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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 553 added, 345 removed, 1035 unchanged (46% of the section changed)

28 unchanged sentences

Commitments and contingencies (Note 18)

Common shares, no par value, unlimited shares authorized, 369,539,455 and 367,843,058 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Equity (Deficit)

Common shares, no par value, unlimited shares authorized, 369,749,489 and 367,843,058 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

10,510 10,490

5 unchanged sentences

Noncontrolling interest 911 957

Total deficit ( 240 ) ( 322 )

Total liabilities and deficit $ 26,421 $ 26,523

Total equity (deficit) 147 ( 322 )

Total liabilities and equity (deficit) $ 27,266 $ 26,523

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Product sales $ 2,504 $ 2,379 $ 4,731 $ 4,508

Other revenues 26 24 58 48

2,530 2,403 4,789 4,556

Cost of goods sold (excluding amortization and impairments of intangible assets) 748 708 1,431 1,336

2 unchanged sentences

Research and development

159 156 302 307

Amortization of intangible assets 256 270 512 544

1 unchanged sentence

Restructuring, integration and separation costs 31 12 32 24

Other expense, net 15 —

Other (income) expense, net ( 18 ) 20 ( 3 ) 20

2,086 2,014 4,069 3,886

Operating income 444 389 720 670

3 unchanged sentences

Foreign exchange and other ( 30 ) ( 11 ) ( 34 ) ( 26 )

Loss before income taxes ( 47 ) ( 69 )

Income (loss) before income taxes 140 48 93 ( 21 )

Provision for income taxes ( 12 ) ( 49 ) ( 51 ) ( 57 )

Net loss ( 86 ) ( 77 )

Net income (loss) 128 ( 1 ) 42 ( 78 )

Net loss attributable to noncontrolling interest 20 11 48 24

Net loss attributable to Bausch Health Companies Inc.

$ ( 58 ) $ ( 64 )

Basic and diluted loss per share attributable to Bausch Health Companies Inc.

Net income (loss) attributable to Bausch Health Companies Inc.

$ 148 $ 10 $ 90 $ ( 54 )

Basic and diluted weighted-average common shares 369.6 366.8

Earnings (loss) per share attributable to Bausch Health Companies Inc.

Basic $ 0.40 $ 0.03 $ 0.24 $ ( 0.15 )

Diluted $ 0.40 $ 0.03 $ 0.24 $ ( 0.15 )

Weighted-average common shares

Basic 370.9 367.9 370.3 367.4

Diluted 373.1 370.2 373.5 367.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in millions)

Three Months Ended March 31,

Net loss $ ( 86 ) $ ( 77 )

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ 128 $ ( 1 ) $ 42 $ ( 78 )

Other comprehensive income (loss)

3 unchanged sentences

Comprehensive loss attributable to noncontrolling interest 34 5 71 16

Comprehensive income (loss) attributable to Bausch Health Companies Inc.

Comprehensive income (loss) attributable to Bausch Health

Companies Inc.

$ 387 $ ( 80 ) $ 479 $ ( 180 )

1 unchanged sentence

BAUSCH HEALTH COMPANIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in millions)

Bausch Health Companies Inc.

Shareholders’ Deficit

Shareholders’ Equity (Deficit)

Common Shares Additional

5 unchanged sentences

Shareholders’

Interest Total Deficit

Interest Total Equity (Deficit)

Shares Amount

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Balances, April 1, 2025 369.5 $ 10,508 $ 220 $ ( 9,882 ) $ ( 2,029 ) $ ( 1,183 ) $ 943 $ ( 240 )

Common shares issued under share-based compensation plans 0.2 2 ( 2 ) — — — — —

Share-based compensation — — 46 — — 46 — 46

Employee withholding taxes related to share-based awards — — ( 3 ) — — ( 3 ) — ( 3 )

Vesting of B+L equity compensation — — ( 11 ) — — ( 11 ) 11 —

Noncontrolling interest distributions — — — — — — ( 9 ) ( 9 )

Net income (loss) — — — 148 — 148 ( 20 ) 128

Other comprehensive income (loss) — — — — 239 239 ( 14 ) 225

Balances, June 30, 2025

369.7 $ 10,510 $ 250 $ ( 9,734 ) $ ( 1,790 ) $ ( 764 ) $ 911 $ 147

Three Months Ended June 30, 2024

Balances, April 1, 2024 366.7 $ 10,480 $ 164 $ ( 9,842 ) $ ( 1,917 ) $ ( 1,115 ) $ 941 $ ( 174 )

Common shares issued under share-based compensation plans 0.3 3 ( 3 ) — — — — —

Share-based compensation — — 36 — — 36 — 36

Employee withholding taxes related to share-based awards — — ( 4 ) — — ( 4 ) — ( 4 )

Vesting of B+L equity compensation — — ( 12 ) — — ( 12 ) 12 —

Net income (loss) — — — 10 — 10 ( 11 ) ( 1 )

Other comprehensive (loss) income — — — — ( 90 ) ( 90 ) 6 ( 84 )

Balances, June 30, 2024

367.0 $ 10,483 $ 181 $ ( 9,832 ) $ ( 2,007 ) $ ( 1,175 ) $ 948 $ ( 227 )

Six Months Ended June 30, 2025

Balances, January 1, 2025

4 unchanged sentences

Vesting of B+L equity compensation — — ( 34 ) — — ( 34 ) 34 —

Net loss — — — ( 58 ) — ( 58 ) ( 28 ) ( 86 )

Noncontrolling interest distributions — — — — — — ( 9 ) ( 9 )

Net income (loss) — — — 90 — 90 ( 48 ) 42

Other comprehensive income (loss) — — — — 389 389 ( 23 ) 366

Balances, March 31, 2025

Balances, June 30, 2025

369.7 $ 10,510 $ 250 $ ( 9,734 ) $ ( 1,790 ) $ ( 764 ) $ 911 $ 147

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

Balances, January 1, 2024 365.2 $ 10,423 $ 214 $ ( 9,778 ) $ ( 1,881 ) $ ( 1,022 ) $ 940 $ ( 82 )

5 unchanged sentences

Other comprehensive (loss) income — — — — ( 126 ) ( 126 ) 8 ( 118 )

Balances, March 31, 2024

Balances, June 30, 2024

367.0 $ 10,483 $ 181 $ ( 9,832 ) $ ( 2,007 ) $ ( 1,175 ) $ 948 $ ( 227 )

3 unchanged sentences

(in millions)

Three Months Ended March 31,

Six Months Ended

Cash Flows From Operating Activities

Net loss $ ( 86 ) $ ( 77 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 42 $ ( 78 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of intangible assets 612 638

34 unchanged sentences

Payments of financing costs ( 36 ) ( 4 )

Net cash used in financing activities ( 146 ) ( 340 )

Other ( 8 ) —

Net cash provided by (used in) financing activities 212 ( 764 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 60 ( 14 )

Net decrease in cash, cash equivalents and restricted cash ( 44 ) ( 207 )

Net increase (decrease) in cash, cash equivalents and restricted cash 542 ( 339 )

Cash, cash equivalents and restricted cash, beginning of period 1,201 962

27 unchanged sentences

As part of this plan, in May 2022, a wholly owned subsidiary of Bausch Health sold common shares of Bausch + Lomb pursuant to an initial public offering of Bausch + Lomb (the “B+L IPO”).

Following the B+L IPO, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88 % of B+L’s outstanding common shares as of March 31, 2025.

Following the B+L IPO, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88 % of B+L’s outstanding common shares as of June 30, 2025.

The completion of the full B+L Separation, which may be accomplished by the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders (the “Distribution”), the monetization of all or a portion of the Company’s ownership interest in Bausch + Lomb, or a combination thereof, is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals.

16 unchanged sentences

New Accounting Standards

There were no new accounting standards adopted during the three months ended March 31, 2025.

Recently Issued Accounting Standards, Not Adopted as of March 31, 2025

There were no new accounting standards adopted during the six months ended June 30, 2025.

Recently Issued Accounting Standards, Not Adopted as of June 30, 2025

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation (Subtopic 220-40):

28 unchanged sentences

The Company applies this method consistently for contracts with similar characteristics.

The following tables present the activity and ending balances of the Company’s variable consideration provisions for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31, 2025

The following tables present the activity and ending balances of the Company’s variable consideration provisions for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30, 2025

(in millions) Discounts

4 unchanged sentences

Payments and credits ( 356 ) ( 74 ) ( 2,087 ) ( 912 ) ( 160 ) ( 3,589 )

Reserve balances, March 31, 2025

Reserve balances, June 30, 2025

$ 162 $ 366 $ 1,406 $ 164 $ 85 $ 2,183

Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $ 40 million and $ 36 million as of March 31, 2025 and January 1, 2025, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets.

Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of approximately $ 2 million for the three months ended March 31, 2025.

Three Months Ended March 31, 2024

Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $ 44 million and $ 36 million as of June 30, 2025 and January 1, 2025, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets.

Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of approximately $ 2 million for the six months ended June 30, 2025.

Six Months Ended June 30, 2024

(in millions) Discounts

4 unchanged sentences

Payments and credits ( 339 ) ( 79 ) ( 1,607 ) ( 1,039 ) ( 108 ) ( 3,172 )

Reserve balances, March 31, 2024

Reserve balances, June 30, 2024

$ 177 $ 390 $ 1,303 $ 179 $ 83 $ 2,132

Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $ 37 million and $ 39 million as of March 31, 2024 and January 1, 2024, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets.

There were no price appreciation credits during the three months ended March 31, 2024.

Included in Rebates in the table above are cooperative advertising credits due to customers of approximately $ 43 million and $ 39 million as of June 30, 2024 and January 1, 2024, respectively, which are reflected as a reduction of Trade receivables, net in the Condensed Consolidated Balance Sheets.

There were no price appreciation credits during the six months ended June 30, 2024.

Contract Assets and Contract Liabilities

7 unchanged sentences

Trade receivables, net are stated net of certain sales provisions and the allowance for credit losses.

The activity in the allowance for credit losses for trade receivables for the three months ended March 31, 2025 and 2024 is as follows.

The activity in the allowance for credit losses for trade receivables for the six months ended June 30, 2025 and 2024 is as follows:

(in millions) 2025 2024

2 unchanged sentences

Write-offs charged against the allowance ( 6 ) ( 1 )

Recoveries of amounts previously written off — —

Foreign exchange and other 1 ( 2 )

9 unchanged sentences

Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated.

2025 Bausch + Lomb Acquisitions

Acquisition of DURECT

In July 2025, the Company announced that it had entered into an agreement to acquire the biopharmaceutical company DURECT Corporation (“DURECT”) for:

(i) an upfront cash payment of approximately $ 63 million due at closing and (ii) potential future milestone payments of up to $ 350 million in the aggregate (subject to certain adjustments in respect of a retention plan) if certain milestones are achieved before the earlier of the 10 year anniversary of the first commercial sale in the United States and December 31, 2045.

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.

If approved and successfully launched, Larsucosterol will expand the Company’s gastrointestinal portfolio.

The acquisition is expected to close in the third quarter of 2025, subject to the satisfaction of certain closing conditions included in the agreement.

Acquisition of Whitecap Biosciences

1 unchanged sentence

The acquisition is expected to expand Bausch + Lomb’s clinical-stage pipeline as Whitecap Biosciences is currently developing two innovative therapies for potential use in glaucoma and geographic atrophy.

Bausch + Lomb accounted for the transaction as an asset acquisition and during the three months ended March 31, 2025, Bausch + Lomb expensed the upfront payment of approximately $ 28 million as acquired in-process research and development costs, as included within Other expense, net on the Condensed Consolidated Statements of Operations.

2024 Bausch + Lomb Acquisitions

Bausch + Lomb accounted for the transaction as an asset acquisition and during the six months ended June 30, 2025, Bausch + Lomb expensed the upfront payment of approximately $ 28 million as acquired in-process research and development costs, as included within Other (income) expense, net on the Condensed Consolidated Statements of Operations.

Acquisition of Elios Vision

3 unchanged sentences

This acquisition is expected to bolster Bausch + Lomb’s glaucoma treatment portfolio.

The acquisition of Elios Vision has been accounted for as a business combination under the acquisition method of accounting.

The valuation of the assets acquired and liabilities assumed as part of the acquisition of Elios Vision has not been finalized as of March 31, 2025.

The acquisition of Elios Vision was accounted for as a business combination under the acquisition method of accounting.

As of the acquisition date, the potential future milestone obligations, included as part of the aggregate purchase consideration, were recognized as a contingent consideration liability of $ 89 million, of which $ 11 million was recorded as a current liability.

Bausch + Lomb reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value.

See Note 6, “FAIR VALUE MEASUREMENTS” for additional information regarding the fair value assessment of the acquisition-related contingent consideration liabilities.

In addition, as of the acquisition date, Bausch + Lomb allocated the aggregate purchase consideration of $ 188 million based on estimated fair values, which included recording $ 177 million of identifiable intangible assets, $ 16 million of other net liabilities and $ 27 million of goodwill.

The valuation of the assets acquired and liabilities assumed as part of the acquisition of Elios Vision has not been finalized as of June 30, 2025.

The areas that could be subject to change primarily relate to income tax matters.

3 unchanged sentences

Trukera Medical, a U.S.-based ophthalmic medical diagnostic company, 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 dry eye market.

This acquisition expands Bausch + Lomb’s presence in the dry eye market.

The acquisition of Trukera Medical has been accounted for as a business combination under the acquisition method of accounting.

See Note 3, “ACQUISITIONS AND LICENSING AGREEMENTS” to the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC and the CSA on February 19, 2025 for additional information regarding the 2024 Bausch + Lomb acquisitions, including details regarding the assets acquired and liabilities assumed.

CSA on February 19, 2025 for additional information regarding the 2024 Bausch + Lomb acquisitions, including details regarding the assets acquired and liabilities assumed.

RESTRUCTURING, INTEGRATION AND SEPARATION COSTS

3 unchanged sentences

(i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives.

The Company incurred $ 1 million and $ 12 million of restructuring and integration costs during the three months ended March 31, 2025 and 2024, respectively.

The Company incurred $ 32 million and $ 23 million of restructuring and integration costs during the six months ended June 30, 2025 and 2024, respectively.

Separation Costs and Separation-related Costs

2 unchanged sentences

Separation costs are incremental costs directly related to the B+L Separation and include, but are not limited to legal, audit and advisory fees.

Separation costs included in Restructuring, integration and separation costs for the three months ended March 31, 2025 and 2024 are not material.

Separation costs included in Restructuring, integration and separation costs for the six months ended June 30, 2025 and 2024 are not material.

The Company has incurred, and expects to continue to incur, incremental costs with respect to the B+L Separation.

These separation-related costs include, but are not limited to rebranding costs, advisory fees and costs associated with facility relocation and/or modification.

Included in Selling, general and administrative expenses for each of the three months ended March 31, 2025 and 2024 are separation-related costs of $ 5 million.

Included in Selling, general and administrative expenses for the six months ended June 30, 2025 and 2024 are separation-related costs of $ 7 million and $ 8 million, respectively.

The extent and timing of future charges of these costs to complete the B+L Separation cannot be reasonably estimated at this time and could be material.

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS

Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:

5 unchanged sentences

The following fair value hierarchy table presents the components and classification of the Company’s financial assets and liabilities measured at fair value on a recurring basis:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

1 unchanged sentence

Restricted cash $ 16 $ 16 $ — $ — $ 20 $ 20 $ — $ —

Cross-currency swaps $ 6 $ — $ 6 $ — $ 6 $ — $ 6 $ —

Foreign currency exchange contracts $ 4 $ — $ 4 $ — $ 10 $ — $ 10 $ —

3 unchanged sentences

Cash equivalents consist of highly liquid investments, primarily money market funds, with maturities of three months or less when purchased, and are reflected in the Condensed Consolidated Balance Sheets at carrying value, which approximates fair value due to their short-term nature.

Cash, cash equivalents and restricted cash as presented in the Condensed Consolidated Balance Sheet as of March 31, 2025 includes $ 215 million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb.

Cash, cash equivalents and restricted cash as presented in the Condensed Consolidated Balance Sheet as of June 30, 2025 includes $ 272 million of cash, cash equivalents and restricted cash held by legal entities of Bausch + Lomb.

Cash held by Bausch + Lomb legal entities and any future cash from the operating, investing and financing activities of Bausch + Lomb is expected to be retained by Bausch + Lomb entities and is generally not available to support the operations, investing and financing activities of other legal entities, including Bausch Health unless paid as a dividend which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders.

There were no transfers into or out of Level 3 assets or liabilities during the three months ended March 31, 2025.

There were no transfers into or out of Level 3 assets or liabilities during the six months ended June 30, 2025.

Cross-currency Swaps

2 unchanged sentences

Bausch + Lomb’s cross-currency swaps qualify for and have been designated as a hedge of the foreign currency exposure of a net investment in a foreign operation and are remeasured at each reporting date to reflect changes in their fair values.

The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 are as follows:

(in millions) March 31,

The assets and liabilities associated with Bausch + Lomb’s cross-currency swaps as included in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 are as follows:

(in millions) June 30,

2025 December 31,

2 unchanged sentences

Net fair value $ ( 162 ) $ ( 34 )

The following table presents the effect of hedging instruments on the Condensed Consolidated Statements of Comprehensive Income (loss) and the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Gain excluded from assessment of hedge effectiveness $ 3 $ 3 $ 6 $ 6

Location of gain of excluded component Interest Expense

No portion of the cross-currency swaps were ineffective for the three months ended March 31, 2025 and 2024.

During each of the three months ended March 31, 2025 and 2024, the Company received $ 6 million in interest settlements, which are reported as investing activities in the Condensed Consolidated Statements of Cash Flows.

Location of gain of excluded component Interest Expense Interest Expense

No portion of the cross-currency swaps were ineffective for the six months ended June 30, 2025 and 2024.

During each of the six months ended June 30, 2025 and 2024, the Company received $ 6 million in interest settlements, which are reported as investing activities in the Condensed Consolidated Statements of Cash Flows.

Foreign Currency Exchange Contracts

1 unchanged sentence

The Company’s foreign currency exchange contracts are economically hedging the foreign exchange exposure on certain of the Company’s intercompany balances.

As of March 31, 2025, the Company’s outstanding foreign currency exchange contracts had an aggregate notional amount of $ 618 million.

The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 are as follows:

(in millions) March 31,

As of June 30, 2025, the Company’s outstanding foreign currency exchange contracts had an aggregate notional amount of $ 676 million.

The assets and liabilities associated with the Company’s foreign exchange contracts as included in the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 are as follows:

(in millions) June 30,

2025 December 31,

2 unchanged sentences

Net fair value $ ( 4 ) $ 5

The following table presents the effect of the Company’s foreign exchange contracts on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

6 unchanged sentences

Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement.

At March 31, 2025, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 6 % to 28 %, and a weighted average risk-adjusted discount rate of 8 %.

The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at March 31, 2025.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2025 and 2024:

At June 30, 2025, the fair value measurements of acquisition-related contingent consideration were determined using risk-adjusted discount rates ranging from 6 % to 16 %, and a weighted average risk-adjusted discount rate of 8 %.

The weighted average risk-adjusted discount rate was calculated by weighting each contract’s relative fair value at June 30, 2025.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2025 and 2024:

(in millions) 2025 2024

9 unchanged sentences

Fair Value of Long-term Debt

The fair value of long-term debt as of March 31, 2025 and December 31, 2024 was $ 18,844 million and $ 18,243 million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2).

The fair value of long-term debt as of June 30, 2025 and December 31, 2024 was $ 19,738 million and $ 18,243 million, respectively, and was estimated using the quoted market prices for the same or similar debt issuances (Level 2).

Inventories, net consist of:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

6 unchanged sentences

The major components of intangible assets consist of:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions) Gross

15 unchanged sentences

The Company continues to monitor the recoverability of its finite-lived intangible assets and tests the intangible assets for impairment if indicators of impairment are present.

The Company estimates the fair values of long-lived assets with finite lives using an undiscounted cash flow model which utilizes Level 3 unobservable inputs.

The Company estimates the fair values of long-lived assets with finite lives using an undiscounted cash flow model which utilizes

Level 3 unobservable inputs.

The undiscounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, selling, general and administrative expenses and research and development expenses.

Xifaxan ® intangible assets included in the unaudited Condensed Consolidated Balance Sheets had a carrying value of $ 1,481 million and an estimated remaining useful life of 33 months as of March 31, 2025.

There were no asset impairments for the three and six months ended June 30, 2025.

Asset impairments for the three and six months ended June 30, 2024 were $ 5 million and $ 6 million, respectively, and primarily related to the discontinuance of a certain product brand.

Xifaxan ® intangible assets included in the unaudited Condensed Consolidated Balance Sheets had a carrying value of $ 1,347 million and an estimated remaining useful life of 30 months as of June 30, 2025.

The Company has filed lawsuits against third-party generic manufacturers that have sent the Company Notices of Paragraph IV Certification for Xifaxan ® .

See “Xifaxan ® Paragraph IV Proceedings” of Note 18, “LEGAL PROCEEDINGS”.

The Xifaxan ® intangible assets were last assessed for potential impairment during the third quarter of 2022.

This assessment resulted in no impairment of the carrying value of the Xifaxan ® finite-lived intangible assets as of September 30, 2022.

As part of that assessment, the Company also determined that no change to the remaining useful lives of its Xifaxan ® finite-lived intangible assets was required.

During the period September 30, 2022 through March 31, 2025 there were no material adverse changes to the facts and circumstances of the Xifaxan ® Generics Litigation or to actual or expected business performance for Xifaxan ® .

Based on these factors, no impairment to the carrying value of the Xifaxan ® finite-lived intangible assets was identified as of March 31, 2025.

It is possible that the Xifaxan ® Generics Litigation and other potential future developments:

4 unchanged sentences

Amortization $ 478 $ 875 $ 838 $ 240 $ 224 $ 219 $ 375 $ 3,249

The changes in the carrying amounts of goodwill during the three months ended March 31, 2025 and the year ended December 31, 2024 were as follows:

The changes in the carrying amounts of goodwill during the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows:

(in millions) Salix International Solta Medical Diversified Bausch + Lomb Total

4 unchanged sentences

Foreign exchange and other — 100 — ( 33 ) 144 211

Balance, March 31, 2025 $ 3,159 $ 829 $ 115 $ 1,744 $ 5,306 $ 11,153

Balance, June 30, 2025 $ 3,159 $ 892 $ 115 $ 1,726 $ 5,406 $ 11,298

Goodwill is not amortized but is tested for impairment at least annually on October 1st at the reporting unit level.

3 unchanged sentences

Interim Assessments

No events occurred or circumstances changed during the three months ended March 31, 2025 and 2024 that would indicate that the fair value of any reporting unit might be below its carrying value.

As part of its interim goodwill impairment assessment, the Company considered among other matters, the decline in the market capitalization of Bausch +Lomb during the period October 1, 2024 (the last time goodwill was tested for all reporting units) through June 30, 2025.

The length and lack of recovery from this decline in market capitalization, in comparison to the performance of the overall equity markets was sufficient to suggest that the decline in market capitalization could be an indicator that the fair value of a reporting unit or units of its Bausch + Lomb segment could be less than their carrying amounts.

The quantitative fair value tests utilized Bausch + Lomb’s most recent cash flow projections for each of its reporting units which reflected current market conditions and current trends in business performance.

The quantitative assessment utilized long-term growth rate of 3.0 % and discount rates ranging from 10.00 % to 11.50 %, in estimation of the fair value of the reporting units.

After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 25 %, and, therefore, there was no impairment to goodwill.

During the six months ended June 30, 2025, 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 three reporting units of its Bausch + Lomb segment might

be below their carrying values.

No events occurred or circumstances changed during the six months ended June 30, 2024 that would indicate that the fair value of any of the Company’s other reporting unit might be below its carrying value.

However, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future and any such charges could be material.

Accumulated goodwill impairment charges through March 31, 2025 were $ 5,497 million.

Accumulated goodwill impairment charges through June 30, 2025 were $ 5,497 million.

ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

9 unchanged sentences

Principal amounts of debt obligations and principal amounts of debt obligations net of premiums, discounts and issuance costs consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in millions) Maturity Principal Amount Net of Premiums, Discounts and Issuance Costs Principal Amount Net of Premiums, Discounts and Issuance Costs

3 unchanged sentences

February 2027 Term Loan B Facility February 2027 — — 2,187 2,166

2025 Credit Agreement

2030 Revolving Credit Facility April 2030 — — — —

2030 Term Loan B Facility October 2030 3,000 2,871 — —

AR Credit Facility January 2028 300 300 300 300

B+L Credit Facilities

B+L Revolving Credit Facility May 2027 160 160 110 110

B+L May 2027 Revolving Credit Facility May 2027 — — 110 110

B+L May 2027 Term Loan B Facility May 2027 — — 2,437 2,412

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B+L September 2028 Term Loan B Facility September 2028 491 484 494 486

B+L 2030 Revolving Credit Facility June 2030 — — — —

B+L January 2031 Term Loan B Facility January 2031 2,325 2,298 — —

Senior Secured Notes:

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October 2030 352 600 352 622

10.00 % Secured Notes

April 2032 4,400 4,339 — —

B+L Senior Secured Notes:

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October 2028 1,400 1,385 1,400 1,382

B+L January 2031 Senior Secured Notes January 2031 796 784 — —

9.00 % Intermediate Holdco Secured Notes

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Covenant Compliance

The Existing Senior Secured Credit Facilities (as defined below), the AR Credit Facility (as defined below), the B+L Credit Facilities (as defined below), the indentures that govern the Existing Senior Secured Notes (as defined below), the indenture that governs the B+L Secured Notes (as defined below), the indenture that governs the 9.00 % Intermediate Holdco Senior Secured Notes (as defined below) and the indentures that govern the Existing Senior Unsecured Notes (as listed above, and, together with the Existing Senior Secured Notes, the “Existing Senior Notes”) contain (or contained) customary affirmative and negative covenants and specified events of default.

These affirmative and negative covenants include (or included),

among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of certain of its subsidiaries to:

The 2025 Senior Secured Credit Facilities (as defined below), the AR Credit Facility (as defined below), the B+L Senior Secured Credit Facilities (as listed above), the indentures that govern the Existing Senior Secured Notes (as defined below), the indenture that governs the 2032 Senior Secured Notes (as defined below) (collectively with the Existing Senior Secured Notes, the “Senior Secured Notes”), the indentures that govern the B+L Senior Secured Notes (as defined below), and the indentures that govern our Senior Unsecured Notes (as listed above) contain (or contained) customary affirmative and negative covenants and specified events of default.

These affirmative and negative covenants include (or included), among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of certain of its subsidiaries to:

incur or guarantee additional indebtedness;

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The 2027 Revolving Credit Facility (as defined below) also contained a financial covenant.

In connection with the April 2025 Refinancing Transactions (as defined and described below), the 2027 Revolving Credit Facility was terminated, and the Company is no longer subject to compliance with the financial covenant thereunder as of the date of issuance of these financial statements .

As of March 31, 2025, the Company was in compliance with its covenants related to its debt obligations.

The 2030 Revolving Credit Facility (as defined below) contains financial covenants.

As of June 30, 2025, the Company was in compliance with its covenants related to its debt obligations.

April 2025 Refinancing Transactions

On April 8, 2025, the Company closed a series of transactions (the “April 2025 Refinancing Transactions”) whereby 1261229 B.C.

Ltd., a company incorporated under the laws of British Columbia, Canada and an indirect wholly-owned subsidiary of the Company (the “Issuer”):

On April 8, 2025, the Company 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 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 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.

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 senior notes issued prior to 2025 (the “Existing Senior Notes”).

The Company and certain of its subsidiaries are guarantors under the 2025 Senior Secured Credit Facilities and the 2032 Senior Secured Notes.

Bausch + Lomb and its subsidiaries are unrestricted subsidiaries under the 2025 Senior Secured Credit Facilities, the 2032 Senior Secured Notes and the Existing Senior Secured Notes.

Bausch + Lomb and its subsidiaries are unrestricted subsidiaries under the 2025 Senior Secured Credit Facilities, the 2032 Senior Secured Notes and the Company’s senior secured notes issued prior to 2025 (the “Existing Senior Secured Notes”).

The proceeds from the April 2025 Refinancing Transactions were used:

(i) to repay in full and terminate the February 2027 Term Loan B Facility (as defined below), (ii) to redeem certain Existing Senior Notes and the secured notes issued by 1375209 B.C.

(the “9.00% Intermediate Holdco Senior Secured Notes”) listed in the table below (collectively, the “Redeemed Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.

due 2028 (the “9.00% Intermediate Holdco Senior Secured Notes”) listed in the table below (collectively, the “Redeemed Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.

The aggregate principal amounts of the February 2027 Term Loan B Facility repaid in full and terminated and the Redeemed Notes redeemed in connection with the April 2025 Refinancing Transactions are set forth below:

(in millions)

(in millions) Principal Amount

February 2027 Term Loan B Facility $ 2,156

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Total $ 6,870

The debt retired includes $ 2,394 million, inclusive of premiums and discounts, originally scheduled to come due within one year of March 31, 2025.

As the April 2025 Refinancing Transactions were completed prior to the issuance of these Condensed Consolidated Financial Statements and the criteria under Accounting Standards Codification 470-10 has been met, these amounts have been classified as Non-current portion of long-term debt as of March 31, 2025.

Bridge Facility

On February 11, 2025, the Issuer entered into a commitment whereby a third-party lender agreed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $ 700 million, subject to customary conditions and limitations, including based on the value of the collateral (the “Bridge Facility”).

In connection with the April 2025 Refinancing Transactions, on April 8, 2025 the Issuer terminated this Bridge Facility.

On February 11, 2025, 126NumberCo entered into a commitment whereby a third-party lender agreed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $ 700 million, subject to customary conditions and limitations, including based on the value of the collateral (the “Bridge Facility”).

In connection with the April 2025 Refinancing Transactions, on April 8, 2025, 126NumberCo terminated this Bridge Facility.

Credit Facilities

2022 Senior Secured Credit Facilities

amended by the First Incremental Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement, dated as of November 27, 2018.

On June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into a Restatement Agreement to amend its then existing credit agreement pursuant to the Fourth Amended & Restated Credit and Guaranty Agreement, as further amended by the First Incremental Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement, dated as of November 27, 2018.

On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into a Second Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement (the “2022 Amended Credit Agreement”).

The 2022 Amended Credit Agreement provided for a revolving credit facility of $ 975 million (the “2027 Revolving Credit Facility”) and term loan facilities of original principal amounts of $ 2,500 million (the “February 2027 Term Loan B Facility” and together with the 2027 Revolving Credit Facility, the “Existing Senior Secured Credit Facilities”).

As of March 31, 2025, the Company had no outstanding borrowings and had $ 24 million of issued and outstanding letters of credit on the 2027 Revolving Credit Facility.

The February 2027 Term Loan B Facility was repaid, and the Existing Senior Secured Credit Facilities were terminated, in connection with the April 2025 Refinancing Transactions as described above.

The February 2027 Term Loan B Facility was repaid in full, and the Existing Senior Secured Credit Facilities were terminated, in connection with the April 2025 Refinancing Transactions as described above.

The termination of the 2022 Amended Credit Agreement was accounted for as a modification of debt, to the extent the Existing Senior Secured Credit Facilities were replaced with newly issued debt to the same creditor and the present value of the cash flows of the new debt did not exceed 10 % when compared to the original debt terms, and as an extinguishment of debt if:

(i) the Existing Senior Secured Credit Facilities were replaced with newly issued debt to a different creditor or in the case of newly issued debt to the same creditor and the present value of the cash flows of the new debt exceeds 10 % when compared to the original debt terms or (ii) the borrowing capacity declined when issuing the 2030 Revolving Credit Facility.

The termination of the 2022 Amended Credit Agreement resulted in a loss on extinguishment of debt of $ 9 million and includes:

(i) the unamortized deferred financing fees attributed to the portion of the February 2027 Term Loan B Facility paid down with the proceeds of the 2030 Term Loan B Facility and (ii) the unamortized deferred financing fees attributed to the difference in the borrowing capacity of the 2027 Revolving Credit Facility and the 2030 Revolving Credit Facility.

Certain payments made to the lenders and third parties of $ 130 million associated with the 2025 Credit Agreement were capitalized and are being amortized as interest expense over the remaining terms of the debt.

Third-party expenses paid of $ 20 million were expensed as Interest expense.

2025 Senior Secured Credit Facilities

Loans under the 2025 Credit Agreement are:

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of the Issuer, including a pledge of 185,468,421 common shares of Bausch + Lomb owned by the Issuer (representing 52.5 % of the outstanding common shares of Bausch + Lomb as of April 8, 2025) (the “Bausch + Lomb Share Collateral”) and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guaranteed the Existing Senior Secured Credit Facilities (the “BHC Existing Credit Agreement Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Company’s Existing Senior Secured Notes (as defined below) and the 2032 Senior Secured Notes and (y) certain subsidiaries of the Company that did not guarantee the Company’s Existing Senior Secured Credit Facilities, including 1530065 B.C.

(“153NumberCo”) and each subsidiary of 153NumberCo other than Bausch + Lomb and its subsidiaries (the “NumberCo Loan Guarantors” and, together with the BHC Existing Credit Agreement Guarantors, the “Loan Guarantors”), with such guarantees secured by the assets of the NumberCo Loan Guarantors, including the assets of the BHC Existing Loan Guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2032 Senior Secured Notes.

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including a pledge of 185,468,421 common shares of Bausch + Lomb owned by 126NumberCo (the “Bausch + Lomb Share Collateral”) and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guaranteed the Existing Senior Secured Credit Facilities (the “BHC Existing Credit Agreement Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes and the 2032 Senior Secured Notes and (y) certain subsidiaries that are not BHC Existing Credit Agreement Guarantors, including 1530065 B.C.

(“153NumberCo”) and each subsidiary of 153NumberCo other than Bausch + Lomb and its subsidiaries (the “NumberCo Loan Guarantors” and, together with the BHC Existing Credit Agreement Guarantors, the “Loan Guarantors”), with such guarantees secured by the assets of the NumberCo Loan Guarantors (including the Bausch + Lomb Share Collateral), and the assets of the BHC Existing Credit Agreement Guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2032 Senior Secured Notes.

Borrowings under the 2030 Term Loan B Facility bear interest, with respect to U.S.

dollar borrowings, based on the Company’s election of either (1) an alternate base rate equal to the highest of:

(i) the prime rate then in effect, (ii) the greater of the federal funds effective rate and the overnight bank funding rate (each subject to a 0 % floor), plus 0.500 % and (iii) the Term SOFR Rate (as defined in the 2025 Credit Agreement) for a one-month interest period, plus 1.000 %, subject to a 1.000 % floor, plus the Applicable Rate (as defined in the 2025 Credit Agreement) or (2) the Term SOFR Rate for the applicable interest period, subject to a 0 % floor, plus the Applicable Rate.

(i) the prime rate then in effect, (ii) the greater of the federal funds effective rate and the overnight bank funding rate (each subject to a 0 % floor), plus 0.500 % and (iii) the Term SOFR (as defined in the 2025 Credit Agreement) for a one-month interest period, plus 1.000 %, subject to a 1.000 % floor, plus the Applicable Rate (as defined in the 2025 Credit Agreement) or (2) the Term SOFR Rate for the applicable interest period, subject to a 0 % floor, plus the Applicable Rate.

The Applicable Rate in connection with a borrowing under the 2030 Term Loan B Facility is 5.25 % per annum for alternate base rate borrowings and 6.25 % per annum for Term SOFR Rate borrowings.

The 2030 Revolving Credit Facility will mature on the earlier of April 8, 2030 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company or the Issuer in an aggregate principal amount in excess of $ 1,000 million.

The 2030 Revolving Credit Facility will mature on the earlier of April 8, 2030 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company or 126NumberCo in an aggregate principal amount in excess of $ 1,000 million.

Borrowings under the 2030 Revolving Credit Facility can be made in U.S.

dollars, Canadian dollars or euros.

As of June 30, 2025, the Company had no outstanding borrowings and had $ 25 million of issued and outstanding letters of credit on the 2030 Revolving Credit Facility.

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to U.S.

dollar borrowings, based on the Company’s election of either (1) an alternate base rate equal to the Applicable Rate plus the highest of:

dollar borrowings, based on the Company’s election of either (1) an alternate base rate equal to the highest of:

(i) the prime rate then in effect, (ii) the greater of the federal funds effective rate and the overnight bank funding rate (each subject to a 0 % floor), plus 0.500 % and (iii) the Adjusted Term SOFR Rate (as defined in the 2025 Credit Agreement) for a one-month interest period (subject to a 0 % floor) plus 1.000 %, plus the Applicable Rate or (2) the Adjusted Term SOFR Rate for the applicable interest period (subject to a 0 % floor), plus the Applicable Rate.

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Canadian Dollar borrowings, based on the Company’s election of either (1) the Canadian Overnight Repo Rate Average (“Term CORRA”) plus 0.29547 % for a one month interest period or 0.32138 % for a three-month interest period (subject to a 0 % floor), plus the Applicable Rate or (2) a rate equal to the highest of:

(i) the Canadian prime rate then in effect and (ii) the annual rate of interest equal to the sum of the (x) Term CORRA rate plus 0.29547 % for a one month interest period and (y) 1.00 % (each subject to a 1.00 % floor), plus the Applicable Rate.

(i) the Canadian prime rate then in effect and (ii) the annual rate of interest equal to the sum of the (x) Term CORRA rate plus 0.29547 % and (y) 1.00 % (each subject to a 1.00 % floor), plus the Applicable Rate.

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Euro borrowings, based on the Adjusted EURIBOR Screen Rate (as defined in the 2025 Credit Agreement), subject to a 0 % floor, for any applicable interest period plus the Applicable Rate.

The Applicable Rate in connection with alternate base rate borrowings, Canadian prime rate loans and swingline loans is 3.25 % and in connection with Adjusted Term SOFR Rate loans, Adjusted EURIBOR Rate loans and Adjusted Term CORRA Rate loans is 4.25 %;

provided that, in connection with any borrowing, the Applicable Rate is subject to two 0.250 % step-downs subject to compliance with a Blended First Lien Leverage Ratio (as defined in the 2025 Credit Agreement) of equal to or less than 2.6 :1.00 and equal to or less than 2.1 :1.00, respectively.

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The Company is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the Applicable Rate in connection with Adjusted Term SOFR Rate loans, Adjusted EURIBOR Rate loans and Adjusted Term CORRA Rate loans under the 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees (not to exceed 0.125 % per annum) for the issuance of letters of credit and agency fees.

The Issuer is permitted to voluntarily prepay outstanding loans under the 2030 Term Loan B Facility, in whole or in part, without premium or penalty subject to customary “breakage” costs.

The 2030 Term Loan B Facility includes a 100 % net cash proceeds sweep, on a pro rata basis with obligations under the 2032 Senior Secured Notes, in connection with (i) the receipt of net cash proceeds from the sale of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral, (iii) incurrence of indebtedness that is not otherwise permitted, (iv) certain asset sales or other dispositions of any property of the Company or its restricted subsidiaries and certain casualty or condemnation events (subject to reinvestment rights and with any prepayments to be shared ratably with the 11.00 % First Lien Notes due September 2028, the 2028 Senior Secured Notes and the 2032 Senior Secured Notes) and (v) cash of the Issuer from payments under certain intercompany obligations after funding principal and interest payments (including for the subsequent six months) under the 2025 Credit Agreement and the 2032 Senior Secured Notes.

The 2030 Term Loan B Facility will mature October 8, 2030.

126NumberCo is permitted to voluntarily prepay outstanding loans under the 2030 Term Loan B Facility, in whole or in part, without premium or penalty subject to customary “breakage” costs.

The 2030 Term Loan B Facility includes a 100 % net cash proceeds sweep, on a pro rata basis with obligations under the 2032 Senior Secured Notes, in connection with (i) the receipt of net cash proceeds from the sale or disposition of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $ 50 million, (iii) incurrence of indebtedness that is not otherwise permitted, (iv) certain asset sales or other dispositions of any property of the Company or its restricted subsidiaries and certain casualty or condemnation events in each case, in excess of $ 100 million in any fiscal year (subject to reinvestment rights and with any prepayments to be shared ratably with the 11.00 % First Lien Secured Notes due September 2028, the 2028 Senior Secured Notes and the 2032 Senior Secured Notes) and (v) cash of 126NumberCo from payments under certain intercompany obligations after funding principal and interest payments (including for the subsequent six months) under the 2025 Credit Agreement and the 2032 Senior Secured Notes.

The 2030 Term Loan B Facility will mature on October 8, 2030.

The amortization rate for the 2030 Term Loan B Facility is 1.00 % per annum, or $ 30 million, payable in quarterly installments beginning on September 30, 2025.

The Issuer may direct that prepayments be applied to such amortization payments in order of maturity.

The mandatory quarterly amortization payments for the 2030 Term Loan B Facility will be $ 158 million through October 2030.

The 2025 Credit Agreement provides for an accordion feature that allows the Issuer, on one or more occasions prior to December 31, 2025, to increase the size of the 2030 Term Loan B Facility, add one or more incremental term loan facilities or incur incremental equivalent debt in an aggregate amount not to exceed $ 1,600 million less the amount of any Drop Down Debt (as defined in the 2025 Credit Agreement) originally incurred (whether or not such Drop Down Debt remains outstanding at the time of such incurrence of incremental term loan facilities or incremental equivalent debt), secured by the collateral on a pari passu basis with the 2030 Term Loan B Facility and the 2030 Revolving Credit Facility.

The incurrence of such incremental term loan facilities or incremental equivalent debt is subject to customary conditions, including that a specified amount of Bausch + Lomb shares are added to the Bausch + Lomb Share Collateral based on the amount of such incremental term loan facilities or incremental equivalent debt incurred.

In addition, the Issuer and the guarantors shall be able to incur junior lien or unsecured indebtedness in an amount such that after giving effect to the incurrence of any such debt, the Company would be in compliance, on a pro forma basis after giving effect to such incurrence of such indebtedness, with either a (i) Fixed Charge Coverage Ratio that is no less than 2.00 to 1.00 or (ii) Total Leverage Ratio that is no greater than 6.50 to 1.00, in each case, subject to customary terms and conditions, and with such ratios as defined in the 2025 Credit Agreement.

The 2030 Revolving Credit Facility, which is part of the 2025 Credit Agreement, also contains financial maintenance covenants, that require the Company to maintain (1) a Blended First Lien Leverage Ratio (as defined in the 2025 Credit Agreement) of not greater than (i) 4.25 :1.00, prior to the Covenant Step Up Date (as defined in the 2025 Credit Agreement) and (ii) 5.75 :1.00 on and after such date and (2) minimum liquidity of not less than $ 400 million on or after the Covenant Step Up Date.

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.

The 2025 Credit Agreement provides for an accordion feature that allows 126NumberCo, on one or more occasions prior to December 31, 2025, to increase the size of the 2030 Term Loan B Facility, add one or more incremental term loan facilities or incur incremental equivalent debt in an aggregate amount not to exceed $ 1,600 million less the amount of any Drop Down Debt (as defined in the 2025 Credit Agreement) originally incurred (whether or not such Drop Down Debt remains outstanding at the time of such incurrence of incremental term loan facilities or incremental equivalent debt), secured by the collateral on a pari passu basis with the 2025 Senior Secured Credit Facilities.

The incurrence of such incremental term loan facilities or incremental equivalent debt is subject to certain conditions, including that a specified amount of Bausch + Lomb shares are added to the Bausch + Lomb Share Collateral based on the amount of such incremental term loan facilities or incremental equivalent debt incurred.

In addition, the Company, 126NumberCo and the guarantors shall be able to incur junior indebtedness in an amount such that after giving effect to the incurrence of any such debt, the Company would be in compliance, on a pro forma basis after giving effect to such incurrence of such indebtedness, with either a (i) Fixed Charge Coverage Ratio (as defined in the 2025 Credit Agreement) that is no less than 2.00 to 1.00 or (ii) Total Leverage Ratio (as defined in the 2025 Credit Agreement) that is no greater than 6.50 to 1.00, provided that, in each case, the terms of such

junior indebtedness are not materially more favorable than the terms of the 2025 Senior Secured Credit Facilities, the weighted average life to maturity of such junior indebtedness is not shorter than the remaining weighted average life to maturity of any term loans outstanding, and the final maturity date of such junior indebtedness is no earlier than 91 days after the Latest Maturity Date (as defined in the 2025 Credit Agreement) then in effect.

The 2030 Revolving Credit Facility contains financial maintenance covenants that require the Company to maintain (1) a Blended First Lien Leverage Ratio of not greater than (i) 4.25 :1.00, prior to the Covenant Step Up Date (as defined in the 2025 Credit Agreement) and (ii) 5.75 :1.00 on and after such date and (2) minimum liquidity of not less than $ 400 million on and after the Covenant Step Up Date.

Accounts Receivable Credit Facility

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Under the AR Credit Facility, a special purpose entity (the “Borrower”), as the borrower, purchases accounts receivable originated by a wholly-owned subsidiary of the Company, which collateralize borrowings under the AR Credit Facility.

The Borrower is a bankruptcy

remote entity that is unrestricted under the Company’s debt covenants, and which is consolidated by the Company.

The Borrower is a bankruptcy remote entity that is unrestricted under the Company’s debt covenants, and which is consolidated by the Company.

Borrowings under the AR Credit Facility are for general corporate purposes.

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 %.

dollars and bear interest at a rate per annum equal to the sum of the one month term Secured Overnight Financing Rate (“SOFR”) plus 6.65 %.

The Company is required to pay commitment fees of 0.75 % multiplied by the lesser of:

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The AR Facility Agreement contains customary events of default, representations and warranties and affirmative and negative covenants primarily applicable to the borrower thereunder, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and engaging in any business other than as set forth in the AR Facility Agreement.

Upon the occurrence and during the continuance of an Amortization Event (as defined in the AR Facility Agreement), including the occurrence of an Event of Default (under and as defined in the 2025 Credit Agreement), and subsequent demand by the administrative agent (acting at the direction of the lenders), the outstanding advances and all other obligations under the AR Facility Agreement will be due and payable.

Upon the occurrence and during the continuance of an Amortization Event (as defined in the AR Facility Agreement), and subsequent demand by the administrative agent (acting at the direction of the lenders), the outstanding advances and all other obligations under the AR Facility Agreement will be due and payable.

The AR Credit Facility matures on January 28, 2028.

As of March 31, 2025, there were $ 300 million of outstanding borrowings under the AR Credit Facility at an all-in interest rate of 10.97 %.

As of June 30, 2025, there were $ 300 million of outstanding borrowings under the AR Credit Facility at an all-in interest rate of 10.97 %.

On July 28, 2025, the Borrower gave notice of its intention to repay in full and terminate the AR Credit Facility in accordance with the terms thereof.

Bausch + Lomb Senior Secured Credit Facilities

On May 10, 2022, Bausch + Lomb entered into a credit agreement which provided for a term loan of $ 2,500 million (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”).

As of March 31, 2025, the B+L Revolving Credit Facility had $ 160 million of outstanding borrowings, $ 36 million of issued and outstanding letters of credit and $ 304 million of remaining availability, and a stated rate of interest for borrowings ranging from 7.16 % to 7.17 % per annum.

As of March 31, 2025, the B+L May 2027 Term Loan B Facility had a stated rate of interest of 7.67 % per annum, and remaining mandatory quarterly amortization payments of $ 50 million through March 2027, with the remaining term loan balance due in May 2027.

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 and consisted of borrowings of $ 500 million in new term B loans (the “B+L September 2028 Term Loan B Facility”).

As of March 31, 2025, the B+L September 2028 Term Loan B Facility had a stated rate of interest of 8.32 % per annum, and remaining mandatory quarterly amortization payments of $ 16 million through June 2028, with the remaining term loan balance due in September 2028.

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 and consisted of borrowing $400 million of new term loans (the “B+L May 2027 Incremental Term Loan B Facility”).

As of March 31, 2025, the B+L May 2027 Incremental Term Loan B Facility had a stated rate of interest of 7.67 % per annum and remaining mandatory quarterly amortization payments of $ 18 million through December 2026, with an additional amortization payment of $ 8 million due in March 2027 and the remaining term loan balance due in May 2027.

The B+L May 2027 Term Loan B Facility, the B+L May 2027 Incremental Term Loan B Facility, the B+L September 2028 Term Loan B Facility and the B+L Revolving Credit Facility (together the “B+L Credit Facilities”) are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions.

The B+L Revolving Credit Facility is a source of funding for Bausch + Lomb and its subsidiaries only.

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 Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.

On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Original Credit Agreement”), providing for a term loan of $ 2,500 million 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 May 2027 Revolving Credit Facility”).

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 “B+L September 2023 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowings of $ 500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”).

This incremental term loan facility was entered into in the form of an incremental amendment (the “B+L November 2024 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowing $ 400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility”).

The B+L May 2027 Revolving Credit Facility is a source of funding for Bausch + Lomb and its subsidiaries only.

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 May 2027 Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.

B+L June 2025 Refinancing Activity

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”).

The net proceeds from the B+L January 2031 Senior Secured Notes offering (as described below) and 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 June 2025 Refinancing Activity”).

The B+L Senior Secured Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions.

The B+L Term Facilities are denominated in U.S.

dollars, and borrowings under the B+L 2030 Revolving Credit Facility can be made in U.S.

dollars, euros, pounds sterling and Canadian dollars.

As of June 30, 2025, the principal amounts outstanding under the B+L September 2028 Term Loan B Facility and the B+L January 2031 Term Loan B Facility were $ 491 million and $ 2,325 million, respectively.

As of June 30, 2025, Bausch + Lomb had no outstanding borrowings, $ 37 million of issued and outstanding letters of credit and remaining availability, subject to certain customary conditions, of $ 763 million under its B+L 2030 Revolving Credit Facility.

Borrowings under the B+L 2030 Revolving Credit Facility in:

dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(a) a term SOFR-based rate or (b) a U.S.

dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(a) a term CORRA-based rate or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) and (iv) pounds sterling bear interest at a rate per annum equal to Sterling Overnight Index Average (“SONIA”) (provided, however, that the term SOFR-based rate, term CORRA-based rate, EURIBOR and SONIA shall be no less than 0.00 % per annum at any time and the U.S.

dollar base rate and the Canadian dollar prime rate shall be no less than 1.00 % per annum at any time), in each case, plus the Applicable Rate (as defined in the B+L Amended Credit Agreement).

Term SOFR-based borrowings under the B+L 2030 Revolving Credit Facility are not subject to any credit spread adjustment.

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.

Borrowings under the B+L September 2028 Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(i) a term SOFR-based rate, plus an applicable margin of 4.00 %, or (ii) a U.S.

dollar base rate, plus an applicable margin of 3.00 % (provided, however, that the term SOFR-based rate shall be no less than 0.00 % per annum at any time and the U.S.

dollar base rate shall not be lower than 1.00 % per annum at any time).

Term SOFR-based borrowings under the B+L September 2028 Term Loan B Facility are not subject to any credit spread adjustment.

Borrowings under the B+L January 2031 Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(i) a term SOFR-based rate, plus an applicable margin of 4.25 %, or (ii) a U.S.

dollar base rate, plus an applicable margin of 3.25 % (provided, however, that the term SOFR-based rate shall be no less than 0.00 % per annum at any time and the U.S.

dollar base rate shall not be lower than 1.00 % per annum at any time).

Term SOFR-based borrowings under the B+L January 2031 Term Loan B Facility are not subject to any credit spread adjustment.

Subject to certain exceptions and customary baskets set forth in the B+L Amended Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the B+L Term Facilities under certain circumstances, including from:

(i) 100 % of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold), (ii) 100 % of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Amended Credit Agreement), (iii) 50 % of Excess Cash Flow (as defined in the B+L Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100 % of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold).

These mandatory prepayments may be used to satisfy future amortization.

The amortization rate for the B+L September 2028 Term Loan B Facility is 1.00 % per annum, or $ 5 million, payable in quarterly installments.

Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of

As of June 30, 2025, the remaining mandatory quarterly amortization payments for the B+L September 2028 Term Loan B Facility were $ 15 million through June 2028, with the remaining term loan balance being due in September 2028.

The amortization rate for the B+L January 2031 Term Loan B Facility is 1.00 % per annum, or $ 23 million, payable in quarterly installments, with the first installment to be paid on September 30, 2025.

Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity.

As of June 30, 2025, aggregate remaining mandatory quarterly amortization payments for the B+L January 2031 Term Loan B Facility were $ 128 million through December 2030, with the remaining term loan balance being due in January 2031.

Senior Secured Notes

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The 2032 Senior Secured Notes are:

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of the Issuer, including the Bausch + Lomb Share Collateral and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Existing Senior Notes (the “BHC Existing Note Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Company’s Existing Senior Secured Notes and the 2025 Credit Agreement and (y) certain subsidiaries of the Company that do not guarantee the Company’s Existing Senior Notes (the “NumberCo Note Guarantors” and, together with the BHC Existing Note Guarantors, the “Note Guarantors”), with such guarantees secured by the assets of the NumberCo Note Guarantors (including the Bausch + Lomb Share Collateral) and the assets of the BHC

Existing Note Guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2025 Credit Agreement.

The 2032 Senior Secured Notes are redeemable at the option of the Issuer, in whole or in part, at any time on or after April 15, 2028, at the redemption prices set forth in the indenture that governs the 2032 Senior Secured Notes.

Prior to April 15, 2028, the Issuer may redeem all or a portion of the 2032 Senior Secured Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium.

The 2032 Senior Secured Notes are subject to mandatory redemption upon (i) the receipt of net cash proceeds from the sale of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral in excess of $ 50 million or (iii) the receipt of funds from any repayment of principal on certain intercompany obligations.

Upon the occurrence of a change of control (as defined in the indenture that governs the 2032 Senior Secured Notes), holders of 2032 Senior Secured Notes may require the Issuer to repurchase such holder’s 2032 Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date applicable to the 2032 Senior Secured Notes.

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including the Bausch + Lomb Share Collateral and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Existing Senior Notes (the “BHC Existing Note Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes and the 2025 Credit Agreement and (y) certain subsidiaries of the Company that do not guarantee the Existing Senior Notes (the “NumberCo Note Guarantors”), with such guarantees secured by the assets of the NumberCo Note Guarantors (including the Bausch + Lomb Share Collateral) and the assets of the BHC Existing Note Guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2025 Credit Agreement.

The 2032 Senior Secured Notes are redeemable at the option of 126NumberCo, in whole or in part, at any time on or after April 15, 2028, at the redemption prices set forth in the indenture that governs the 2032 Senior Secured Notes.

Prior to April 15, 2028, 126NumberCo may redeem all or a portion of the 2032 Senior Secured Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium.

The 2032 Senior Secured Notes are subject to mandatory redemption upon (i) the receipt of net cash proceeds from the sale of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $ 50 million or (iii) the receipt of funds from any repayment of principal on certain intercompany obligations.

Upon the occurrence of a change of control (as defined in the indenture that governs the 2032 Senior Secured Notes), holders of 2032 Senior Secured Notes may require 126NumberCo to repurchase such holder’s 2032 Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date applicable to the 2032 Senior Secured Notes.

Existing Senior Secured Notes

Senior secured notes issued prior to 2025 (the “Existing Senior Secured Notes”) are guaranteed by all of the Company’s subsidiaries that are BHC Existing Note Guarantors (together, the “BHC Existing Guarantors”).

The Issuer and its direct parent, 153NumberCo are non-guarantor restricted subsidiaries with respect to the Company’s Existing Senior Secured Notes.

The Existing Senior Secured Notes and the applicable guarantees rank equally in right of repayment with all of the Company’s and the BHC Existing Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and the BHC Existing Guarantors’ respective future subordinated indebtedness.

The Existing Senior Secured Notes and the applicable guarantees related thereto are effectively pari passu with the Company’s and the BHC Existing Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the Existing Senior Secured Notes and effectively senior to the Company’s and the BHC Existing Guarantors’ respective existing and future indebtedness that is unsecured, including the existing senior unsecured notes (the “Senior Unsecured Notes”), or that is secured by junior liens, in each case to the extent of the value of the collateral that secures the Existing Senior Secured Notes.

In addition, the Existing Senior Secured Notes are structurally subordinated to:

(i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Existing Senior Secured Notes (including 153NumberCo and its subsidiaries, including the Issuer) and (ii) any of the Company’s debt that is secured by assets that are not collateral (including the common shares of Bausch + Lomb owned by the Issuer).

The Existing Senior Secured Notes are guaranteed by the BHC Existing Note Guarantors.

126NumberCo and its direct parent, 153NumberCo are non-guarantor restricted subsidiaries with respect to the Existing Senior Secured Notes.

The Existing Senior Secured Notes and their related guarantees rank equally in right of payment with all existing and future unsubordinated indebtedness and rank senior to any future subordinated indebtedness of both the Company and the BHC Existing Note Guarantors.

Additionally, the Existing Senior Secured Notes and their guarantees are effectively pari passu with any existing and future indebtedness of the Company and the BHC Existing Note Guarantors that is secured by a first-priority lien on the same collateral.

They are effectively senior to any unsecured indebtedness, including the Company’s senior unsecured notes (the “Senior Unsecured Notes”), or indebtedness secured by junior liens, in each case to the extent of the value of the collateral securing the Existing Senior Secured Notes.

Furthermore, the Existing Senior Secured Notes are structurally subordinated to:

(i) all liabilities of the Company’s subsidiaries that do not guarantee the Existing Senior Secured Notes (including 153NumberCo and its subsidiary, 126NumberCo) and (ii) any of the Company’s debt that is secured by assets not included in the collateral package (such as the Bausch + Lomb Share Collateral).

Upon the occurrence of a change in control (as defined in the indentures that govern the Existing Senior Secured Notes), holders of the Existing Senior Secured Notes may require the Company to repurchase such holder’s Existing Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date applicable to the Existing Senior Secured Notes.

B+L 8.375 % Senior Secured Notes due 2028

On September 29, 2023, Bausch +Lomb issued $ 1,400 million aggregate principal amount of 8.375 % Senior Secured Notes due October 2028 (the “B+L Secured Notes”) which are guaranteed by each of Bausch + Lomb’s subsidiaries that is a guarantor under the B+L Amended Credit Agreement (the “B+L Note Guarantors”).

The B+L Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure Bausch + Lomb’s obligations under the B+L Amended Credit Agreement under the terms of the indentures that govern the B+L Secured Notes.

The B+L Secured Notes and the guarantees related thereto rank equally in right of repayment with all of Bausch + Lomb’s and B+L Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to Bausch + Lomb’s and B+L Note Guarantors’ respective future subordinated indebtedness.

The B+L Senior Secured Notes and the guarantees related thereto are effectively pari passu with Bausch + Lomb’s and the B+L Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the B+L Secured Notes and effectively senior to Bausch + Lomb’s and the B+L Note Guarantors’ respective existing and future indebtedness that is unsecured, or that is secured by junior liens, in each case to the extent of the value of the collateral.

In addition, the B+L Secured Notes are structurally subordinated to:

(i) all liabilities of any of Bausch + Lomb’s subsidiaries that do not guarantee the B+L Secured Notes and (ii) any of Bausch + Lomb’s debt that is secured by assets that are not collateral.

Upon the occurrence of a change in control (as defined in the indentures that govern the B+L Secured Notes), unless Bausch + Lomb has exercised its right to redeem all of the notes of a series, holders of the B+L Secured Notes may require Bausch + Lomb to repurchase such holders’ notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L Secured Notes are redeemable at the option of Bausch + Lomb, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture.

Prior to October 1, 2025, Bausch + Lomb may redeem the B+L Secured Notes in whole or in part at a redemption price equal to the principal amount of the Notes redeemed plus a make-whole premium.

Prior to October 1, 2025, Bausch + Lomb may, on any one or more occasions redeem up to 40 % of the aggregate principal amount of the B+L Secured Notes at a redemption price of 108.375 % of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption with the proceeds of one or more equity offerings.

The redemption of the 5.50 % Senior Secured Notes, 6.125 % Senior Secured Notes and 5.75 % Senior Secured Notes was accounted for as an extinguishment of debt.

As a result, the Company recognized a loss on extinguishment of debt of $ 25 million, representing the difference between the settlement amount and the carrying value of the extinguished notes.

In connection with the issuance of the 2032 Senior Secured Notes, the Company capitalized $ 60 million of payments made to lenders and third parties.

These capitalized costs are being amortized as interest expense over the remaining term of the 2032 Senior Secured Notes.

B+L 8.375 % Senior Secured Notes due October 2028

On September 29, 2023, Bausch + Lomb issued $ 1,400 million aggregate principal amount of 8.375 % Senior Secured Notes due October 2028 (the “B+L October 2028 Senior Secured Notes”) which are guaranteed by each of Bausch + Lomb’s subsidiaries that is a guarantor under the B+L Amended Credit Agreement (the “B+L Note Guarantors”).

The B+L October 2028 Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure Bausch + Lomb’s obligations under the B+L Amended Credit Agreement under the terms of the indentures that govern the B+L October 2028 Senior Secured Notes.

The B+L October 2028 Senior Secured Notes and their related guarantees rank equally in right of payment with all existing and future unsubordinated indebtedness and rank senior to any future subordinated indebtedness of both Bausch + Lomb and the B+L Note Guarantors.

Additionally, these notes and guarantees are effectively pari passu with any existing and future indebtedness of Bausch + Lomb and the B+L Note Guarantors that is secured by a first-priority lien on the same collateral.

They are effectively senior to any unsecured indebtedness or indebtedness secured by junior liens, in each case to the extent of the value of the collateral securing the B+L October 2028 Senior Secured Notes.

Furthermore, the B+L October 2028 Senior Secured Notes are structurally subordinated to:

(i) all liabilities of Bausch + Lomb’s subsidiaries that do not guarantee the notes and (ii) any of Bausch + Lomb’s debt secured by assets that are not included in the collateral package.

Upon the occurrence of a change in control (as defined in the indentures that govern the B+L October 2028 Senior Secured Notes), unless Bausch + Lomb has exercised its right to redeem all of the notes of a series, holders of the B+L October 2028 Senior Secured Notes may require Bausch + Lomb to repurchase such holders’ notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L October 2028 Senior Secured Notes are redeemable at the option of Bausch + Lomb, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture.

Prior to October 1, 2025, Bausch + Lomb may redeem the B+L October 2028 Senior Secured Notes in whole or in part at a redemption price equal to the principal amount of the Notes redeemed plus a make-whole premium.

Prior to October 1, 2025, Bausch + Lomb may, on any one or more occasions redeem up to 40 % of the aggregate principal amount of the B+L October 2028 Senior Secured Notes at a redemption price of 108.375 % of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption with the proceeds of one or more equity offerings.

B+L Senior Secured Notes due January 2031

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”, and together with the B+L October 2028 Senior Secured Notes, the “B+L 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 (as described above), were used by Bausch + Lomb to:

(i) repay in full outstanding 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.

The B+L January 2031 Senior Secured Notes accrue interest at a rate per annum of:

(i) three-month EURIBOR (subject to a 0 % floor) plus (ii) 3.875 %, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2026.

At June 30, 2025, the B+L January 2031 Senior Secured Notes bore interest at 5.87 % per annum.

The B+L January 2031 Senior Secured Notes are guaranteed by Bausch + Lomb and each of its subsidiaries (other than the B+L Issuers) that is a guarantor under the B+L Amended Credit Agreement (collectively the “B+L 2031 Note Guarantors”).

The B+L January 2031 Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the borrowings under the B+L Amended Credit Agreement and the obligations under the B+L October 2028 Senior Secured Notes.

The B+L January 2031 Senior Secured Notes and their related guarantees rank pari passu in right of payment with all existing and future unsubordinated indebtedness and rank senior to any existing and future indebtedness of both the B+L Issuers and the B+L 2031 Note Guarantors that is expressly subordinated to the B+L January 2031 Senior Secured Notes and the related guarantees.

These notes and guarantees are effectively pari passu with the existing and future indebtedness of the B+L Issuers and the B+L 2031 Note Guarantors that is secured by a first-priority lien on the collateral securing the obligations under the B+L Senior Secured Credit Facilities, the B+L October 2028 Senior Secured Notes and the B+L January 2031 Senior Secured Notes.

They are also effectively senior to any unsecured indebtedness and indebtedness secured by junior liens, in each case to the extent of the value of the shared collateral.

In addition, the B+L January 2031 Senior Secured Notes are structurally subordinated to:

(i) all liabilities of Bausch + Lomb’s subsidiaries (other than the B+L Issuers) that do not

guarantee the notes, to the extent of the value of those subsidiaries’ assets and (ii) any of Bausch + Lomb’s debt secured by assets that are not included in the collateral package.

Upon the occurrence of a change in control (as defined in the indenture governing the B+L January 2031 Senior Secured Notes), unless the B+L Issuers have exercised their right to redeem all of the B+L January 2031 Senior Secured Notes, holders of the B+L January 2031 Senior Secured Notes may require the B+L Issuers to repurchase such holders’ B+L January 2031 Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L January 2031 Senior Secured Notes are redeemable at the option of the B+L Issuers, in whole or in part, at any time on or after June 30, 2026, at a redemption price of 100.000 % of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption.

Prior to June 30, 2026, the B+L Issuers may redeem the B+L January 2031 Senior Secured Notes in whole or in part at a redemption price equal to the principal amount of the B+L January 2031 Senior Secured Notes redeemed plus a make-whole premium.

Prior to June 30, 2026, the B+L Issuers may on any one or more occasions redeem up to 40 % of the aggregate principal amount of the B+L January 2031 Senior Secured Notes at a redemption price of 103.875 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption with the net cash proceeds of one or more equity offerings, subject to certain conditions.

Senior Unsecured Notes

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Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes.

The Issuer and 153NumberCo are non-guarantor restricted subsidiaries with respect to the Senior Unsecured Notes.

126NumberCo and 153NumberCo are non-guarantor restricted subsidiaries with respect to the Senior Unsecured Notes.

Upon the occurrence of a change in control (as defined in the indentures that govern the Senior Unsecured Notes), holders of the Senior Unsecured Notes may require the Company or BHA, as applicable, to repurchase such holder’s Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date applicable to the Senior Unsecured Notes.

The redemption of the 9.00 % Senior Unsecured Notes was accounted for as an extinguishment of debt and the Company incurred a loss on extinguishment of debt of $ 1 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value.

2022 Exchange

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As a result of the application of this accounting, the difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.

As of March 31, 2025, the remaining premium on the 2022 Secured Notes was $ 890 million, which is being reduced as contractual interest payments are made on the 2022 Secured Notes.

During the three months ended March 31, 2025 and 2024, the Company made contractual interest payments of $ 143 million and $ 45 million, respectively, related to the 2022 Secured Notes, of which $ 127 million and $ 39 million, respectively, was recorded as a reduction of the premium.

As of June 30, 2025, the remaining premium on the 2022 Secured Notes was $ 868 million, which is being reduced as contractual interest payments are made on the 2022 Secured Notes.

During the six months ended June 30, 2025 and 2024, the Company made contractual interest payments of $ 184 million and $ 167 million, respectively, related to the 2022 Secured Notes, of which $ 164 million and $ 147 million, respectively, was recorded as a reduction of the premium.

On April 8, 2025 in connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the 9.00 % Intermediate Holdco Senior Secured Notes.

The redemption of the 9.00 % Intermediate Holdco Secured Notes was accounted for as an extinguishment of debt and the Company incurred a gain on extinguishment of debt of $ 226 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value (which represents the write-off of the unamortized premium).

Weighted Average Stated Rate of Interest

The weighted average stated rate of interest for the Company’s outstanding debt obligations as of March 31, 2025 and December 31, 2024 was 7.71 % and 7.72 %, respectively.

The weighted average stated rate of interest for the Company’s outstanding debt obligations as of June 30, 2025 and December 31, 2024 was 8.63 % and 7.72 %, 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.

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Such repurchases or exchanges, if any, will depend on prevailing market conditions, future liquidity requirements, contractual restrictions and other factors.

In connection with the April 2025 Refinancing Transactions, the Company recognized a net gain of $ 191 million on the extinguishment of debt which represents the difference between the amounts paid to settle the extinguished debt and its carrying value.

In connection with the B+L June 2025 Refinancing Activity, the Company recognized a loss of $ 13 million on extinguishment of debt which represents the difference between the amount paid to settle the extinguished debt and its carrying value.

In January 2024 and May 2024, the Company repurchased and retired a portion of the 9.00 % Senior Unsecured Notes due December 2025 and the 9.25 % Senior Unsecured Notes due April 2026 with an aggregate par value of approximately $ 555 million, for an aggregate cost of approximately $ 530 million.

In connection with these repurchases, the Company

recognized a net gain of approximately $ 23 million on extinguishment of debt which represents the difference between the amounts paid to settle the extinguished debt and its carrying value.

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:

(in millions) Remainder of 2025 2026 2027 2028 2029 2030 2031 and 2032 Total

In connection with these repurchases, the Company recognized a net gain of approximately $ 23 million on extinguishment of debt which represents the difference between the amounts paid to settle the extinguished debt and its carrying value.

Maturities of debt obligations for the remainder of 2025, the five succeeding years ending December 31 and thereafter are as follows:

(in millions)

Remainder of 2025 $ 29

Thereafter 7,856

Total debt obligations 21,150

Unamortized premiums, discounts and issuance costs ( 291 )

Total long-term debt and other $ 20,859

On July 28, 2025, BHA issued an irrevocable notice of redemption pursuant to which it will redeem approximately $ 602 million of aggregate principal amount of its outstanding 9.25 % Senior Unsecured Notes due 2026 using cash on hand.

The redemption date is August 28, 2025.

On July 28, 2025, the Borrower gave notice to the administrative agent under its AR Facility Agreement of its intention to repay, using cash on hand, all outstanding amounts under the AR Credit Facility 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.

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.

The Company regularly evaluates market conditions, its liquidity profile and available financing alternatives, and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings or other monetization of a portion of its holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage its debt maturities and improve its capital structure and liquidity.

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Such amendment and restatement increased the number of common shares authorized for issuance under the Amended and Restated 2014 Plan by an additional 20,000,000 common shares.

Approximately 24,603,000 common shares were available for future grants as of March 31, 2025.

Approximately 24,832,000 common shares were available for future grants as of June 30, 2025.

The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.

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The B+L Plan provides for the grant of various types of awards including RSUs, restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards.

Under the B+L Plan, the exercise price of awards, if any, is set on

the grant date and may not be less than the fair market value per share on that date.

Under the B+L Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date.

Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions.

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Each vested PSU represents the right of a holder to receive a number of Bausch + Lomb’s common shares up to a specified maximum.

Approximately 13,300,000 Bausch + Lomb common shares were available for future grants as of March 31, 2025.

Approximately 12,900,000 Bausch + Lomb common shares were available for future grants as of June 30, 2025.

Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.

The following table summarizes the components and classification of the Company’s share-based compensation expenses related to stock options and RSUs for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table summarizes the components and classification of the Company’s share-based compensation expenses related to stock options and RSUs for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

Stock options $ 4 $ 3 $ 8 $ 6

RSUs 42 33 81 63

$ 46 $ 36 $ 89 $ 69

Research and development expenses $ 4 $ 2 $ 7 $ 5

Selling, general and administrative expenses 42 34 82 64

Share-based awards granted for the three months ended March 31, 2025 and 2024 consist of:

Three Months Ended March 31,

$ 46 $ 36 $ 89 $ 69

Share-based awards granted for the six months ended June 30, 2025 and 2024 consist of:

Six Months Ended

Bausch Health Share-Based Awards

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Weighted-average grant date fair value $ — $ 17.04

As of March 31, 2025, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the Company’s 2014 Plan and the B+L Plan amounted to $ 276 million, which will be amortized over a weighted-average period of 1.87 years.

As of March 31, 2025, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and PSUs under the B+L Plan amounted to $ 181 million, which will be amortized over a weighted-average period of 1.86 years.

As of June 30, 2025, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the Company’s 2014 Plan and the B+L Plan amounted to $ 237 million, which will be amortized over a weighted-average period of 1.67 years.

As of June 30, 2025, the remaining unrecognized compensation expense related to all outstanding non-vested stock options, time-based RSUs and PSUs under the B+L Plan amounted to $ 157 million, which will be amortized over a weighted-average period of 1.65 years.

Bausch Health 2025 Employee Stock Purchase Plan

On May 13, 2025, the shareholders of the Company approved the Bausch Health Companies Inc.

2025 Employee Stock Purchase Plan (the “ESPP”).

The ESPP provides eligible employees with an opportunity to purchase common shares from the Company at a discount through accumulated payroll deductions.

The ESPP will be implemented through a series of offering periods to eligible employees.

Under the ESPP, the offering periods will have a duration of six months commencing on June 1 or December 1 and ending on November 30 or May 31.

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the lower of the fair market value per common share on either the grant date or on the purchase date.

As of June 30, 2025, there have not been any offering periods available to purchase common shares under the ESPP.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of:

(in millions) March 31,

(in millions) June 30,

2025 December 31,

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Research and development costs consist of:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Quality assurance 5 3 9 8

OTHER EXPENSE, NET

Other expense, net consists of:

Three Months Ended March 31,

$ 159 $ 156 $ 302 $ 307

OTHER (INCOME) EXPENSE, NET

Other (income) expense, net consists of:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

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Gain on sale of assets, net — ( 1 ) — ( 5 )

Acquired in-process research and development costs for the three months ended March 31, 2025 are related to Bausch + Lomb’s acquisition of Whitecap Biosciences.

Acquisition-related contingent consideration for the three months ended March 31, 2025 and 2024 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.

For the three months ended March 31, 2025, Litigation and other matters primarily relates to restitution received in connection with a certain legal matter.

For the three months ended March 31, 2024, Litigation and other matters primarily related to adjustments to provisions for certain legal matters.

$ ( 18 ) $ 20 $ ( 3 ) $ 20

Acquired in-process research and development costs for the three and six months ended June 30, 2025 are primarily related to Bausch + Lomb’s acquisition of Whitecap Biosciences.

Acquisition-related contingent consideration for the three and six months ended June 30, 2025 and 2024 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.

For the six months ended June 30, 2025, Litigation and other matters, net of insurance recoveries and restitutions includes restitution received in connection with a certain legal matter.

For the three and six months ended June 30, 2024, Litigation and other matters, net of insurance recoveries and restitutions primarily relates to provisions for certain legal matters.

For interim financial statement purposes, U.S.

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The Company’s estimated annual effective income tax rate may be revised, if necessary, in each interim period.

Provision for income taxes for the three months ended March 31, 2025 was $ 39 million and included:

(i) $ 30 million of income tax provision for the Company’s ordinary loss for the three months ended March 31, 2025 and (ii) $ 9 million of net income tax provision for discrete items, which includes $ 6 million of net income tax provision associated with the filing of certain tax returns.

Provision for income taxes for the three months ended March 31, 2024 was $ 8 million and included:

(i) $ 28 million of income tax provision for the Company’s ordinary loss for the three months ended March 31, 2024 and (ii) $ 20 million of net income tax benefit for discrete items, which includes $ 22 million of net income tax benefit related to uncertain tax positions.

Provision for income taxes for the six months ended June 30, 2025 was $ 51 million and included:

(i) $ 102 million of income tax provision for the Company’s ordinary loss for the six months ended June 30, 2025 and (ii) $ 51 million of net income tax benefit for discrete items, which includes:

(a) $ 36 million of net income tax benefit related to the finalization of the settlement with the Internal Revenue Service (“IRS”) for the 2017 capital loss, (b) $ 19 million income tax benefit due to changes in uncertain tax positions, (c) $ 8 million income tax benefit for the discrete treatment of restructuring costs related to B+L and (d) $ 10 million income tax provision associated with the filing of certain income tax returns.

Provision for income taxes for the six months ended June 30, 2024 was $ 57 million and included:

(i) $ 68 million of income tax provision for the Company’s ordinary loss for the six months ended June 30, 2024 and (ii) $ 11 million of net income tax benefit for discrete items, which includes $ 12 million of net income tax benefit related to uncertain tax positions.

The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized.

When the Company establishes or reduces the valuation allowance against its deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period such determination is made.

The valuation allowance against deferred tax assets was approximately $ 2,344 million and $ 2,284 million as of

March 31, 2025 and December 31, 2024, respectively.

The valuation allowance against deferred tax assets was approximately $ 2,368 million and $ 2,284 million as of June 30, 2025 and December 31, 2024, respectively.

The Company will continue to assess the need for valuation allowances on an ongoing basis.

As of March 31, 2025 and December 31, 2024, the Company had $ 937 million and $ 924 million, respectively, of unrecognized tax benefits, which included $ 75 million and $ 68 million of interest and penalties, respectively.

Of the total unrecognized tax benefits as of March 31, 2025, $ 417 million would reduce the Company’s effective tax rate, if recognized.

As of June 30, 2025 and December 31, 2024, the Company had $ 951 million and $ 924 million, respectively, of unrecognized tax benefits, which included $ 82 million and $ 68 million of interest and penalties, respectively.

Of the total unrecognized tax benefits as of June 30, 2025, $ 401 million would reduce the Company’s effective tax rate, if recognized.

The Company has included the estimated impact of the Organisation for Economic Co-operation and Development’s Inclusive Framework (Pillar 2), as currently adopted, in its tax provision beginning in 2024.

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The Company continues to be under examination by the Canada Revenue Agency.

In the first quarter of 2024, the Company finalized a settlement related to prior year withholding tax returns which was paid in the second quarter of 2024.

The Internal Revenue Service (the “IRS”) completed its examinations of the Company’s U.S.

The IRS completed its examinations of the Company’s U.S.

consolidated federal income tax returns for the years 2013 and 2014.

There were no material adjustments to the Company’s taxable income as a result of these examinations.

However, the 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year (the “2017 Capital Loss”).

The Company’s annual tax filings for 2015 and 2016 and short period tax return for the period ended September 8, 2017, which was filed as a result of the Company’s internal restructuring efforts during 2017 is currently under IRS examination.

As part of its examination, the Company received a notice of proposed adjustment from the IRS that would disallow the 2017 Capital Loss resulting from its internal restructuring.

The Company has contested this proposed tax deficiency through the IRS administrative appeals process, and if necessary, intends to continue to contest any proposed tax deficiency through appropriate litigation.

Accordingly, no income tax provision had been recorded as of March 31, 2025.

If the Company were ultimately unsuccessful in defending its position, and all or a substantial portion of the 2017 capital loss deduction were disallowed, the Company estimates, in a worst-case scenario, that it could be liable for additional income taxes (excluding penalties and interest) of up to $ 2,100 million, which could have an adverse effect on the Company’s financial condition and results of operations.

In January 2023, as part of an alternative dispute resolution process with the IRS, the Company reached a tentative settlement on the 2017 Capital Loss.

In February 2025, the Company received notice from the IRS that the required approvals for the tentative settlement had been received, and that the administrative process of concluding the settlement and related audits had commenced.

The Company expects any impact to the Company’s tax provision will be recorded in the period in which the administrative process concludes.

While such settlement may be material to the Company’s results of operations in the quarter in which it is recorded, it will not be material to its results of operations for the year, and will not impact the Company’s cash flows.

There were no material adjustments to the Company’s taxable income as a result of these examinations, however the 2014 tax year remained open to the extent of the capital loss carry back from 2017.

In June 2025, the IRS concluded its examination of the Company’s 2015, 2016 and short period tax return for the period ended September 8, 2017, which also closed the 2014 tax year.

As a result, the Company recorded a tax benefit of approximately $ 64 million.

The Company’s U.S.

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The Company contested this alleged tax deficiency through the appropriate appeals process and reached a preliminary settlement with the German taxing authority during the year ended December 31, 2024.

The preliminary settlement resulted in the accrual of an immaterial tax cost and will close out the 2014 to 2016 audit period once the preliminary settlement is finalized.

The settlement was then finalized with the taxing authority and resulted in an immaterial tax cost that closed out the 2014 to 2016 audit period.

In November 2022, the Company’s affiliate in the Netherlands received an assessment from the Luxembourg Tax Authorities as successor in interest to its affiliate in Luxembourg for tax years 2018 – 2019 for € 271.7 million.

The Company is vigorously defending its position and no reserves have been recorded.

In January 2025, the Company’s affiliate in Switzerland received a decision by the Tax Chamber of the Administrative Court of the Canton of Zug denying the affiliate’s objection to certain transfer pricing adjustments proposed by the Swiss Tax Authorities for its 2018 tax year.

Authorities for its 2018 tax year.

The Company is preparing to pursue the resolution of this dispute through the mutual agreement procedure and is expecting the impact of the decision to be immaterial.

Certain affiliates of the Company in regions outside of Canada, the U.S., Germany, Luxembourg and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits.

At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Condensed Consolidated Financial Statements.

LOSS PER SHARE

Loss per share attributable to Bausch Health Companies Inc.

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share attributable to Bausch Health Companies Inc.

is calculated as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions, except per share amounts) 2025 2024 2025 2024

Net loss attributable to Bausch Health Companies Inc.

$ ( 58 ) $ ( 64 )

Basic and diluted weighted-average common shares outstanding 369.6 366.8

Basic and diluted loss per share attributable to Bausch Health Companies Inc.

Net income (loss) attributable to Bausch Health Companies Inc.

$ 148 $ 10 $ 90 $ ( 54 )

During the three months ended March 31, 2025 and 2024, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive.

The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been approximately 4,193,000 and 3,448,000 common shares for the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025 and 2024, time-based RSUs, performance-based RSUs and stock options to purchase approximately 14,300,000 and 16,190,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method.

During the three months ended March 31, 2025 and 2024, an additional 2,083,000 and 1,231,000 performance-based RSUs were not included in the computation of diluted earnings per share as the required performance conditions had not been met.

Basic weighted-average common shares outstanding 370.9 367.9 370.3 367.4

Diluted effect of stock options and RSUs 2.2 2.3 3.2 —

Diluted weighted-average common shares outstanding $ 373.1 $ 370.2 $ 373.5 $ 367.4

Earnings (loss) per share attributable to Bausch Health Companies Inc.

Basic $ 0.40 $ 0.03 $ 0.24 $ ( 0.15 )

Diluted $ 0.40 $ 0.03 $ 0.24 $ ( 0.15 )

During the six months ended June 30, 2024, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive.

The dilutive effect of potential common shares issuable for stock options and RSUs on the weighted-average number of common shares outstanding would have been approximately 2,862,000 common shares for the six months ended June 30, 2024.

During the three and six months ended June 30, 2025, time-based RSUs, performance-based RSUs and stock options to purchase approximately 14,086,000 and 13,911,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method.

During the three and six months ended June 30, 2024, time-based RSUs, performance-based RSUs and stock options to purchase approximately 15,011,000 and 14,507,000 common shares, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method.

During the three and six months ended June 30, 2025, an additional 2,054,000 performance-based RSUs were not included in the computation of diluted earnings per share as the required performance conditions had not been met.

During the three and six months ended June 30, 2024, an additional 1,208,000 performance-based RSUs were not included in the computation of diluted earnings per share as the required performance conditions had not been met.

SHAREHOLDER RIGHTS PLAN

On April 14, 2025, the Board of Directors of the Company adopted a shareholder rights plan (the “SRP”).

The SRP is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with an offer to acquire common shares of the Company which, if acquired and beneficially owned (as defined in the SRP) by an Acquiring Person (as defined in the SRP), would result in such person owning 20 % or more of the outstanding common shares of the Company.

Pursuant to the SRP, one right (each, a “Right”) attached to each common share outstanding on April 14, 2025, and to each common share issued after such time and prior to the earlier of the Separation Time (as defined in the SRP) and Expiration (as defined in the SRP).

Each Right entitles its holder, from and after the Separation Time, to purchase common shares of the Company, pursuant to the conditions set forth in the SRP, at a discount to the then market price of the Company’s common shares.

The SRP is subject to ratification by the shareholders of the Company.

On July 24, 2025, the Company published notice that October 7, 2025, has been set as the date for the special meeting of shareholders to approve the ratification of the SRP.

If the SRP is not ratified by the shareholders within six months of its adoption, the SRP, together with the outstanding Rights, will terminate and cease to be effective.

LEGAL PROCEEDINGS

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On a quarterly basis, the Company evaluates developments in legal proceedings, potential settlements and other matters that could increase or decrease the amount of the liability accrued.

As of March 31, 2025, the Company’s Condensed Consolidated Balance Sheets includes accrued current loss contingencies of $ 310 million related to matters which are both probable and reasonably estimable.

As of June 30, 2025, the Company’s Condensed Consolidated Balance Sheets includes accrued current loss contingencies of $ 232 million related to matters which are both probable and reasonably estimable.

For all other matters, unless otherwise indicated, the Company cannot reasonably predict the outcome of these legal proceedings, nor can it estimate the amount of loss, or range of loss, if any, that may result from these proceedings.

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No defendants were fully dismissed from the opt-out actions as a result of the District Court’s decisions.

The total number of remaining opt-out actions pending in the District of New Jersey is fifteen actions.

Twenty-two of the thirty-seven opt-out actions have been dismissed.

The total number of remaining opt-out actions pending in the District of New Jersey is eleven actions.

Twenty-six of the thirty-seven opt-out actions have been dismissed.

On January 7, 2019, the Court entered a stipulation of voluntary dismissal in the Senzar opt-out action.

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On December 30, 2020, the Court entered a stipulation of voluntary dismissal in the BlueMountain action.

On February 18, 2021, and March 10, 2021, the Court entered stipulations of voluntary dismissal in the T.

On February 18, 2021, and March 10, 2021, the Court

entered stipulations of voluntary dismissal in the T.

Rowe, BloombergSen, Principal Funds, Pentwater, Lord Abbett, Equity Trustees and UC Regents actions.

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On February 14, 2025, the Court entered stipulations of voluntary dismissal in the Boeing, 2012 Dynasty, Northwestern and Maverick actions.

In addition, in January 2025, the Company reached a confidential settlement in principle, and, thereafter, in April 2025, executed a final confidential settlement agreement of the Blackrock action and the Blackrock Canadian Claims, as defined in the Canadian Securities Litigation – Opt-Out Litigation description, below.

In April 2025, the Company executed a confidential settlement agreement of the Blackrock action and the Blackrock Canadian Claims, as defined in the Canadian Securities Litigation – Opt-Out Litigation description, below.

On April 22, 2025, the Court entered a stipulation of voluntary dismissal in the Blackrock action.

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20-54 78 (“Templeton”).

On June 11, 2025, the Court entered stipulations of voluntary dismissal in the following actions:

Forsta, USAA, GIC Private Ltd.

Valeant Pharmaceuticals International Inc.

20-cv-07460) and Okumus Opportunistic Value Fund, LTD v.

Valeant Pharmaceuticals International, Inc.

17-cv-6513), dismissing two of the six cases set for trial in September 2025.

The Company disputes the claims against it in the remaining individual opt-out actions and intends to defend itself vigorously.

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Defendants moved to dismiss the second amended complaint on April 28, 2025.

The motion to dismiss remains pending.

The Company disputes the claims against it and intends to defend itself vigorously.

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500-17-103749-183) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations (collectively, the “Blackrock Canadian Claims”).

In January 2025, the Company reached a confidential settlement in principle and, thereafter, in April 2025, executed a final confidential settlement agreement of the Blackrock Canadian Claims and the U.S.

In April 2025, the Company executed a confidential settlement agreement of the Blackrock Canadian Claims and the U.S.

Blackrock action as described above in the U.S.

Securities Litigation - Opt-Out Litigation.

On May 7, 2025, the parties filed Notices of Settlement in the court record for the Blackrock Canadian Claims, which have now concluded.

The Company is aware that certain other members of the Catucci class exercised their opt-out rights prior to the June 19, 2018 deadline.

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Valeant Pharmaceuticals International, Inc., et al.

MER-L-002185-18)) that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act.

MER-L-002185-18)) that asserts

claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act.

The allegations in the complaint are similar to those made in the Hound Partners opt-out case in the U.S.

District Court for the District of New Jersey.

This action is currently stayed.

The Company disputes the claims and intends to vigorously defend this matter.

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(formerly Valeant Pharmaceuticals International) (“Bausch Health Americas”), as well as Bausch + Lomb Corporation (for the purposes of this paragraph, collectively, the “Company”), are defendants in multidistrict antitrust litigation (“MDL”) entitled In re:

Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the United States District Court for the Eastern District of Pennsylvania (MDL 2724, 16- MD-2724).

Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the U.S.

District Court for the Eastern District of Pennsylvania (MDL 2724, 16- MD-2724).

The lawsuits seek damages under federal and state antitrust laws, state consumer protection and unjust enrichment laws and allege that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals.

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Sandoz, Inc., et al., (D.

3:20-00802), in which Bausch Health US and Bausch Health Americas are defendants, has been remanded to and is pending in the United States District Court for the District of Connecticut.

There are cases pending in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation.

3:20-00802), in which Bausch Health US and Bausch Health Americas are defendants, has been remanded to and is pending in the U.S.

District Court for the District of Connecticut.

There are cases pending in the Court of Common Pleas of Philadelphia County and New York State Supreme Court against the Company and other defendants related to the multidistrict litigation.

The Company disputes the claims against it and continues to defend itself vigorously.

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The proposed class action contains similar allegations to the In re:

Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States Court for the Eastern District of Pennsylvania.

Generic Pharmaceuticals Pricing Antitrust Litigation pending in the U.S.

Court for the Eastern District of Pennsylvania.

The Company disputes the claims against it and intends to defend itself vigorously.

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Xifaxan ® Paragraph IV Proceedings

The Company has filed lawsuits against Norwich Pharmaceuticals Inc.

The Company filed lawsuits against Norwich Pharmaceuticals Inc.

(“Norwich”), Amneal Pharmaceuticals of New York LLC, Zydus Pharmaceuticals (USA) Inc.

(“Zydus”), Cipla USA, Inc.

(“Cipla”), Carnegie Pharmaceuticals LLC (“Carnegie”), Mylan Pharmaceuticals Inc.

(“Mylan”) and SABA Ilac Sanayi ve Ticaret A.S.

(“SABA”) concerning the Company’s Xifaxan ® (rifaximin) 550 mg tablets.

(“Cipla”), Carnegie Pharmaceuticals LLC (“Carnegie”) (now settled), Mylan Pharmaceuticals Inc.

(“Mylan”), SABA Ilac Sanayi ve Ticaret A.S.

(“SABA”) and Alkem Laboratories Ltd.

(“Alkem”) concerning the Company’s Xifaxan ® (rifaximin) 550 mg tablets.

The foregoing lawsuits and related litigation are referred to collectively as the “Xifaxan ® Generics Litigation”.

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(“Alfasigma”) received a Notice of Paragraph IV Certification from Norwich, in which Norwich asserted that the U.S.

patents listed in the Food and Drug Administration (“FDA”)’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which Norwich filed an ANDA (the “Norwich First ANDA”).

patents listed in the Food and Drug Administration (“FDA”)’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the

commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which Norwich filed an ANDA (the “Norwich First ANDA”).

The Company, through its subsidiaries Salix Pharmaceuticals, Inc.

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11,564,912 (the “’912 Patent”) and 11,779,571 (the “’571 Patent”).

In a letter to Norwich on January 10, 2025, FDA granted tentative approval to the Norwich Second ANDA.

In the January 10 letter, FDA confirmed that the first ANDA applicant for rifaximin 550 mg tablets is eligible for 180-day exclusivity.

The 180-day exclusivity precludes FDA from granting final approval to the Norwich Second ANDA.

In a letter to Norwich on January 10, 2025, the FDA granted tentative approval to the Norwich Second ANDA.

In the January 10 letter, the FDA confirmed that the first ANDA applicant for rifaximin 550 mg tablets is eligible for 180-day exclusivity.

The 180-day exclusivity precludes the FDA from granting final approval to the Norwich Second ANDA.

On January 13, 2025, Norwich brought a lawsuit against the FDA in the DC District Court, alleging that the FDA acted improperly by only granting tentative approval to the Norwich Second ANDA rather than final approval (the “Second Norwich DC Lawsuit”).

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District Court for the District of New Jersey pursuant to the Hatch-Waxman Act, alleging infringement by Amneal of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Amneal’s ANDA for rifaximin tablets, 550 mg.

Although enjoined from granting final approval, FDA granted tentative approval to Amneal’s ANDA on January 16, 2025.

Although enjoined from granting final approval, the FDA granted tentative approval to Amneal’s ANDA on January 16, 2025.

The Zydus Xifaxan ® Litigation

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District Court for the District of New Jersey pursuant to the Hatch-Waxman Act, alleging infringement by Zydus of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Zydus’s ANDA for rifaximin tablets, 550 mg.

Although enjoined from granting final approval, the FDA granted tentative approval to Zydus’s ANDA on May 30, 2025.

The Cipla Xifaxan ® Litigation

3 unchanged sentences

On November 1, 2024, the Company filed suit against Cipla pursuant to the Hatch-Waxman Act, alleging infringement by Cipla of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Cipla’s ANDA for rifaximin tablets, 550 mg.

The Carnegie Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Carnegie, dated October 1, 2024, in which Carnegie asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Carnegie’s generic rifaximin tablets, 550 mg, for which Carnegie filed an ANDA.

On November 7, 2024, the Company filed suit against Carnegie pursuant to the Hatch-Waxman Act, alleging infringement by Carnegie of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Carnegie’s ANDA for rifaximin tablets, 550 mg.

The Mylan Xifaxan ® Litigation

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On April 4, 2025, the Company filed suit against SABA pursuant to the Hatch-Waxman Act, alleging infringement by SABA of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of SABA’s ANDA for rifaximin tablets, 550 mg.

The Alkem Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Alkem, dated April 28, 2025, in which Alkem asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Alkem’s generic rifaximin tablets, 550 mg, for which Alkem filed an ANDA.

On June 10, 2025, the Company filed suit against Alkem pursuant to the Hatch-Waxman Act, alleging infringement by Alkem of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Alkem’s ANDA for rifaximin tablets, 550 mg.

The Company remains confident in the strength of the Xifaxan ® patents and intends to vigorously defend its intellectual property.

Trulance ® Paragraph IV Proceedings

The MSN Trulance ® Paragraph IV Proceedings

In April 2021, the Company commenced litigation against MSN Laboratories Private Ltd.

(“MSN”) and Mylan Pharmaceuticals Inc., (“Mylan”) alleging patent infringement by MSN’s and Mylan’s filing of their ANDA for generic Trulance ® (plecanatide) 3 mg tablets.

These suits had been filed following receipt of a Notice of Paragraph IV Certification from each of MSN and Mylan, in which they had each asserted that the U.S.

patents listed in the FDA’s Orange Book for the Company’s Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of their respective generic plecanatide tablets, 3 mg.

The Company remains confident in the strength of the Trulance ® patents and intends to vigorously pursue these matters and defend its intellectual property.

(“MSN”) in the U.S.

District Court for the District of New Jersey alleging patent infringement by MSN’s filing of an ANDA for generic Trulance ® (plecanatide) 3 mg tablets.

The Company filed the lawsuit following receipt of a Notice of Paragraph IV Certification from Mylan, in which MSN asserted that the U.S.

patents listed in the FDA’s Orange Book for Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of MSN’s generic plecanatide tablets, 3 mg.

The court ordered a 3-day bench trial to begin November 10, 2025.

The Company remains confident in the strength of the Trulance ® patents and intends to vigorously defend its intellectual property.

The Cabtreo ® Paragraph IV Proceedings

26 unchanged sentences

On March 5, 2025, the Company filed a Statement of Claim against Sandoz Canada asserting infringement of one or more claims of Canadian Patent No.

PreserVision ® AREDS Patent Litigation

PreserVision ® AREDS and PreserVision ® AREDS 2 are OTC eye vitamin formulas for those with moderate to advanced age-related macular degeneration.

The PreserVision ® U.S.

formulation patent expired in March 2021, but a patent covering methods of using the formulation remains in force into 2026.

Bausch & Lomb Incorporated (“B&L Inc.”) has filed patent infringement proceedings against 20 named defendants in 17 proceedings claiming infringement of these patents and, in certain circumstances, related unfair competition and false advertising causes of action.

All of these proceedings are now closed, with fifteen settling and two resulting in default.

The last ongoing matter, (Bausch & Lomb Inc.

& PF Consumer Healthcare 1 LLC v.

SBH Holdings LLC, C.A.

20-cv-01463-GBW-CJB (D.

Del.)) was finally dismissed with prejudice on April 10, 2025.

Lumify ® Paragraph IV Proceedings - DRL, Somerset & Gland

On August 16, 2021, B&L Inc.

received a Notice of Paragraph IV Certification from Slayback Pharma LLC (“Slayback”), in which Slayback asserted that certain U.S.

On August 16, 2021, Bausch & Lomb Incorporated (“B&L Inc.”) received a Notice of Paragraph IV Certification from Slayback Pharma LLC (“Slayback”), in which Slayback asserted that certain U.S.

patents, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops (the “Lumify Patents”), are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Slayback’s generic drops, for which an ANDA has been filed by Slayback.

B&L Inc., through its affiliate Bausch + Lomb Ireland Limited, exclusively licenses the Lumify Patents from Eye Therapies, LLC (“Eye Therapies”).

On September 10, 2021, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Slayback pursuant to the Hatch-Waxman Act, alleging infringement by Slayback of one or more claims of the Lumify Patents, thereby triggering a 30 -month stay of the approval of the Slayback ANDA.

On September 10, 2021, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit in the U.S.

District Court for the District of New Jersey against Slayback pursuant to the Hatch-Waxman Act, alleging infringement by Slayback of one or more claims of the Lumify Patents (the “Slayback Lawsuit”), thereby triggering a 30 -month stay of the approval of the Slayback ANDA.

Since then, U.S.

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On May 15, 2023, the United States Patent & Trademark Office’s Patent Trial and Appeal Board (“PTAB”) issued a Final Written Decision, finding all claims of U.S.

8,293,742 unpatentable.

This decision has been appealed to the United States Court of Appeals for the Federal Circuit and the appeal is ongoing.

Oral argument is expected before the Federal Circuit on May 7, 2025.

8,293,742 unpatentable (IPR2022-00142).

This decision was appealed to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”).

The Federal Circuit issued its opinion on June 30, 2025, which reversed the PTAB’s claim construction of certain limitation, vacated its obviousness finding, and remanded for further proceedings.

The mandate has not yet issued and thus the remand is not yet effectuated.

Furthermore, two additional patents (U.S.

11,596,600 and 11,833,245) have issued and been listed in the Orange Book as related to Lumify ® .

Lawsuits alleging infringement of these patents were filed against Slayback and its licensee, Dr.

Lawsuits alleging infringement of these patents were filed in the U.S.

District Court for the District of New Jersey against Slayback and its licensee, Dr.

Reddy’s Laboratories S.A.

Reddy’s Laboratories, Inc.

(collectively, “DRL”).

(collectively, “DRL”) (the “DRL Lawsuits”).

The Slayback Lawsuit and DRL Lawsuits were subsequently consolidated into one district court action before the U.S.

District Court for the District of New Jersey (3:21-cv-16766-RK-RLS).

On December 15, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies filed a Motion for a Preliminary Injunction requesting the court to enjoin any infringing activities by DRL and a hearing was held in January 2024.

On May 10, 2024, the Court denied Plaintiffs’ Motion, finding that Plaintiffs had not proven that they would be “irreparably harmed” absent a preliminary injunction.

Additionally, on December 18, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies amended its complaint to add claims for copyright infringement, as well as claims under the Lanham Act, including trademark and trade dress infringement.

Additionally, on December 18, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies amended its complaint in the consolidated district court action to add claims for copyright infringement, as well as claims under the Lanham Act, including trademark and trade dress infringement.

DRL subsequently petitioned for inter partes review (“IPR”) of the U.S.

11,596,600 and 11,833,245;

the PTAB instituted both petitions.

The IPRs are ongoing and argument is expected before the PTAB on May 13, 2025.

The lawsuit against DRL in the District of New Jersey is currently stayed.

Bausch + Lomb remains confident in the strength of the Lumify ® related patents and intends to vigorously defend its intellectual property.

the PTAB instituted both petitions (IPR2024-00467 and IPR2024-00563).

Oral argument was held before the PTAB on May 13, 2025.

On July 9, 2025, settlement was reached with DRL and B&L Inc., Bausch + Lomb Ireland Limited, Eye Therapies and DRL entered into a settlement agreement effective as of July 9, 2025, providing for, among other things, a market entry date of June 30, 2027 (or earlier subject to certain acceleration clauses) for DRL’s generic drops.

On July 14, 2025, the consolidated district court action (3:21-cv-16766-RK-RLS) was dismissed without prejudice and on July 22, 2025, the PTAB terminated IPR2024-00467 and IPR2024-00563.

After a mandate issues from the Federal Circuit, a joint motion to terminate the IPR2022-00142 will be filed.

On March 28, 2025, B&L Inc.

5 unchanged sentences

8,293,742, 9,259,425, 11,596,600 and 11,833,245, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Gland’s generic drops, for which an ANDA has been filed by Gland.

On April 28, 2025, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies

filed suit against Gland pursuant to the Hatch-Waxman Act, alleging infringement by Gland of one or more claims of such Lumify patents, thereby triggering a 30 -month stay of the approval of the Gland ANDA.

In addition to the intellectual property matters described above, in connection with Vyzulta ® and Lotemax ® SM products, Bausch + Lomb has commenced ongoing infringement proceedings against potential generic competitors in the U.S.

In connection with Vyzulta ® , one matter has been resolved and dismissed, and another matter is ongoing in the District of New Jersey and is in the fact-discovery stage.

On April 28, 2025, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Gland pursuant to the Hatch-Waxman Act, alleging infringement by Gland of one or more claims of such Lumify patents, thereby triggering a 30 -month stay of the approval of the Gland ANDA.

Bausch + Lomb remains confident in the strength of the Lumify ® related patents and intends to vigorously defend its intellectual property.

In addition to the intellectual property matters described above, in connection with Vyzulta ® and Lotemax ® SM products, Bausch + Lomb previously commenced (or may in the future commence in response to a recently received Notice of Paragraph IV Certification) infringement proceedings against potential generic competitors in the U.S.

In connection with Vyzulta ® , two matters have been resolved and dismissed and one Notice of Paragraph IV Certification is under review.

In connection with Lotemax ® SM, one matter resulted in a four-day bench trial starting January 13, 2025, and the parties await a decision;

another matter was recently filed in the District of New Jersey, and the answer (or other response) is due on May 15, 2025.

another matter was recently filed in the U.S.

District Court for the District of New Jersey and is ongoing.

Inter Partes Review Proceedings at the U.S.

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IPR challenges have been brought against patents covering the Company’s branded pharmaceutical products.

Mylan and MSN have filed IPR petitions for certain U.S.

Mylan and MSN filed IPR petitions for certain U.S.

patents listed in the FDA’s Orange Book for Trulance ® (plecanatide).

5 unchanged sentences

The Federal Circuit held oral arguments on April 7, 2025.

The Company remains confident in the strength of these patents and intends to vigorously defend its intellectual property.

On June 20, 2025, the Federal Circuit issued a decision vacating the PTAB’s September 8 th decision and remanded the matter back to the PTAB for additional fact-finding.

The Company remains confident in the strength of the patent and intends to vigorously defend its intellectual property.

Product Liability

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Since 2016, the Company and its affiliates, including Bausch + Lomb, have been named in a number of product liability lawsuits involving the Shower to Shower ® body powder product acquired in September 2012 from Johnson & Johnson;

due to dismissals, twenty-five ( 25 ) of such product liability suits currently remain pending.

due to dismissals, twenty-three ( 23 ) of such product liability suits currently remain pending.

In three ( 3 ) cases pending in the Atlantic County, New Jersey Multi-County Litigation, agreed stipulations of dismissal have been entered by the Court, thus dismissing the Company from those cases.

One ( 1 ) case was also recently dismissed with prejudice in its entirety for failure of plaintiff to comply with court orders requiring plaintiff fact sheets.

Two (2) cases in the federal multidistrict litigation were dismissed recently for failure to comply with orders requiring plaintiff profile forms.

Potential liability (including its attorneys’ fees and costs) arising out of these remaining suits is subject to full indemnification obligations of Johnson & Johnson owed to the Company and its affiliates, including Bausch + Lomb, and legal fees and costs will be paid by Johnson & Johnson.

Twenty-four ( 24 ) of these lawsuits filed by individual plaintiffs allege that the use of Shower to Shower ® caused the plaintiffs to develop ovarian cancer, mesothelioma or breast cancer.

Twenty-two ( 22 ) of these lawsuits filed by individual plaintiffs allege that the use of Shower to Shower ® caused the plaintiffs to develop ovarian cancer, mesothelioma or breast cancer.

The allegations in these cases include failure to warn, design defect, manufacturing defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent misrepresentation, wrongful death, loss of consortium and/or punitive damages.

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In October 2021, Johnson & Johnson, through one or more subsidiaries, purported to complete a Texas divisional merger with respect to any talc liabilities at Johnson & Johnson Consumer, Inc.

LTL Management, LLC (“LTL”), the resulting entity of the divisional merger, assumed JJCI’s talc liabilities and thereafter filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Western District of North Carolina, which in November 2021 was transferred to the United States Bankruptcy Court for the District of New Jersey (the “New Jersey Bankruptcy Court”).

The first bankruptcy case was dismissed on April 4, 2023, after a decision by the Third Circuit Court of Appeals, and LTL re-filed

a new Chapter 11 case on the same day.

LTL Management, LLC (“LTL”), the resulting entity of the divisional merger, assumed JJCI’s talc liabilities and thereafter filed for Chapter 11 bankruptcy protection in the U.S.

Bankruptcy Court for the Western District of North Carolina, which in November 2021 was transferred to the U.S.

Bankruptcy Court for the District of New Jersey (the “New Jersey Bankruptcy Court”).

The first bankruptcy case was dismissed on April 4, 2023, after a decision by the Third Circuit Court of Appeals, and LTL re-filed a new Chapter 11 case on the same day.

Several motions to dismiss were again filed, and on August 11, 2023, the second Chapter 11 case was dismissed.

3 unchanged sentences

In June and July 2024, LLT solicited votes for a new “pre-packaged” Chapter 11 plan, and after the reported successful solicitation of votes to commence the planned bankruptcy, LLT and certain affiliates underwent another corporate restructuring that resulted in two entities, Red River Talc LLC (“Red River”) and Pecos River Talc LLC (“Pecos River”), assuming the talc liabilities of LLT.

On September 20, 2024, Red River filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas (the “Texas Bankruptcy Court”), seeking to resolve all ovarian cancer related talc claims.

On October 21, 2024, the Texas Bankruptcy Court agreed to enter a temporary restraining order and preliminary injunction staying all ovarian cancer-related talc claims at least through December 2024, which it has since extended through March 15, 2025.

On September 20, 2024, Red River filed for Chapter 11 bankruptcy protection in the U.S.

Bankruptcy Court for the Southern District of Texas (the “Texas Bankruptcy Court”), seeking to resolve all ovarian cancer related talc claims.

On October 21, 2024, the Texas Bankruptcy Court agreed to enter a temporary restraining order and preliminary injunction staying all ovarian cancer-related

talc claims at least through December 2024, which it has since extended through March 15, 2025.

On December 9, 2024, Red River filed a Second Amended Chapter 11 plan incorporating the settlement with the Talc Claimants’ Committee.

4 unchanged sentences

Certain claimants filed motions to reconsider the dismissal of the bankruptcy case.

On April 17, 2025, the Texas Bankruptcy Court denied the motions to reconsider.

The time to appeal that order will terminate 14 days from entry of the order denying the motion to reconsider.

Those motions were denied and the time to appeal has expired.

Red River, Pecos River and Johnson & Johnson continue to have indemnification obligations running to the Company and its affiliates, including Bausch + Lomb, for Shower to Shower ® related product liability litigation.

It is our expectation that Johnson & Johnson, in accordance with the applicable indemnification agreement, will continue to vigorously defend the Company and Bausch + Lomb, in each of the remaining actions, and that the Company and Bausch + Lomb will not incur any material impairments with respect to indemnification claims as a result of the divisional merger or the bankruptcy.

It is our expectation that Johnson & Johnson, in accordance with the applicable indemnification agreement, will continue to vigorously defend the Company and Bausch + Lomb, in each of the remaining actions, and that the Company and Bausch + Lomb will not incur any material losses with respect to indemnification claims as a result of the divisional merger or the bankruptcy.

General Civil Actions

15 unchanged sentences

On January 11, 2023, the Company and Bausch + Lomb moved to dismiss the amended complaint.

Briefing was complete on February 24, 2023, and the motion to dismiss was heard

on March 3, 2023.

Briefing was complete on February 24, 2023, and the motion to dismiss was heard on March 3, 2023.

On April 3, 2023, the Court issued a decision granting in part and denying in part the motion to dismiss.

1 unchanged sentence

Both the Company and Bausch + Lomb dispute the claims in this declaratory judgment action and intend to vigorously defend this matter.

New Mexico Attorney General Consumer Protection Action

The Company and Bausch Health US were named in an action brought by State of New Mexico ex rel.

Balderas, Attorney General of New Mexico, in the County of Santa Fe New Mexico First Judicial District Court (New Mexico ex rel.

Johnson & Johnson, et al., Civil Action No.

D-101-CV-2020-00013, filed on January 2, 2020), alleging consumer protection claims against Johnson & Johnson and Johnson & Johnson Consumer, Inc., the Company and Bausch Health US related to Shower to Shower ® and its alleged causal link to mesothelioma and other cancers.

In April 2020, Bausch Health US filed a motion to dismiss, which in September 2020, the Court granted in part as to the New Mexico Medicaid Fraud Act and New Mexico Fraud Against Taxpayers Act claims and denied as to all other claims.

The State of New Mexico brings claims against all defendants under the New Mexico Unfair Practices Act and other common law and equitable causes of action, alleging defendants engaged in wrongful marketing, sale and promotion of talcum powder products.

The lawsuit seeks to recover the cost of the talcum powder products as well as the cost of treating asbestos-related cancers allegedly caused by those products.

Bausch Health US filed its answer on November 16, 2020.

On December 30, 2020 Johnson & Johnson filed a Motion for Partial Judgment on the Pleadings and on January 4, 2021, Bausch Health US filed a joinder to that motion, which was denied on March 8, 2021.

Trial was scheduled to begin on May 30, 2023, until the case was stayed by an interlocutory appeal to the New Mexico Supreme Court by Johnson & Johnson.

That stay was lifted on October 21, 2024 when the New Mexico Supreme Court ruled in favor of Johnson & Johnson and reversed the trial court, remanding the case back for further proceedings.

On July 14, 2022, LTL filed an adversary proceeding in the Bankruptcy Court (Case No.

21-30589, Adv.

22-01231) against the State of New Mexico ex rel.

Balderas, Attorney General, and obtained an injunction from the Bankruptcy Court barring the New Mexico Attorney General from continuing to prosecute the action while the bankruptcy case was pending.

Because the Bankruptcy Court has ultimately dismissed both LTL’s first and second bankruptcy cases, and a stay was not revived during the newest bankruptcy case of Red River Talc LLC (successor to LTL), filed on September 20, 2024, this suit has returned to its status quo prior to LTL’s filing.

The State has negotiated a settlement of the lawsuit with Johnson & Johnson, in which the Company and its affiliates, including Bausch + Lomb, are released parties.

The entire action will be dismissed once the settlement has been completed following payment.

Pending completion of the settlement, the Company and Bausch Health US dispute the claims against them, and this lawsuit will be defended vigorously.

Rifaximin Breach of Contract Litigation

On September 8, 2022, Lupin Ltd.

(“Lupin”) filed a lawsuit in the U.S.

District Court for the Southern District of New York against Salix Pharmaceuticals, Inc.

and the Company, asserting breach of contract claims relating to a 2009 manufacturing and supply agreement between Lupin and Salix Pharmaceuticals, Inc.

concerning rifaximin.

On November 18, 2022, Lupin filed an Amended Complaint, which added Bausch Health US as a defendant.

On March 28, 2023, the Company was dismissed without prejudice.

On October 10, 2023, Salix Pharmaceuticals, Inc.

asserted counterclaims against Lupin for breach of contract.

No trial date has been set.

Salix Pharmaceuticals, Inc.

and Bausch Health US dispute Lupin’s claims.

In March 2025, the parties reached a confidential settlement in principle, which remains subject to further documentation.

Doctors Allergy Formula Lawsuit

7 unchanged sentences

On June 14, 2023, Bausch Health Americas filed a Notice of Appeal as to the Decision and Order.

On March 13, 2024, Bausch Health Americas filed its appellate brief with the Appellate Division of the New York Supreme Court, First Department, appealing the trial court’s denial of Bausch Health Americas’ motion for summary judgment.

On March 13, 2024, Bausch Health

Americas filed its appellate brief with the Appellate Division of the New York Supreme Court, First Department, appealing the trial court’s denial of Bausch Health Americas’ motion for summary judgment.

Doctors Allergy filed its answering brief on July 26, 2024, and Bausch Health Americas filed its reply brief on September 13, 2024.

The Appellate Division heard oral argument on November 7, 2024.

appeal as to Doctors Allergy’s third cause of action (breach of the implied duty of good faith and fair dealing) and dismissed that claim.

On December 5, 2024, the Appellate Division denied Bausch Health Americas’ appeal as to Doctors Allergy’s second cause of action (breach of contract) and Bausch Health Americas’ counterclaims, but it granted the appeal as to Doctors Allergy’s third cause of action (breach of the implied duty of good faith and fair dealing) and dismissed that claim.

On December 13, 2024, the Appellate Division remitted this action back to the trial court.

19 unchanged sentences

The Company filed a motion to dismiss the amended complaint on February 5, 2025.

The motion to dismiss remains pending.

On July 22, 2025, the District Court granted the motion to dismiss with leave to amend, holding that the amended complaint did not adequately differentiate between the multiple named defendants.

Plaintiff-relator must file any amended complaint by August 11, 2025.

The Company disputes the claims against it and intends to defend itself vigorously.

Completed or Inactive Matters

The following matters have concluded, have settled, are the subject of an agreement to settle or have otherwise been closed during or prior to the three months ended June 30, 2025 or have been inactive from the Company’s perspective for several fiscal quarters or the Company anticipates that no further material activity will take place with respect thereto.

Due to the closure, settlement, inactivity or change in status of the matters referenced below, these matters will no longer appear in the Company’s future public reports and disclosures, unless required or as deemed appropriate.

With respect to inactive matters, to the extent material activity takes place in subsequent quarters with respect thereto, the Company will provide updates as required or as deemed appropriate.

The Carnegie Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Carnegie, dated October 1, 2024, in which Carnegie asserted that certain U.S.

On November 7, 2024, the Company filed suit against Carnegie pursuant to the Hatch-Waxman Act, alleging infringement by Carnegie of one or more claims of the Xifaxan ® patents, thereby triggering a 30-month stay of the approval of Carnegie’s ANDA for rifaximin tablets, 550 mg.

On June 12, 2025, the parties executed a confidential settlement agreement to resolve the lawsuit.

The court dismissed the lawsuit on June 23, 2025.

The Mylan Trulance ® Paragraph IV Proceedings

In April 2021, the Company filed a patent infringement suit against Mylan in the U.S.

District Court for the Northern District of West Virginia for filing an ANDA for generic Trulance ® (plecanatide) 3 mg tablets.

The Company filed the lawsuit following receipt of a Notice of Paragraph IV Certification from Mylan in which Mylan asserted that the U.S.

patents listed in the FDA’s Orange Book for Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of Mylan’s generic plecanatide tablets, 3 mg.

The Company and Mylan executed a confidential settlement on May 8, 2025.

On May 14, 2025, the court dismissed the Mylan lawsuit.

Rifaximin Breach of Contract Litigation

On September 8, 2022, Lupin Ltd.

(“Lupin”) filed a lawsuit in the U.S.

District Court for the Southern District of New York against Salix Pharmaceuticals, Inc.

and the Company, asserting breach of contract claims relating to a 2009 manufacturing and supply agreement between Lupin and Salix Pharmaceuticals, Inc.

concerning rifaximin.

On November 18, 2022, Lupin filed an Amended Complaint, which added Bausch Health US as a defendant.

On March 28, 2023, the Company was dismissed without prejudice.

On October 10, 2023, Salix Pharmaceuticals, Inc.

asserted counterclaims against Lupin for breach of contract.

The parties executed a confidential settlement agreement to resolve the matter effective June 4, 2025, which includes no admission of wrongdoing or liability as to the claims asserted.

On June 9, 2025, the case was dismissed with prejudice as to all claims and counterclaims.

This matter has now concluded.

PreserVision ® AREDS Patent Litigation

PreserVision ® AREDS and PreserVision ® AREDS 2 are OTC eye vitamin formulas for those with moderate to advanced age-related macular degeneration.

The PreserVision ® U.S.

formulation patent expired in March 2021, but a patent covering methods of using the formulation remains in force into 2026.

has filed patent infringement proceedings against 20 named defendants in 17 proceedings claiming infringement of these patents and, in certain circumstances, related unfair competition and false advertising causes of action.

All of these proceedings are now closed, with fifteen settling and two resulting in default.

The last ongoing matter (Bausch & Lomb Inc.

& PF Consumer Healthcare 1 LLC v.

SBH Holdings LLC, C.A.

20-cv-01463-GBW-CJB (D.

Del.)) was dismissed with prejudice on April 10, 2025.

New Mexico Attorney General Consumer Protection Action

The Company and Bausch Health US were named in an action brought by State of New Mexico ex rel.

Balderas, Attorney General of New Mexico, in the County of Santa Fe New Mexico First Judicial District Court (New Mexico ex rel.

Johnson & Johnson, et al., Civil Action No.

The State of New Mexico brought claims against all defendants under the New Mexico Unfair Practices Act and other common law and equitable causes of action, alleging defendants engaged in wrongful marketing, sale and promotion of talcum powder products.

The lawsuit sought to recover the cost of the talcum powder products as well as the cost of treating asbestos-related cancers allegedly caused by those products.

Bausch Health US filed its answer on November 16, 2020.

On December 30, 2020, Johnson & Johnson filed a Motion for Partial Judgment on the Pleadings and on January 4, 2021, Bausch Health US filed a joinder to that motion, which was denied on March 8, 2021.

Trial was scheduled to begin on May 30, 2023, until the case was stayed by an interlocutory appeal to the New Mexico Supreme Court by Johnson & Johnson.

That stay was lifted on October 21, 2024 when the New Mexico Supreme Court ruled in favor of Johnson & Johnson and reversed the trial court, remanding the case back for further proceedings.

On July 14, 2022, LTL filed an adversary proceeding in the Bankruptcy Court (Case No.

21-30589, Adv.

22-01231) against the State of New Mexico ex rel.

Balderas, Attorney General, and obtained an injunction from the Bankruptcy Court barring the New Mexico Attorney General from continuing to prosecute the action while the bankruptcy case was pending.

The State has negotiated a settlement of the lawsuit with Johnson & Johnson, in which the Company and its affiliates, including Bausch + Lomb, are released parties.

Following completion of the settlement and payment, a consent judgment dismissing the Company and its affiliates was entered on May 5, 2025.

SEGMENT INFORMATION

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Segment Revenues and Profits

Segment revenues, profits and reconciliation of segment profit to consolidated Loss before income taxes were as follows:

For the three months ended March 31,

Segment revenues, profits and reconciliation of segment profit to consolidated Income (loss) before income taxes were as follows:

Three Months Ended June 30,

Salix International Solta Medical Diversified Bausch + Lomb Total

10 unchanged sentences

Restructuring, integration and separation costs ( 31 ) ( 12 )

Other expense, net ( 15 ) —

Other (income) expense, net 18 ( 20 )

Operating income 444 389

3 unchanged sentences

Foreign exchange and other ( 30 ) ( 11 )

Loss before income taxes $ ( 47 ) $ ( 69 )

During the three months ended March 31, 2025 and 2024, ten products represented 50 % and 48 % of total revenues, respectively.

SUBSEQUENT EVENT

Shareholder Rights Plan

On April 14, 2025, the Board of Directors of the Company adopted a shareholder rights plan (the “SRP”).

Pursuant to the SRP, one right (each, a “Right”) will attach to each common share outstanding on April 14, 2025, and to each common share issued after such time and prior to the earlier of the Separation Time (as defined in the SRP) and Expiration (as defined in the SRP).

The SRP is subject to ratification by the shareholders of the Company.

If the SRP is not ratified by the shareholders within six months of its adoption, the SRP, together with the outstanding Rights, will terminate and cease to be effective.

Income before income taxes $ 140 $ 48

Six Months Ended June 30,

Salix International Solta Medical Diversified Bausch + Lomb Total

(in millions) 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024

Total revenues $ 1,169 $ 1,057 $ 540 $ 541 $ 241 $ 190 $ 424 $ 453 $ 2,415 $ 2,315 $ 4,789 $ 4,556

Cost of goods sold (excluding amortization and impairments of intangible assets) 82 90 219 225 63 45 63 71 1,004 905

Costs of other revenues — — 31 21 — — — — 3 2

Selling, general and administrative 223 204 115 110 60 51 88 94 917 834

Research and development 38 57 12 12 11 7 7 8 63 58

Segment profit $ 826 $ 706 $ 163 $ 173 $ 107 $ 87 $ 266 $ 280 $ 428 $ 516 $ 1,790 $ 1,762

Corporate ( 529 ) ( 498 )

Amortization of intangible assets ( 512 ) ( 544 )

Asset impairments — ( 6 )

Restructuring, integration and separation costs ( 32 ) ( 24 )

Other (income) expense, net 3 ( 20 )

Operating income 720 670

Interest income 24 17

Interest expense ( 795 ) ( 705 )

Gain on extinguishment of debt 178 23

Foreign exchange and other ( 34 ) ( 26 )

Income (loss) before income taxes $ 93 $ ( 21 )

During the six months ended June 30, 2025 and 2024, ten products represented 50 % and 48 % of total revenues, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements