Bausch Health Companies Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
BHC$8.18+2.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0000885590-25-000020
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000885590-25-000032
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 428 previous paragraphs and 533 current paragraphs.
285 unchanged; 112 reworded; 116 added; 29 removed; 2 previous and 20 current paragraphs rearranged.
Tables are not compared: 11 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (116)
Current report
B+L June 2025 Refinancing Activity
Current report
On June 26, 2025, Bausch + Lomb entered into a third amendment to its credit agreement (the “B+L June 2025 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 and the B+L June 2025 Credit Facility Amendment, the “B+L Amended Credit Agreement”), whereby Bausch + Lomb entered into an $800 million revolving credit facility maturing June 26, 2030 (subject to customary “springing” maturity provisions) (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” and, together with the B+L September 2028 Term Loan B Facility, 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”) (these transactions together, the “B+L June 2025 Refinancing Activity”).
Current report
On June 26, 2025, certain of Bausch + Lomb’s subsidiaries, Bausch + Lomb Netherlands B.V. and Bausch & Lomb Incorporated (the “B+L Issuers”), issued €675 million aggregate principal amount of Senior Secured Floating Rate Notes due January 2031 (the “B+L January 2031 Senior Secured Notes”). The proceeds from the B+L January 2031 Senior 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(as defined below), (ii) refinance, in full, its outstanding term loans due 2027 and (iii) pay related fees and expenses.
Current report
On July 28, 2025, we issued an irrevocable notice of redemption pursuant to which we will redeem approximately $602 million of aggregate principal amount of our outstanding 9.25% Senior Unsecured Notes due 2026 using cash on hand. The redemption date is August 28, 2025.
Current report
On July 28, 2025, we gave notice to the administrative agent under our AR Facility Agreement (as defined in Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements), of our intention to repay using cash on hand, all outstanding amounts under our AR Credit Facility (as defined in Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements) and to terminate the AR Credit Facility effective October 27, 2025. As of July 30, 2025, the aggregate principal amount outstanding under the AR Credit Facility was $300 million.
Current report
The schedule of maturities above does not give effect to the redemption of the 9.25% Senior Unsecured Notes due 2026 and repayment of the AR Credit Facility as described above.
Current report
In connection with the April 2025 Refinancing Transactions, the Company recognized a net gain on extinguishment of debt of $191 million. In connection with the B+L June 2025 Refinancing Activity, the Company recognized a loss on extinguishment of debt of $13 million.
Current report
•Thermage® FLX - A non-invasive, FDA-cleared skin rejuvenation treatment designed to reduce wrinkles and rhytids, including those on the upper and lower eyelids. It uses radiofrequency energy to stimulate collagen production, resulting in tighter, more contoured skin. The device was officially launched in China in January 2024 following approval by the National Medical Products Administration and received Health Canada approval in April 2025.
Current report
•LuxLife® – Bausch + Lomb is expanding its portfolio of premium intraocular lenses (“IOL”) 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.
Current report
In July 2025, we entered into an agreement to acquire DURECT Corporation (“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 alcohol-associated hepatitis and has been granted both Fast Track and Breakthrough Therapy designations by the FDA. We believe our hepatology development and commercial capabilities are well-suited to support the clinical development and potential commercialization of Larsucosterol. The acquisition is expected to close in the third quarter of 2025, subject to the satisfaction of certain closing conditions included in the agreement.
Current report
Conflict in the Middle East
Current report
One Big Beautiful Bill Act
Current report
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (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
Current report
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. The Company is evaluating the impact of this legislation on its consolidated financial statements and related disclosures for 2025 and future years.
Current report
Revenues for the three months ended June 30, 2025 and 2024 were $2,530 million and $2,403 million, respectively, an increase of $127 million, or 5%. The increase is primarily attributable to growth in our Salix, Bausch + Lomb and Solta
Current report
•an increase in Other income of $38 million, primarily attributable to: (i) changes in estimates related to Acquisition-related contingent consideration during the three months ended June 30, 2025 and (ii) charges for Litigation and other matters during the three months ended June 30, 2024 not recurring in 2025.
Current report
Net income attributable to Bausch Health for the three months ended June 30, 2025 and 2024 was $148 million and $10 million, respectively, an increase of $138 million, which is primarily attributable to the increase in Income before income taxes of $92 million as previously discussed, and the decrease in Provision for income taxes of $37 million.
Current report
Summary of the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current report
Operating income for the six months ended June 30, 2025 and 2024 was $720 million and $670 million, respectively, and included non-cash charges for Depreciation and amortization of intangible assets of $612 million and $638 million, Asset impairments of $0 and $6 million and Share-based compensation of $89 million and $69 million, respectively. The increase in our operating results of $50 million reflects, among other factors:
Current report
•an increase in contribution of $128 million primarily due to the increase in revenues as previously discussed;
Current report
•an increase in SG&A of $135 million primarily attributable to higher selling, advertising and promotion expenses primarily attributable to MIEBO®;
Current report
•a decrease in Asset impairments of $6 million, attributable to higher impairments for the six months ended June 30, 2024; and
Current report
Income before income taxes for the six months ended June 30, 2025 was $93 million as compared to Loss before income taxes for the six months ended June 30, 2024 of $21 million, an increase in our results of $114 million. The change is primarily attributable to: (i) an increase in Gain on extinguishment of debt of $155 million and (ii) the increase in our operating results of $50 million as previously discussed, partially offset by an increase in interest expense of $90 million.
Current report
Net income attributable to Bausch Health for the six months ended June 30, 2025 was $90 million as compared to Net Loss attributable to Bausch Health of $54 million for the six months ended June 30, 2024, an increase in our results of $144 million, primarily due to the increase in our results of $114 million as previously discussed.
Current report
Our revenues were $2,530 million and $2,403 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $127 million, or 5%. The increase was primarily due to: (i) an increase in volumes of $77 million, primarily attributable to our Bausch + Lomb, Solta Medical and Salix segments, (ii) an increase in net realized pricing of $21 million, attributable to our Salix and International segments, (iii) the favorable impact of foreign currencies of $21 million and (iv) incremental sales attributable to acquisitions of $6 million.
Current report
•rebates as a percentage of gross product sales which was higher primarily due to higher rebates for: (i) Bausch + Lomb’s XIIDRA® and MIEBO®, (ii) increased gross product sales for certain branded products such as CABTREO®, Xifaxan® and Jublia®, partially offset by lower gross product sales for Arazlo® and (iii) lower rebates for Trulance®, partially offset by
Current report
•chargebacks as a percentage of gross product sales which was lower primarily due to: (i) lower gross product sales of certain branded products such as Glumetza® SLX and Cardizem® CD certain generic products such as Uceris®AG, Migranal® AG and Cardizem® CD AG and (ii) lower chargeback rates for Ativan®, partially offset by increased gross product sales for Xifaxan®.
Current report
Cost of goods sold was $748 million and $708 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $40 million, or 6%. The increase was primarily driven: (i) higher volumes as previously discussed and (ii) the unfavorable impact of foreign currencies.
Current report
Cost of goods sold as a percentage of product sales revenue were 29.9% and 29.8% for the three months ended June 30, 2025 and 2024, respectively.
Current report
There were no asset impairments for the three months ended June 30, 2025. Asset impairments for the three months ended June 30, 2024 were $5 million and primarily related to the discontinuance of a certain product brand.
Current report
Restructuring, integration and separation costs were $31 million and $12 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $19 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.
Current report
Other (Income) Expense, Net
Current report
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. Gain on extinguishment of debt was $12 million for the three months ended June 30, 2024 and is attributable to repurchases of certain outstanding senior unsecured notes as previously discussed.
Current report
Provision for income taxes was $12 million and $49 million for the three months ended June 30, 2025 and 2024, respectively, a favorable change of $37 million.
Current report
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.
Current report
The International segment profit for the three months ended June 30, 2025 and 2024 was $78 million and $86 million, respectively, a decrease of $8 million, or 9% and was primarily driven by lower contribution primarily attributable to the decrease in volumes, partially offset by the increase in net realized pricing.
Current report
The Diversified segment revenue for the three months ended June 30, 2025 and 2024 was $219 million and $251 million, respectively, a decrease of $32 million, or 13%. The decrease was primarily driven by: (i) a decrease in volumes of $24 million, primarily in our Neurology business and (ii) a decrease in net realized pricing of $10 million, primarily in our Dermatology business, partially offset by the $2 million impact from the discontinuation of certain non-promoted products which negatively impacted our revenues in 2024.
Current report
The Diversified segment profit for the three months ended June 30, 2025 and 2024 was $139 million and $166 million, respectively, a decrease of $27 million, or 16%. The decrease was primarily driven by the decrease in revenues as previously discussed, partially offset by lower advertising and promotion expenses.
Current report
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
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Removed paragraphs (29)
Previous report
As a result of the April 2025 Refinancing Transactions, the maturities of the Company’s principal balances of debt obligations as of April 8, 2025 were as follows:
Previous report
•SiHy Daily - A silicone hydrogel daily disposable contact lens designed to provide outstanding comfort and clear vision throughout the day. To date, SiHy Daily has been launched in over 50 countries, under the brand names INFUSE®, BAUSCH + LOMB ULTRA® ONE DAY and AQUALOX® ONE DAY and Bausch + Lomb is continuing with their global rollout. In addition, Bausch + Lomb launched its first silicone hydrogel daily disposable multifocal contact lens in May 2023 and launched a toric lens in the U.S in June 2024.
Previous report
•MIEBO® (perfluorohexyloctane ophthalmic solution) (formerly known as NOV03) – In December 2019, Bausch + Lomb acquired an exclusive license from Novaliq GmbH for the commercialization and development in the U.S. and Canada of MIEBO® for the treatment of the signs and symptoms of dry eye disease (“DED”). MIEBO® launched in the U.S. in September 2023 and was approved in Canada in September 2024. MIEBO® is the first and only FDA-approved treatment for DED that directly targets tear evaporation and the addition of MIEBO® will help build upon the strong portfolio of integrated eye health products.
Previous report
Middle East Regional Conflict
Previous report
Net loss attributable to Bausch Health for the three months ended March 31, 2025 and 2024 was $58 million and $64 million, respectively, an increase in our results of $6 million, and is primarily attributable to a favorable change in Loss before income taxes of $22 million as previously discussed, partially offset by an unfavorable change in income taxes of $31 million.
Previous report
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed Consolidated Financial Statements for further details related to our intangible assets.
Previous report
Asset impairments for each of the three months ended March 31, 2025 and 2024 were not material.
Previous report
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed Consolidated Financial Statements for further details related to our intangible assets.
Previous report
Restructuring, integration and separation costs were $1 million and $12 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $11 million.
Previous report
Other Expense, Net
Previous report
Gain on Extinguishment of Debt
Previous report
Provision for income taxes was $39 million and $8 million for the three months ended March 31, 2025 and 2024, respectively, an unfavorable change of $31 million.
Previous report
The International segment profit for the three months ended March 31, 2025 and 2024 was $85 million and $87 million, respectively, a decrease of $2 million, or 2%. and was primarily driven by a decrease in revenues.
Previous report
The Diversified segment profit for the three months ended March 31, 2025 and 2024 was $127 million and $114 million, respectively, an increase of $13 million, or 11%. The increase was primarily driven by: (i) higher contribution attributable to the increase in revenues as previously discussed and (ii) lower SG&A expenses.
Previous report
Net cash used in financing activities was $146 million for the three months ended March 31, 2025 and was primarily driven by the repayment of long-term debt of $168 million which includes: (i) $127 million of contractual interest payments on the 2022 Secured Notes allocated to the reduction of the recorded premiums and (ii) $41 million of amortization payments related to our term loan facilities, partially offset by $50 million of additional borrowings under the B+L Revolving Credit Facility.
Previous report
2025 Senior Secured Credit Facilities
Previous report
Senior Secured Credit Facilities under the B+L Credit Agreement
Previous report
On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Credit Agreement”, and the credit facilities thereunder, the “B+L Credit Facilities”). Prior to the B+L September 2023 Credit Facility Amendment (as defined below), the B+L Credit Agreement provided for a term loan of $2,500 million with a five-year term to maturity (the “B+L May 2027 Term Loan B Facility”) and a five-year revolving credit facility of $500 million (the “B+L Revolving Credit Facility”).
Previous report
On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility. This incremental term loan facility was entered into in the form of an incremental amendment (the “September 2023 Credit Facility Amendment”) to the existing B+L Credit Agreement (the B+L Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “Initial B+L Amended Credit Agreement”) and consisted of borrowings of $500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”).
Previous report
On November 1, 2024, Bausch + Lomb entered into an additional incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility. This incremental term loan facility was entered into in the form of an incremental amendment (the “November 2024 Credit Facility Amendment”) to the Initial B+L Amended Credit Agreement (the Initial B+L Amended Credit Agreement, as amended by the November 2024 Credit Facility Amendment, the “B+L Second Amended Credit Agreement”) and consisted of borrowing $400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility” and, together with the B+L September 2028 Term Loan B Facility and the B+L May 2027 Term Loan B Facility, the “B+L Term Facilities”, and the B+L Term Facilities, together with the B+L Revolving Credit Facility, the “B+L Senior Secured Credit Facilities”). The proceeds from the B+L May 2027 Incremental Term Loan B Facility were used to repay revolving loans outstanding under the B+L Amended Credit Agreement and for general corporate purposes.
Previous report
Senior Secured Notes
Previous report
Existing Senior Secured Notes
Previous report
Senior Unsecured Notes
Previous report
Borrowings under the AR Credit Facility are in U.S. dollars and bear interest at a rate per annum equal to, the sum of the one month term SOFR plus 6.65%. The Company is required to pay commitment fees of 0.75% multiplied by the lesser of: (i) the unfunded portion of the lenders’ commitments or (ii) 50% of the total lenders’ commitments.
Previous report
Bausch Health Companies Inc.- On March 19, 2025, Standard & Poor’s raised its corporate rating to B- from CCC+ and senior unsecured rating to CCC+ from CCC. On April 17, 2025, Fitch raised its corporate rating to CCC+ from CCC and senior unsecured rating to CC from C following the April 2025 Refinancing Transactions which addressed our upcoming debt maturities.
Previous report
Bausch + Lomb- On March 19, 2025, Standard & Poor’s upgraded its ratings assigned to Bausch + Lomb’s Corporate Rating from B- to B, its Senior Secured Rating from B- to B and changed its outlook from Positive to Developing. On March 20, 2025, Moody’s initiated a rating assigned to Bausch + Lomb’s Corporate Rating of B1. On April 17, 2025, Fitch upgraded its ratings assigned to Bausch + Lomb’s Corporate Rating from B- to B and its Senior Secured Rating from BB- to BB.
Previous report
Interim Goodwill Assessment
Previous report
No events occurred or circumstances changed during the three months ended March 31, 2025, that indicated that the fair value of any reporting unit might be below its respective carrying value. However, as a result of certain market conditions, macroeconomic factors and other business specific related factors that existed in 2024, the Company continues to monitor changes in the facts and circumstances which may impact the fair value of its Dermatology and Generics reporting units. 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.
Previous report
See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed Consolidated Financial Statements for further details related to goodwill.
Reworded paragraphs (112)
Previous wording
Our accompanying unaudited interim Condensed Consolidated Financial Statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 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, 2024, which were included in our Annual Report on Form 10-K filed on February 19, 2025. In our opinion, the unaudited interim Condensed Consolidated Financial Statements reflect all adjustments, 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.
Current wording
Our accompanying unaudited interim Condensed Consolidated Financial Statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 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, 2024, which were included in our Annual Report on Form 10-K filed on February 19, 2025. In our opinion, the unaudited interim Condensed Consolidated Financial Statements reflect all adjustments, 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.
Previous wording
We continue to believe that the B+L Separation, which may include the transfer of all or a portion of our remaining direct or indirect equity interest in Bausch + Lomb to our shareholders, the monetization of all or a portion of our ownership interest in Bausch + Lomb, or a combination thereof, makes strategic sense. The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals. We continue to evaluate all relevant factors and considerations related to the B+L Separation, including the Xifaxan® Generics Litigation (see “Xifaxan® Paragraph IV Proceedings” of Note 17, “LEGAL PROCEEDINGS” to our unaudited interim Condensed Consolidated Financial Statements).
Current wording
We continue to believe that the B+L Separation, which may include the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders, the monetization of all or a portion of our ownership interest in Bausch + Lomb, or a combination thereof, makes strategic sense. The completion of the B+L Separation is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals. We continue to evaluate all relevant factors and considerations related to the B+L Separation, including the Xifaxan® Generics Litigation (see “Xifaxan® Paragraph IV Proceedings” of Note 18, “LEGAL PROCEEDINGS” to our unaudited interim Condensed Consolidated Financial Statements).
Previous wording
On April 8, 2025, a subsidiary of the Company, 1261229 B.C. Ltd. (the “Issuer”) entered into a credit agreement that 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”).
Current wording
On April 8, 2025, we closed a series of transactions (the “April 2025 Refinancing Transactions”) whereby an indirect wholly-owned subsidiary of the Company, 1261229 B.C. Ltd., a company incorporated under the laws of British Columbia, Canada (“126NumberCo”): (i) entered into a credit agreement which provides for new senior secured credit facilities (the “2025 Credit Agreement”) consisting of a five-year senior secured revolving credit facility in an amount of $500 million due April 8, 2030 (the “2030 Revolving Credit Facility”) and a $3,000 million 5.5-year senior secured term loan B facility due
Previous wording
On April 8, 2025, we closed a series of transactions (the “April 2025 Refinancing Transactions”) whereby a subsidiary of the Company, 1261229 B.C. Ltd. (the “Issuer”): (i) entered into an 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 Issuer is an indirect wholly-owned subsidiary of the Company, incorporated under the laws of British Columbia, Canada, which owns 185,468,421 common shares of Bausch + Lomb, and as of April 8, 2025, is a non-guarantor restricted subsidiary under the indentures that govern the Company’s Existing Senior Notes.
Current wording
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”). 126NumberCo owns 185,468,421 common shares of Bausch + Lomb and is a non-guarantor restricted subsidiary under the indentures that govern the Company’s Existing Senior Notes.
Previous wording
In connection with the April 2025 Refinancing Transactions, on April 8, 2025 the Issuer terminated its commitment with a third-party lender to provide a senior secured bridge loan facility in an aggregate principal amount of up to $700 million.
Current wording
In connection with the April 2025 Refinancing Transactions, on April 8, 2025, 126NumberCo terminated its commitment with a third-party lender to provide a senior secured bridge loan facility in an aggregate principal amount of up to $700 million.
Previous wording
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. After giving effect to the April 2025 Refinancing Transactions, our aggregate debt maturities and mandatory amortization debt payments are $45 million and $672 million for the remainder of 2025 and the full year 2026, respectively, which we anticipate satisfying with cash on hand and cash flows from operations. This provides us more flexibility to operate and allows us to more effectively allocate capital to initiatives that will strengthen our products and brands.
Current wording
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. This provides us more flexibility to operate and allows us to more effectively allocate capital to initiatives that will strengthen our products and brands.
Previous wording
As a result of the April 2025 Refinancing Transactions, as discussed in the section titled “— Overview — Focus on Core Businesses — Effectively Managing our Capital Structure — April 2025 Refinancing Transactions” above, the maturities of our principal balances of debt obligations as of April 8, 2025 were as follows:
Current wording
As of June 30, 2025, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
Previous wording
•Rifaximin - Two global Phase 3 studies for the use of a soluble solid dispersion (“SSD”) formulation of rifaximin for the delay of first occurrence of overt hepatic encephalopathy (“OHE”) in patients with early decompensation in liver cirrhosis are ongoing. We successfully initiated and are currently conducting two global Phase 3 trials with top line results for each expected by early 2026.
Current wording
•Rifaximin - We are conducting two ongoing global Phase 3 studies to evaluate a soluble solid dispersion (“SSD”) formulation of rifaximin, known as rifaximin SSD-40IR, as part of our RED-C clinical trial program. These trials aim to assess the drug’s ability to delay the first occurrence of overt hepatic encephalopathy (“OHE”) in patients with early decompensated liver cirrhosis. Rifaximin SSD-40IR is designed to enhance gastrointestinal solubility while minimizing systemic exposure, potentially improving efficacy and safety. Top line results for each of the Phase 3 studies are expected in early 2026.
Previous wording
•Clear + Brilliant® Touch - Next generation Clear + Brilliant® laser is designed to deliver a customized and more comprehensive treatment protocol by providing patients of all ages and skin types the benefits of two wavelengths. Approval has been received in the United States, Australia, New Zealand, Philippines, Thailand, Taiwan, Malaysia and Singapore.
Current wording
•Clear + Brilliant® Touch - The next generation Clear + Brilliant® laser is designed to deliver a customized and more comprehensive treatment protocol by providing patients of all ages and skin types the benefits of two wavelengths. Approval has been received in the United States, Australia, New Zealand, Philippines, Thailand, Taiwan, Malaysia, Singapore and Canada. We are awaiting a response to our submission from the European Medicines Agency of the European Union.
Previous wording
•Fraxel®- Next Generation Fraxel® is a fractionated laser device for skin resurfacing. We received FDA clearance in August 2024 and launched in the U.S. in April 2025 at the American Society for Laser Medicine & Surgery.
Current wording
•Fraxel FTXTM- The next generation Fraxel® is a fractionated laser device for skin resurfacing launched in the U.S. in April 2025 at the American Society for Laser Medicine & Surgery. Further rollouts are planned for dermatologists, plastic surgeons and other licensed professionals.
Previous wording
•Lumify® (brimonidine tartrate ophthalmic solution, 0.025%) - An OTC eye drop developed as an ocular redness reliever. To date, Bausch + Lomb has launched and acquired the right to launch Lumify® in various countries. A new line extension formulation, Lumify® Preservative Free, for which the New Drug Application was approved by the FDA in April 2024, began launching in the first quarter of 2025.
Current wording
•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, for which the New Drug Application was approved by the FDA in April 2024, began launching in the first quarter of 2025. Additionally, Bausch + Lomb is in the process of initiating a Lumify® next generation clinical study, for which enrollment has been completed and topline results are expected by the end of 2025.
Previous wording
•Blink TMNutriTears® - During June 2024, Bausch + Lomb expanded its OTC dry eye portfolio with the launch of Blink TMNutriTears®, 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.
Current wording
•Blink TMFranchise – During June 2024, Bausch + Lomb expanded its OTC dry eye portfolio with the launch of Blink TMNutriTears®, 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. During June 2025, Bausch + Lomb began launching Blink® Nourish and Blink® Boost lubricating eye drops in the U.S.
Previous wording
•Bausch + Lomb is expanding its portfolio of premium intraocular lenses (“IOL”) 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 in January 2025 and the Canada launch is in process, enVista Envy TMlaunched in Canada in June 2024 and the U.S. and Europe launches are in-process. enVista Beyond TM (extended depth of focus) is anticipated to launch in the U.S. in 2026.
Current wording
•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 in January 2025 and the Canada launch is in process, enVista Envy®launched in Canada in June 2024 and the U.S. and Europe launches are in process. enVista Beyond TM (extended depth of focus) is anticipated to launch in the U.S. early 2027.
Previous wording
In July 2024, Bausch + Lomb acquired TearLab Corporation, d/b/a Trukera Medical (“Trukera Medical”), a U.S.-based privately held ophthalmic medical diagnostic company. Trukera Medical commercializes ScoutPro®, a point-of-care portable device for precisely measuring osmolarity, the salt content of a person’s tears. This acquisition is expected to expand Bausch + Lomb’s presence in the DED market.
Current wording
In July 2024, Bausch + Lomb acquired TearLab Corporation, d/b/a Trukera Medical (“Trukera Medical”), a U.S.-based privately held ophthalmic medical diagnostic company. Trukera Medical commercializes ScoutPro®, a point-of-care portable device for precisely measuring osmolarity, the salt content of a person’s tears. This acquisition expands Bausch + Lomb’s presence in the dry eye disease market.
Previous wording
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 continued our investment in Xifaxan®direct-to-consumer (“DTC”) advertising and new sales force capabilities. Additionally, our rifaximin SSD formulation is under development for the delay of first occurrence of OHE and other complications in patients with early decompensation in liver cirrhosis. The drug candidate is administered orally, and is a next-generation rifaximin formulation that acts by targeting the beta-subunit of bacterial DNA-dependent RNA polymerase. We have invested in developing our Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis. We have met with the FDA for an end of Phase 2 meeting, as well as with the EU’s European Medicines Agency and Japan’s Pharmaceuticals and Medical Devices Agency for Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis. All regulatory feedback is currently under review.
Current wording
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 continued our investment in Xifaxan®direct-to-consumer (“DTC”) advertising and new sales force capabilities. Additionally, our rifaximin SSD formulation is under development for the delay of first occurrence of OHE and other complications in patients with early decompensation in liver cirrhosis. The drug candidate is administered orally, and is a next-generation rifaximin formulation that acts by targeting the beta-subunit of bacterial DNA-dependent RNA polymerase. We have also invested in developing our investigational oral drug Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis. We have met with the FDA for an end of Phase 2 meeting, as well as with the EU’s European Medicines Agency and Japan’s Pharmaceuticals and Medical Devices Agency for Amiselimod (S1P modulator) for the treatment of moderate to severe ulcerative colitis. All regulatory feedback is currently under review.
Previous wording
Solta Medical - More than 75% of our Solta Medical business revenue has historically come from consumables, which we believe results in a durable business model. We continue to invest in expanding our presence in key markets, including broadening the reach of our DTC campaigns in the U.S., the expansion of Thermage® FLX which was approved by China’s National Medical Products Administration as a medical device in January 2024 and which was granted medical device license clearance by Health Canada in April 2025, and the strengthening of our sales force in the U.S. and Europe. We received FDA approval of Next Generation Fraxel® in 2024 and launched in the U.S. in April 2025 at the American Society for Laser Medicine & Surgery.
Current wording
Solta Medical - More than 75% of our Solta Medical business revenue has historically come from consumables, which we believe results in a durable business model. We continue to invest in expanding our presence in key markets, including broadening the reach of our DTC campaigns in the U.S., the expansion of Thermage® FLX which was approved by China’s National Medical Products Administration as a medical device in January 2024 and which was granted medical device license clearance by Health Canada in April 2025, and the strengthening of our sales force in the U.S. and Europe. We received FDA approval of Fraxel FTXTM in 2024 and launched in the U.S. in April 2025 at the American Society for Laser Medicine & Surgery.
Previous wording
In response to the investigation, Bausch + Lomb has implemented enhanced inspection protocols for IOLs, as well as more explicit standards for how the monomers that make up its lenses are prepared by vendors. With these new processes in place, Bausch + Lomb has returned to full production of all enVista IOLs. In the following weeks Bausch + Lomb is expected to return to full market supply in the U.S. The timing for market reentry in other countries will be determined on a case-by-case basis in collaboration with health authorities.
Current wording
In response to the investigation, Bausch + Lomb has implemented enhanced inspection protocols for IOLs, as well as more explicit standards for how the monomers that make up its lenses are prepared by vendors. With these new processes in place, Bausch + Lomb has returned to full production of all enVista IOLs and has been shipping into the market to resupply inventory.
Previous wording
Our revenues attributable to Russia, Ukraine and Belarus for the three months ended March 31, 2025 and 2024 were approximately 2% of our total revenues in each period. 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.
Current wording
Our revenues attributable to Russia, Ukraine and Belarus for each of the six months ended June 30, 2025 and 2024 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.
Previous wording
The conflict between Israel and Hamas began during October 2023 and has since expanded to include other countries and militant groups in the region. Our revenues attributable to the impacted regions for each of the three months ended March 31, 2025 and 2024 were inconsequential. While we have been monitoring this conflict, and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
Current wording
The conflict between Israel and Hamas began during October 2023 and has since expanded to include other countries and militant groups in the region, including Iran. Our revenues attributable to the impacted regions for each of the six months ended June 30, 2025 and 2024 were inconsequential. While we have been monitoring this conflict, and will continue to do so as this conflict continues to evolve, we are unable to predict the impact of this conflict on our business.
Previous wording
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 to manufacturers and allowing the U.S. government to set prices for certain drugs in Medicare. The IRA also 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 replaces the current Part D Coverage Gap Discount Program and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In January 2025, the Centers for Medicare & Medicaid Services selected Xifaxan® as one of the medicines for its drug price negotiation program as part of the IRA with an initial price applicability in 2027. It is possible that other of our products could be selected in future years. These negotiations could, among other things, accelerate revenue erosion prior to the expiration of intellectual property protections. The effect of reducing prices and reimbursement for certain of our products could significantly impact our business and consolidated results of operations.
Current wording
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 to manufacturers and allowing the U.S. government to set prices for certain drugs in Medicare. The IRA also 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 replaces the current Part D Coverage Gap Discount Program and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. In January 2025, the Centers for Medicare & Medicaid Services (“CMS”) selected Xifaxan® as one of the medicines for its drug price negotiation program as part of the IRA with an initial price applicability in 2027. It is possible that other of our products could be selected in future years. These negotiations could, among other things, accelerate revenue erosion prior to the expiration of intellectual property protections. Negotiations with CMS are scheduled to conclude in October 2025, and CMS is expected to announce the final price by November 30, 2025. The effect of reducing prices and reimbursement for certain of our products could significantly impact our business and consolidated results of operations.
Previous wording
In addition, a number of U.S. states have implemented IRA-like price controls on pharmaceutical manufacturers. All state Medicaid programs have implemented voluntary supplemental drug rebate programs that may provide states with additional manufacturer rebates in exchange for preferred status on a state’s formulary or for patient populations that are not included in the traditional Medicaid drug benefit coverage. 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 2025 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.
Current wording
In addition, a number of U.S. states have implemented IRA-like price controls on pharmaceutical manufacturers. All state Medicaid programs have implemented voluntary supplemental drug rebate programs that may provide states with additional manufacturer rebates in exchange for preferred status on a state’s formulary or for patient populations that are not included in the traditional Medicaid drug benefit coverage. 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 2025 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. We continue to evaluate the Company’s participation in government channels.
Previous wording
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 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 may mitigate the anticipated decrease in product sales; however, even with launch of an authorized generic, 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.
Current wording
Certain of our products face the loss of exclusivity (“LOE”) in 2026 or in later years, following which we anticipate generic competition for these products. In certain cases, the LOE may be as a result of patent expiry, expiry of regulatory exclusivity, or negotiated settlements of some of our patent infringement proceedings against generic competitors. In some cases, we have granted licenses to such generic competitors, that 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 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 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.
Previous wording
The following table provides selected unaudited financial information for the three months ended March 31, 2025 and 2024:
Current wording
The following table provides selected unaudited financial information for the three and six months ended June 30, 2025 and 2024:
Previous wording
Operating income for the three months ended March 31, 2025 and 2024 was $276 million and $281 million, respectively, and included non-cash charges for Depreciation and amortization of intangible assets of $305 million and $320 million and Share-based compensation of $43 million and $33 million, respectively. The decrease in our operating results of $5 million reflects, among other factors:
Current wording
Operating income for the three months ended June 30, 2025 and 2024 was $444 million and $389 million, respectively, and included non-cash charges for Depreciation and amortization of intangible assets of $307 million and $318 million, Asset impairments of $0 and $5 million, and Share-based compensation of $46 million and $36 million, respectively. The increase in our operating results of $55 million reflects, among other factors:
Previous wording
•an increase in contribution (Product sales revenue less Cost of goods sold, excluding amortization and impairments of intangible assets) of $43 million primarily due to the increase in revenues as previously discussed, partially offset by the inventory reserve charge related to Bausch + Lomb’s voluntary recall of certain enVista IOL products;
Current wording
•an increase in contribution (Product sales revenue less Cost of goods sold, excluding amortization and impairments of intangible assets) of $85 million primarily due to the increase in revenues as previously discussed;
Previous wording
•an increase in selling, general and administrative (“SG&A”) of $73 million primarily attributable to higher selling, advertising and promotion expenses primarily attributable to MIEBO®;
Current wording
•an increase in selling, general and administrative (“SG&A”) of $62 million primarily attributable to higher selling, advertising and promotion expenses primarily attributable to MIEBO®;
Previous wording
•a decrease in amortization of intangible assets of $18 million, primarily attributable to fully amortized intangible assets no longer being amortized in 2025; and
Current wording
•a decrease in amortization of intangible assets of $14 million, primarily attributable to fully amortized intangible assets no longer being amortized in 2025; and
Previous wording
Loss before income taxes for the three months ended March 31, 2025 and 2024 was $47 million and $69 million, respectively, a favorable change of $22 million. The change is primarily attributable to a decrease in Interest expense of $25 million and a favorable change in Foreign exchange and other of $11 million, partially offset by the decrease in our operating results of $5 million as previously discussed and a Gain on extinguishment of debt of $11 million in 2024.
Current wording
Income before income taxes for the three months ended June 30, 2025 and 2024 was $140 million and $48 million, respectively, an increase of $92 million. The increase is primarily attributable to: (i) an increase in Gain on extinguishment of debt of $166 million and (ii) the increase in our operating results of $55 million, as previously discussed, partially offset by: (i) an increase in Interest expense of $115 million and (ii) an unfavorable change in Foreign exchange and other of $19 million.
Previous wording
Revenues for the three months ended March 31, 2025 and 2024 were $2,259 million and $2,153 million, respectively, an increase of $106 million, or 5%. The increase is primarily attributable to growth in Salix, Bausch + Lomb and Solta Medical segments driven by: (i) higher volumes, (ii) improved net pricing, (iii) the impact of divestitures and discontinuations which negatively impacted our revenues in 2024 and (iv) incremental sales attributable to acquisitions, partially offset by the unfavorable impact of foreign currencies.
Current wording
Revenues for the six months ended June 30, 2025 and 2024 were $4,789 million and $4,556 million, respectively, an increase of $233 million, or 5%. The increase is attributable to growth in our Salix, Bausch + Lomb and Solta Medical segments driven by: (i) higher volumes, (ii) improved net realized pricing and (iii) incremental sales attributable to acquisitions, partially offset by the unfavorable impact of foreign currencies.
Previous wording
•an increase in Other expense, net of $15 million, primarily attributable to Acquired in-process research and development costs related to certain Bausch + Lomb acquisitions, partially offset by reductions in estimated Acquisition-related contingent consideration.
Current wording
•an increase in Other income of $23 million primarily attributable to: (i) changes in estimates related to Acquisition-related contingent consideration during the six months ended June 30, 2025 and (ii) charges for Litigation and other matters during the six months ended June 30, 2024 not recurring in 2025, partially offset by Acquired in-process research and development costs related to certain Bausch + Lomb acquisitions.
Previous wording
Our unaudited operating results for the three months ended March 31, 2025 and 2024 were as follows:
Current wording
Our unaudited operating results for the three and six months ended June 30, 2025 and 2024 were as follows:
Previous wording
Cash discounts and allowances, returns, rebates, chargebacks and distribution fees as a percentage of gross product sales were 43.2% and 44.4% for the three months ended March 31, 2025 and 2024, respectively, a decrease of 1.2 percentage points due primarily to the following factors:
Current wording
Cash discounts and allowances, returns, rebates, chargebacks and distribution fees as a percentage of gross product sales were 42.4% and 41.3% for the three months ended June 30, 2025 and 2024, respectively, an increase of 1.1 percentage points. The increase was primarily due to:
Previous wording
R&D expenses were $143 million and $151 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $8 million, or 5%. The decrease is primarily attributable to lower spend on certain projects in the Salix segment, partially offset by an increase in spend on certain projects in the Bausch + Lomb segment.
Current wording
R&D expenses were $159 million and $156 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $3 million, or 2%. The increase is primarily attributable to lower spend on certain projects in the Salix segment, partially offset by an increase in spend on certain projects in the Bausch + Lomb segment.
Previous wording
Amortization of intangible assets was $256 million and $274 million for the three months ended March 31, 2025 and 2024, respectively, a decrease of $18 million, or 7%, primarily attributable to fully amortized intangible assets no longer being amortized in 2025.
Current wording
Amortization of intangible assets was $256 million and $270 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $14 million, or 5%, primarily attributable to fully amortized intangible assets no longer being amortized in 2025.
Previous wording
Other expense, net for the three months ended March 31, 2025 and 2024 consists of the following:
Current wording
Other (income) expense, net for the three months ended June 30, 2025 and 2024 consists of the following:
Previous wording
Interest expense was $330 million and $355 million, and included non-cash amortization and write-offs of debt premiums, discounts and deferred issuance costs of $15 million and $14 million, for the three months ended March 31, 2025 and 2024, respectively. Interest expense for the three months ended March 31, 2025 decreased $25 million, or 7%, as compared to the three months ended March 31, 2024, primarily due to the repurchase of a portion of the December 2025 Unsecured Notes and the April 2026 Unsecured Notes and lower outstanding balances of our AR Credit Facility.
Current wording
Interest expense was $465 million and $350 million and included non-cash amortization and write-offs of debt premiums, discounts and deferred issuance costs of $41 million and $14 million, for the three months ended June 30, 2025 and 2024, respectively. Interest expense for the three months ended June 30, 2025 increased $115 million, or 33%, as compared to the three months ended June 30, 2024. The increase is attributable to: (i) write-offs of premiums, discounts and deferred issuance costs associated with the accounting for the April 2025 Refinancing Transactions and the B+L June 2025 Refinancing Activity and (ii) higher effective interest rates on the debt as refinanced.
Previous wording
The weighted average stated rate of interest as of March 31, 2025 and 2024 was 7.71% and 8.02%, respectively. As discussed in the section titled “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt — Accounting for Exchange”, due to the accounting treatment for the 2022 Secured Notes (as defined below), interest expense in the Company’s financial statements will not be representative of the weighted average stated rate of interest.
Current wording
The weighted average stated rate of interest as of June 30, 2025 and 2024 was 8.63% and 8.00%, respectively. As discussed in the section titled “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt — Accounting for Exchange”, due to the accounting treatment for the 2022 Secured Notes (as defined below), interest expense in the Company’s financial statements will not be representative of the weighted average stated rate of interest.
Previous wording
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. There was no gain on extinguishment of debt for the three months ended March 31, 2025. Gain on extinguishment of debt for the three months ended March 31, 2024 was $11 million and was attributable to open market repurchases.
Current wording
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 and $12 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $166 million.
Previous wording
Foreign exchange and other was a loss of $4 million and $15 million for the three months ended March 31, 2025 and 2024, respectively, a favorable change of $11 million, primarily due to: (i) transaction gains/losses on intercompany balances and third-party liabilities and (ii) the gain/loss due to foreign currency exchange contracts.
Current wording
Foreign exchange and other was a loss of $30 million and $11 million for the three months ended June 30, 2025 and 2024, respectively, an unfavorable change of $19 million. This change was primarily driven by: (i) transaction gains and losses on intercompany balances and third-party liabilities, (ii) gains and losses from foreign currency exchange contracts and (iii) consulting fees related to identifying additional financing and strategic capitalization alternatives.
Previous wording
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, Asset impairments, Restructuring, integration, separation costs, and Other expense, 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 Loss before income taxes.
Current wording
Segment profit is based on operating income after the elimination of intercompany transactions. Certain costs, such as Amortization of intangible assets, Asset impairments, Restructuring, integration, separation costs, and Other expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance. See Note 19, “SEGMENT INFORMATION” to our unaudited interim Condensed Consolidated Financial Statements for a reconciliation of segment profit to Income (loss) before income taxes.
Showing the first 40 of 112 pairs. Open the source sections for the rest.
Rearranged current paragraphs (20)
Current report — wording carried from elsewhere
Medical segments driven by: (i) higher volumes, (ii) improved net realized pricing, (iii) the favorable impact of foreign currencies and (iv) incremental sales attributable to acquisitions.
Current report — wording carried from elsewhere
•a decrease in amortization of intangible assets of $32 million, primarily attributable to fully amortized intangible assets no longer being amortized in 2025;
Current report — wording carried from elsewhere
SG&A expenses were $894 million and $832 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $62 million, or 7%. The increase was primarily attributable to: (i) selling, advertising and promotion expenses primarily attributable to MIEBO® and (ii) general and administrative expenses, primarily driven by higher compensation costs.
Current report — wording carried from elsewhere
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Consolidated Financial Statements and the section titled “— Liquidity and Capital Resources — Liquidity and Debt — Long-term Debt” for further details.
Current report — wording carried from elsewhere
The changes in our segment revenues and segment profits for the six months ended June 30, 2025, are discussed in further detail in the respective subsequent section titled “ — Reportable Segment Revenues and Profits”.
Current report — wording carried from elsewhere
Cash Discounts and Allowances, Chargebacks and Distribution Fees
Current report — wording carried from elsewhere
Provisions recorded to reduce gross product sales to net product sales and revenues for the six months ended June 30, 2025 and 2024 were as follows:
Current report — wording carried from elsewhere
Cost of Goods Sold (excluding amortization and impairments of intangible assets)
Current report — wording carried from elsewhere
See Note 5, “RESTRUCTURING, INTEGRATION AND SEPARATION COSTS” to our unaudited interim Condensed Consolidated Financial Statements for further details regarding these actions.
Current report — wording carried from elsewhere
Other (income) expense, net for the six months ended June 30, 2025 and 2024 consists of the following:
Current report — wording carried from elsewhere
Acquisition-related contingent consideration for the six months ended June 30, 2025 and 2024 reflects changes in estimates in the timing and amounts of expected future royalty and milestone payments and in 2024 includes the impact of revisions to an existing royalty agreement for certain branded products.
Current report — wording carried from elsewhere
The weighted average stated rate of interest as of June 30, 2025 and 2024 was 8.63% and 8.00%, 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.
Current report — wording carried from elsewhere
See Note 10, “FINANCING ARRANGEMENTS” to our unaudited interim Condensed Consolidated Financial Statements for further details.
Current report — wording carried from elsewhere
See Note 15, “INCOME TAXES” to our unaudited interim Condensed Consolidated Financial Statements for further details.
Current report — wording carried from elsewhere
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, 2025 and 2024. 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, 2025 and 2024.
Current report — wording carried from elsewhere
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 $540 million and $541 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $1 million. The decrease was primarily attributable to: (i) decrease in volumes of $13 million, (ii) the unfavorable impact of foreign currencies of $13 million and (iii) the impact of divestitures and discontinuations of $5 million, partially offset by an increase in net realized pricing of $30 million.
Current report — wording carried from elsewhere
As of June 30, 2025, we had aggregate maturities and mandatory payments of our principal balances of debt obligations as follows:
Current report — wording carried from elsewhere
Description of 2025 Senior Secured Credit Facilities
Current report — wording carried from elsewhere
126NumberCo may direct that prepayments be applied to such amortization payments in order of maturity. Aggregate mandatory quarterly amortization payments for the 2030 Term Loan B Facility will be $158 million through October 2030.
Current report — wording carried from elsewhere
The Applicable Rate under the B+L 2030 Revolving Credit Facility is between 0.75% to 1.75% with respect to U.S. dollar base rate or Canadian dollar prime rate borrowings and between 1.75% to 2.75% with respect to SOFR, CORRA, EURIBOR or SONIA borrowings based on Bausch + Lomb’s total net leverage ratio. In addition, Bausch + Lomb is required to pay commitment fees of 0.25% per annum in respect of the unutilized commitments under the B+L 2030 Revolving Credit Facility, payable quarterly in arrears. Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the B+L 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
•Debt repayments and interest payments—After giving effect to the April 2025 Refinancing Transactions, we anticipate making mandatory maturities and amortization payments of approximately $45 million and interest payments of approximately of $1,225 million during the period April 1, 2025 through December 31, 2025. 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;
Previous report — wording carried elsewhere
•with respect to the B+L Separation, the risks and uncertainties include, but are not limited to, the structure of the B+L Separation, the expected benefits and costs of the B+L Separation, the expected timing of completion of the B+L Separation and its manner and terms, the Company’s ability to complete the B+L Separation considering the various conditions to the completion of the B+L Separation (some of which are outside the Company’s control, including conditions related to regulatory matters and applicable shareholder and stock exchange approvals), that market or other conditions are no longer favorable to completing the B+L Separation, that a portion of Bausch Health’s ownership of Bausch + Lomb is pledged as collateral securing the 2025 Credit Agreement and the 2032 Senior Secured Notes, that the Xifaxan® Generics Litigation (see “Xifaxan® Paragraph IV Proceedings” of Note 17,