily driven by higher contribution attributable to the increase in revenues as previously discussed, partially offset by higher: (i) expenses related to the reacquired inventory attributable to the Shibo Zhenmei acquisition, (ii) selling, advertising and promotion expenses and (iii) R&D expenses.
Diversified Segment:
Diversified Segment Revenue
The Diversified segment revenue for the six months ended June 30, 2026 and 2025 was $404 million and $424 million, respectively, a decrease of $20 million, or 5%. The decrease was primarily driven by: (i) a decrease in volumes of $113 million, primarily in our Neuroscience business and (ii) the impact of divestitures and discontinuations of $1 million, partially offset by an increase in net realized pricing of $94 million. These changes in volumes and net realized pricing were partially the result of our decision to exit certain channels, as previously discussed.
Diversified Segment Profit
The Diversified segment profit for the six months ended June 30, 2026 and 2025 was $254 million and $266 million, respectively, a decrease of $12 million, or 5% and was primarily attributable to lower contribution attributable to the decrease in revenues, as previously discussed.
Bausch + Lomb Segment:
Bausch + Lomb Segment Revenue
The Bausch + Lomb segment revenue was $2,638 million and $2,415 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $223 million, or 9%. The increase was primarily due to: (i) an increase in net realized pricing of $97 million driven by the Pharmaceuticals and Vision Care businesses, (ii) an increase in volumes of $76 million across all the Bausch + Lomb businesses, (iii) the favorable impact of foreign currencies of $54 million and (iv) incremental sales attributable to acquisitions of $4 million, partially offset by the impact of divestitures and discontinuations of $8 million.
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Bausch + Lomb Segment Profit
The Bausch + Lomb segment profit for the six months ended June 30, 2026 and 2025 was $612 million and $428 million, respectively, an increase of $184 million, or 43%. The increase was primarily driven by the increase in revenues as previously discussed, partially offset by higher selling and R&D expenses.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Six Months Ended June 30,
(in millions) 2026 2025 Change
Net (loss) income $ (1,171) $ 42 $ (1,213)
Adjustments to reconcile net (loss) income to net cash provided by operating activities 2,097 432 1,665
Cash provided by operating activities before changes in operating assets and liabilities 926 474 452
Changes in operating assets and liabilities (26) 26 (52)
Net cash provided by operating activities 900 500 400
Net cash used in investing activities (232) (230) (2)
Net cash (used in) provided by financing activities (149) 212 (361)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (6) 60 (66)
Net increase in cash, cash equivalents and restricted cash 513 542 (29)
Cash, cash equivalents and restricted cash, beginning of period 1,325 1,201 124
Cash, cash equivalents and restricted cash, end of period $ 1,838 $ 1,743 $ 95
Operating Activities
Net cash provided by operating activities was $900 million and $500 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $400 million.
Cash provided by operating activities before changes in operating assets and liabilities was $926 million and $474 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $452 million and is primarily attributable to our improved operating performance as previously discussed, partially offset by higher payments of accrued legal settlements of $71 million during 2026 as compared to 2025.
Changes in operating assets and liabilities resulted in a net decrease in cash of $26 million and a net increase in cash of $26 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $52 million. During the six months ended June 30, 2026, Changes in operating assets and liabilities were unfavorably impacted by: (i) timing of certain payments in the ordinary course of business of $68 million and (ii) an increase in inventories of $36 million, partially offset by the timing in the collection of trade receivables of $78 million. During the six months ended June 30, 2025, Changes in operating assets and liabilities were favorably impacted by: (i) the timing of certain payments in the ordinary course of business of $30 million and (ii) an increase in inventories of $23 million, partially offset by the favorable timing in the collection of trade receivables of $19 million.
Investing Activities
Net cash used in investing activities was $232 million for the six months ended June 30, 2026 and was primarily driven by Purchases of property, plant and equipment and B+L acquisitions and other investments.
Net cash used in investing activities was $230 million for the six months ended June 30, 2025 and was primarily driven by Purchases of property, plant and equipment and B+L acquisitions and other investments.
Financing Activities
Net cash used in financing activities was $149 million for the six months ended June 30, 2026 and was primarily driven by the repayment of long-term debt of $2,969 million which included: (i) $2,802 million of repayments of debt with the proceeds related to the Bausch + Lomb January 2026 Credit Facility Amendment, (ii) $113 million of contractual interest payments on the Remaining Secured Notes (as defined below) allocated to the reduction of the recorded premiums, (iii) repayments of $25 million related to the B+L 2030 Revolving Credit Facility and (iv) $22 million of amortization payments related to our term loan facilities, partially offset by the Issuance of long-term debt of $2,886 million representing $2,802 million of net proceeds from the Bausch + Lomb January 2026 Credit Facility Amendment and borrowings of $75 million under the B+L 2030 Revolving Credit Facility.
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Net cash provided by financing activities was $212 million for the six months ended June 30, 2025 and was primarily driven by Issuance of long-term debt, net of discounts, of $10,422 million which included: (i) the net proceeds from the April 2025 Refinancing Transactions and the B+L June 2025 Refinancing Activity and (ii) additional borrowings under the B+L May 2027 Revolving Credit Facility. Issuance of long-term debt was partially offset by Repayments of long-term debt of $10,135 million and Payments of financing costs of $36 million. Repayments of long-term debt include: (i) repayments of debt with the proceeds of the April 2025 Refinancing Transactions and the B+L June 2025 Refinancing Activity, (ii) $164 million of contractual interest payments on the 2022 Secured Notes allocated to the reduction of the recorded premiums and (iii) $42 million of amortization payments related to our term loan facilities. Payments of financing costs primarily relate to the April 2025 Refinancing Transactions and the B+L June 2025 Refinancing Activity.
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements for additional information regarding the financing activities described above, including the definitions of certain defined terms used above.
Liquidity and Debt
Future Sources of Liquidity
Our primary sources of liquidity are our cash and cash equivalents, cash collected from customers, funds as available from our revolving credit facilities, issuances of long-term debt and issuances of equity and equity-linked securities. We believe these sources will be sufficient to meet our current liquidity needs for the next twelve months.
Cash, cash equivalents and restricted cash as presented in the Condensed Consolidated Balance Sheet includes 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. As of June 30, 2026 and 2025, cash, cash equivalents and restricted cash was as follows:
(in millions) 2026 2025
Bausch Health $ 1,460 $ 1,471
Bausch + Lomb 378 272
Total Cash, cash equivalents and restricted cash $ 1,838 $ 1,743
As of June 30, 2026, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
(in millions) Remainder of 2026 2027 2028 2029 2030 2031 Thereafter Total
Bausch Health debt obligations $ 15 $ 673 $ 2,326 $ 1,639 $ 3,995 $ 463 $ 6,000 $ 15,111
Bausch + Lomb debt obligations 14 28 1,440 28 178 3,440 — 5,128
Total debt obligations $ 29 $ 701 $ 3,766 $ 1,667 $ 4,173 $ 3,903 $ 6,000 $ 20,239
We regularly evaluate market conditions, our liquidity profile and available financing alternatives and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings or other monetization of a portion of our holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage our debt maturities and to improve our capital structure and liquidity.
Our ability to satisfy our debt obligations will depend principally upon our future operating performance, as well as our continuing efforts to improve our balance sheet. Our ability to restructure or refinance our debt, should we elect to do so, will depend on the capital markets and our financial condition at such times. Additional information about these factors can be found in Item 1A. “Risk Factors – Debt-related Risks” of our Annual Report on Form 10-K for the year ended December 31, 2025.
Long-term Debt
Long-term debt, net of unamortized premiums, discounts and issuance costs was $20,741 million and $20,817 million as of June 30, 2026 and December 31, 2025, respectively. Aggregate contractual principal amounts due under our debt obligations were $20,239 million and $20,232 million as of June 30, 2026 and December 31, 2025, respectively, an increase of $7 million.
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Accounting for the 2022 Exchange
During September 2022, the Company closed a series of transactions whereby it exchanged (the “2022 Exchange”) validly tendered senior unsecured notes for newly issued secured notes (the “2022 Secured Notes”). The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60. 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.
The original premium recorded on the 2022 Secured Notes was $1,835 million, which has been reduced as contractual interest payments are made on the 2022 Secured Notes. The portion of each contractual interest payment allocated to reduce the recorded premium is determined as the difference between the payment due and the calculated interest at the effective interest rate of the underlying carry amount of the associated note. During the six months ended June 30, 2026 and 2025, the 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.
In connection with the April 2025 Refinancing Transactions, we redeemed all of the 9.00% Intermediate Holdco Secured Notes issued in connection with the 2022 Exchange. The April 2025 Refinancing Transactions was accounted for as an extinguishment of debt and the unamortized premium associated with the 9.00% Intermediate Holdco Secured Notes was included in the gain on extinguishment of debt. In connection with the December 2025 Exchange, we 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. During the six months ended June 30, 2026, the Company made contractual interest payments of $300 million related to the 2023 Secured Notes, of which $47 million was recorded as a reduction of the premium.
The following table presents the future scheduled contractual interest payments of our 11.00% First Lien Secured Notes due 2028, 14.00% Second Lien Secured Notes due 2030 and 10.00% Senior Secured Notes due 2032 (together, the “Remaining Secured Notes”). Contractual interest payments of the Remaining Secured Notes will be allocated to the reduction of the recorded premium and interest expense as presented below. The amount of interest which reduces the recorded premium will be reported as a financing activity in the Consolidated Statements of Cash Flows.
(in millions) Remainder of 2026 2027 2028 2029 2030 2031 to 2032 Total
Interest payments:
11.00% First Lien Secured Notes due 2028 $ 49 $ 98 $ 97 $ — $ — $ — $ 244
14.00% Second Lien Secured Notes due 2030 25 49 49 49 50 — 222
10.00% Senior Secured Notes due 2032 300 600 600 600 600 900 3,600
$ 374 $ 747 $ 746 $ 649 $ 650 $ 900 $ 4,066
Interest payments recorded as:
Interest expense $ 288 $ 572 $ 566 $ 554 $ 550 $ 809 $ 3,339
Reduction of recorded premium 86 175 180 95 100 91 727
$ 374 $ 747 $ 746 $ 649 $ 650 $ 900 $ 4,066
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 2025 Credit Agreement, other than 126NumberCo and 1530065 B.C. Ltd. (“153NumberCo”). 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 2025 Credit Agreement, other than 126NumberCo and 153NumberCo. Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes. The Senior Unsecured Notes and Senior Secured Notes are guaranteed by a portion of the Company’s subsidiaries. On a non-consolidated basis, the non-guarantor subsidiaries with respect to the Senior Unsecured Notes and Senior Secured Notes (other than the 2032 Senior Secured Notes) had total assets of $25,957 million and total liabilities of $17,443 million as of June 30, 2026, and revenues of $3,147 million and operating income of $124 million for the six months ended June 30, 2026. On a non-consolidated basis, the non-guarantor subsidiaries with respect to the 2032 Senior Secured Notes had total assets of $16,507 million and total liabilities of $8,191 million as of June 30, 2026, and revenues of $3,147 million and operating income of $124 million for the six months ended June 30, 2026.
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See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements for additional information regarding the financing activities described above, including the definitions of certain defined terms used above.
Availability Under Revolving Credit Facilities
As of July 29, 2026, there were no outstanding borrowings, $31 million of issued and outstanding letters of credit and approximately $469 million of remaining availability under the 2030 Revolving Credit Facility.
As of July 29, 2026, there were $150 million of outstanding borrowings, $32 million of issued and outstanding letters of credit and $618 million of remaining availability under the B+L 2030 Revolving Credit Facility. Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L 2030 Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.
Weighted Average Interest Rate
The accounting for the 2022 Exchange results in the Remaining Secured Notes being carried at a premium relative to their principal amount and will result in reduced interest expense to be recorded in our financial statements for a significant portion of the Remaining Secured Notes as depicted in the table above. Therefore, interest expense recorded in our consolidated financial statements will differ significantly from the contractual interest rates of our debt. As of June 30, 2026, the weighted average interest rate of our debt as reported in our financial statements was 7.52% and the weighted average stated rate of interest was 8.46%.
Focus on Capitalization of the Post-separation Entities
In connection with a potential B+L Separation, we have emphasized that it is important that the post-separation entities be appropriately capitalized, with appropriate leverage and with access to additional capital, if and when needed, to provide each entity with the ability to independently allocate capital to areas that will strengthen their own competitive positions in their respective lines of business and position each entity for sustainable growth.
Credit Rating
As of July 29, 2026, the credit ratings and outlook from Moody’s, Standard & Poor’s and Fitch for certain outstanding obligations of the Company were as follows:
Bausch Health Companies Inc. Bausch + Lomb Corporation
Rating Agency Corporate Rating Senior Secured Rating Senior Unsecured Rating Outlook Corporate Rating Senior Secured Rating Outlook
Moody’s Caa2 Caa1 Ca Stable B1 Stable
Standard & Poor’s B- B- CCC+ Negative B B Developing
Fitch B BB Rating Watch Evolving
Bausch Health Companies Inc. - There was no change to the corporate credit rating or other credit ratings of Bausch Health Companies Inc. during the second quarter of 2026.
Bausch + Lomb Corporation - There was no change to the corporate credit rating or other credit ratings of Bausch + Lomb during the second quarter of 2026.
Any downgrade in our corporate credit ratings or other credit ratings may increase our cost of borrowing and may negatively impact our ability to raise additional debt capital.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material effect on our results of operations, financial condition, capital expenditures, liquidity or capital resources.
A substantial portion of our cash requirements for the remainder of 2026 are for debt service. Our other future cash requirements relate to working capital, capital expenditures, business development transactions (contingent consideration), restructuring, integration and separation costs, benefit obligations and litigation settlements. In addition, we may use cash to enter into licensing arrangements and/or to make strategic acquisitions. We are considering further acquisition opportunities within our core therapeutic areas, some of which could be sizable.
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In addition to our working capital requirements, as of June 30, 2026, we expect our primary cash requirements during the remainder of 2026 to include:
•Debt repayments and interest payments—We anticipate making mandatory maturities and amortization payments of approximately $29 million and interest payments of approximately of $870 million during the period July 1, 2026 through December 31, 2026. We have, and in the future may also elect to make additional principal payments under certain circumstances. Further, in the ordinary course of business, we may borrow and repay additional amounts under our credit facilities using cash on hand, cash from operations and cash provided from other financing or refinancing actions, including the sale of equity or equity-linked securities, additional debt financings, and the monetization of a portion of our holdings of Bausch + Lomb;
•Capital expenditures—We expect to make payments of approximately $160 million for property, plant and equipment during the period July 1, 2026 through December 31, 2026; and
•Contingent consideration and milestone payments—We expect to make contingent consideration and milestone payments of approximately $56 million during the period July 1, 2026 through December 31, 2026.
Future Costs of Potential B+L Separation
The Company has incurred costs associated with activities to complete the B+L Separation and may continue to incur costs associated with the B+L Separation. These activities include the costs of 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. The Company has also incurred, and may incur, separation-related costs which are incremental costs indirectly related to the B+L Separation. These costs may include, but are not limited to: (i) rebranding costs and (ii) costs associated with facility relocation and/or modification. The extent and timing of future charges for these costs cannot be reasonably estimated at this time and could be material.
Litigation Payments
In the ordinary course of business, the Company is involved in litigation, claims, government inquiries, investigations, charges and proceedings. As of June 30, 2026, the Company’s Condensed Consolidated Balance Sheet includes accrued loss contingencies of $18 million related to matters which are both probable and reasonably estimable, however, a reliable estimate of the period in which the remaining loss contingencies will be payable, if ever, cannot be made. Our ability to successfully defend the Company against pending and future litigation may impact future cash flows.
See Note 17, “LEGAL PROCEEDINGS” to our unaudited interim Condensed Consolidated Financial Statements for further details.
Future Cost Savings Programs
We continue to evaluate opportunities to improve our operating results and may initiate additional cost savings programs to streamline our operations and eliminate redundant processes and expenses. These cost savings programs may include, but are not limited to: (i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives. The expenses associated with the implementation of these cost savings programs could be material and may impact our cash flows.
Future Licensing Payments
In the ordinary course of business, the Company may enter into select licensing and collaborative agreements for the commercialization and/or development of unique products primarily in the U.S. and Canada. In connection with these agreements, the Company may pay an upfront fee to secure the agreement. See Note 4, “LICENSING AGREEMENTS AND ACQUISITIONS” to our unaudited interim Condensed Consolidated Financial Statements. Payments associated with the upfront fee for these agreements cannot be reasonably estimated at this time and could be material.
Future Repurchases of Debt
The Company regularly evaluates market conditions, its liquidity profile, and available financing alternatives for opportunities to enhance its capital structure. If opportunities are favorable, we may, from time to time, purchase outstanding debt for cash in open market purchases or privately negotiated transactions. Such repurchases or exchanges, if any, will depend on prevailing market conditions, future liquidity requirements, contractual restrictions and other factors.
There have been no other material changes to the contractual obligations disclosed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Off-Balance Sheet Arrangements and Contractual Obligations” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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OUTSTANDING SHARE DATA
Our common shares trade on the New York Stock Exchange and the Toronto Stock Exchange under the symbol “BHC”.
At July 24, 2026, we had 373,990,561 issued and outstanding common shares. In addition, as of July 24, 2026, we had outstanding 4,796,337 stock options, 12,716,075 time-based restricted share units that each represent the right of a holder to receive one of the Company’s common shares and 4,713,198 performance-based restricted share units that represent the right of a holder to receive a number of the Company’s common shares up to a specified maximum. A maximum of 9,426,395 common shares could be issued upon vesting of the performance-based restricted share units outstanding.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those estimates that are most important and material to the preparation of our financial statements, and which require management’s most subjective and complex judgment due to the need to make estimates about matters that are inherently uncertain. Management has reassessed the critical accounting estimates as disclosed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2025 and determined that there were no significant changes in our critical accounting estimates during the six months ended June 30, 2026 except for:
Interim Goodwill Assessment
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.
Salix
In January 2026, we received the results for the double-blind Phase 3 clinical trials for two global RED-C clinical programs evaluating the 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.
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.
NEW ACCOUNTING STANDARDS
None.