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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
_____________________
For the fiscal year ended Commission file number
December 25, 1999 1-4105
BAUSCH & LOMB INCORPORATED
(Exact name of registrant as specified in its charter)
NEW YORK 16-0345235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE BAUSCH & LOMB PLACE, ROCHESTER, NEW YORK 14604-2701
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (716) 338-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on
which registered
Common Stock, $0.40 par value New York Stock Exchange
$200,000,000 6.75% Notes, Due New York Stock Exchange
2004
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [ X ]
The aggregate market value (based on the consolidated tape
closing price on February 19, 2000) of the voting stock held by
non-affiliates of the registrant was $3,424,970,460. For the
sole purpose of making this calculation, the term "non-affiliate"
has been interpreted to exclude directors and officers. Such
interpretation is not intended to be, and should not be construed
to be, an admission by Bausch & Lomb Incorporated or such
directors or officers that such directors and officers are
"affiliates" of Bausch & Lomb Incorporated, as that term is
defined under the Securities Act of 1933.
The number of shares of Voting Stock of the registrant,
outstanding as of February 19, 2000, was 57,400,087, consisting
of 57,023,214 shares of Common stock and 376,873 shares of Class
B stock, which are identical with respect to dividend and
liquidation rights, and vote together as a single class for all
purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II The Bausch & Lomb 1999 Annual Report to
and IV Shareholders for the fiscal year ended December
25, 1999 ("Annual Report"). With the exception of
the pages of the Annual Report specifically
incorporated by reference herein, the Annual
Report is not deemed to be filed as a part of this
Report on Form 10-K.
Part III Bausch & Lomb Incorporated Proxy Statement, dated
March 24, 2000 ("Proxy Statement"). With the
exception of the pages of the Proxy Statement
specifically incorporated by reference herein, the
Proxy Statement is not deemed to be filed as part
of this Report on Form 10-K.
TABLE OF CONTENTS
PART I PAGE
Item 1. Business 2
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security 6
Holders
PART II
Item 5. Market for Bausch & Lomb Incorporated's Common
Stock and Related Shareholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of
Financial Condition and
Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes In and Disagreements With Accountants
on Accounting And Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers of Bausch &
Lomb Incorporated 8
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management 9
Item 13. Certain Relationships and Related Transactions 9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 10
Signatures 11
Schedules 12
Exhibit Index 13
Exhibits (Attached to this Report on Form 10-K)
PART I
ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Bausch & Lomb Incorporated is a world leader in the development,
manufacture and marketing of healthcare products for the eye.
Bausch & Lomb was incorporated in the State of New York in 1908
to carry on a business which was established in 1853. Its
principal executive offices are located in Rochester, New York.
Unless the context indicates otherwise, the terms "Bausch & Lomb"
and "company" as used herein refer to Bausch & Lomb Incorporated
and its consolidated subsidiaries. Highlights of the general
development of the business of Bausch & Lomb during 1999 are
discussed below. Per share amounts in the remainder of this
section reflect December 1999 year-to-date diluted average shares
outstanding.
During the year ended December 25, 1999, a chapter was closed in
Bausch & Lomb's history with the sale of the sunglass business,
which had been part of the company since 1930. In addition,
other remaining non-core businesses were divested, allowing the
company to focus solely on being a technology-based healthcare
company for the eye. The company now reports its operating
results in three segments: vision care, pharmaceuticals and
surgical. Revenues from continuing operations for 1999 were
$1,756.1 million, an increase of $158.6 million or 10% from 1998.
Net earnings for 1999 amounted to $444.8 million, or $7.59 per
share, compared to 1998 earnings of $25.2 million, or $0.45 per
share. Results for 1999 include a net after-tax gain on
divestitures of $308.1 million or $5.26 per share. Income from
continuing operations was $102.7 million or $1.75 per share in
1999 compared to $55.6 million or $.99 per share in 1998.
In January 1999, the company acquired Hansa Research &
Development, Inc., a designer and manufacturer of the HansatomeT
microkeratome used in the majority of worldwide refractive
surgery procedures. The keratomes produced by Hansa had been
previously distributed under an exclusive agreement with Chiron
Vison, now part of Bausch & Lomb Surgical.
In April 1999, the company purchased Orbtek, Inc., the developer
of a unique diagnostic system that gives surgeons critical
information about both the anterior and posterior surfaces of the
cornea which can improve the accuracy and predictability of a
variety of ophthalmic surgery procedures.
In June 1999, the company sold its sunglass business to Luxottica
Group S.p.A. for $636 million in cash. The sale included all of
the company's lines of sunglasses, including Ray-Banr, Revor,
ArnetteT, and Killer Loopr. The company recorded an after-tax
gain of $126.3 million or $2.16 per share related to this sale.
Charles River Laboratories and the Miracle-Ear hearing aid
business, representing the last of the non-core businesses, were
sold during the third quarter of 1999. Miracle-Ear was sold to
Amplifon S.p.A., resulting in an after-tax gain of $11.1 million
or $0.19 per share. Charles River Laboratories, a breeder of
research laboratory animals, was sold for $400 million in cash
and $43 million in promissory notes to DLJ Merchant Banking
Partners II, L.P., an affiliate of the investment banking firm of
Donaldson, Lufkin and Jenrette. The company retained a 12.5%
equity interest in the Charles River Laboratories business. An
after-tax gain of $170.7 million or $2.91 per share was recorded.
A pre-tax charge of $56.7 million was recorded in the fourth
quarter of 1999 as part of a program to consolidate contact lens
manufacturing and accelerate global administrative savings. Most
of these costs are associated with employee severance payments
and capital equipment write-offs. During 1999, all actions under
a previous restructuring program were completed and the unused
reserve of $3.2 million was reversed. The 1999 charge offset by
the reversal yielded an after-tax impact of $34.2 million or
$0.59 per share. The company is also evaluating additional
actions to rationalize its contact lens products and
manufacturing processes, which could result in additional pretax
charges of up to $15 million by the end of 2000.
(b) FINANCIAL INFORMATION ABOUT OPERATING SEGMENTS
Information concerning sales, operating earnings and assets
attributable to each of the company's operating segments is set
forth on pages 9-12 and 30-32 of the Annual Report and is
incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Operating Segments Bausch & Lomb's operations are reported in
three segments: vision care, pharmaceuticals, and surgical.
Below is a description of each segment to the extent that it is
material to an understanding of the company's operations.
Information concerning sales by segment is set forth on page 9 of
the Annual Report and is incorporated herein by reference.
Vision Care - The vision care segment includes contact lenses and
lens care products and the vision accessories business. Vision
care products are marketed to licensed eye care professionals,
health products retailers, independent pharmacies, drug stores,
food stores and mass merchandisers by the company's sales force
and distributors.
Pharmaceuticals - The pharmaceuticals segment manufactures and
sells generic and proprietary prescription pharmaceuticals with a
strategic emphasis in the ophthalmic field and over-the-counter
(OTC) ophthalmic medications. These products are marketed by the
company's sales force and distributed through wholesalers,
independent pharmacies, drug stores, food stores, mass
merchandisers and hospitals.
Surgical - The surgical segment manufactures and sells products
and equipment for cataract, refractive, and retinal surgery.
Surgical products are marketed by the company's sales force to
ophthalmic surgeons, hospitals, ambulatory surgery centers and
distributors.
Suppliers and Customers Materials and components in all three of
the company's segments are purchased from a wide variety of
suppliers; the loss of any one supplier would not adversely
affect the company's business to a significant extent. No
material part of the company's business taken as a whole is
dependent upon a single or a few customers. However, in the
vision care segment approximately 8% of segment sales are
attributable to Wal-Mart controlled retail outlets.
Patents, Trademarks and Licenses While in the aggregate the
company's patents are of material importance to its businesses
taken as a whole, no single patent or patent license or group of
patent licenses relating to any particular product or process is
material to any industry segment. The company actively pursues
technology development and acquisition as a means to enhance its
competitive position in its business segments.
In the vision care segment, the company has developed significant
consumer and eye care professional recognition of products sold
under the Bausch & Lomb, ReNu, ReNu MultiPlus, Sensitive Eyes,
Medalist, Boston, Optima FW, SofLens, PureVision and Opcon-A
trademarks. Bausch & Lomb, Dr. Mann Pharma, and Ocuvite are
trademarks receiving substantial consumer recognition in the
pharmaceuticals segment. Storz Millennium, Technolas, Hydroview,
Vitrasert, Hansatome and Orbscan are trademarks receiving
substantial professional recognition in the surgical segment.
Seasonality and Working Capital The nature of the products sold
is not significantly impacted by seasonality issues. In general,
the working capital requirements in each of the company's
segments are typical of those businesses.
Competition and Markets Products in each of the company's
segments are marketed throughout the world. Each segment is
highly competitive in both U.S. and non-U.S. markets. In all of
its segments, the company competes on the basis of product
performance, quality, technology, price, service, warranty and
reliability.
Research and Development Research and development constitutes an
important part of the company's activities. In 1999, the
company's research and development expenditures included in
continuing operations totaled $97.6 million, as compared to $76.7
million in 1998 and $49.8 million in 1997.
Government Regulation The company's products are subject to
regulation by governmental authorities in the United States and
other markets. These authorities, including the Food and Drug
Administration (FDA) in the United States, generally require
extensive testing of new products prior to sale and have
jurisdiction over the safety, efficacy and manufacturing of
products, as well as product labeling and marketing. In most
cases, significant amounts of time and money must be spent to
bring a new product to market in compliance with these
regulations. The regulation of pharmaceutical products and
medical devices, both in the United States and in other markets,
has historically been subject to change.
Environment Although the company is unable to predict what
legislation or regulations may be adopted or enacted in the
future with respect to environmental protection and waste
disposal, existing legislation and regulations have had no
material adverse effect on its capital expenditures, earnings or
competitive position. Capital expenditures for property, plant
and equipment for environmental control facilities were not
material during 1999 and are not anticipated to be material for
2000 or 2001.
Year 2000 Software Compliance Information regarding the
identification and resolution of year 2000 data processing issues
is set forth on page 16 of the Annual Report and such information
is incorporated herein by reference.
Number of Employees The company employed approximately 11,500
persons as of February 19, 2000.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
Information as to sales and long-lived assets attributable to
U.S. and non-U.S. geographic regions is set forth on pages 12-13
and page 32 of the Annual Report and is incorporated herein by
reference.
ITEM 2. PROPERTIES
The principal physical properties (and their primary functions)
of the company at March 1, 2000 are listed below and are grouped
by the main operating segment to which they relate. Except where
otherwise indicated by footnote, all properties shown are held in
fee and are not subject to major encumbrances. The company
considers that its facilities are suitable and adequate for the
operations involved. All facilities are being productively
utilized.
Warehouse/ Sales/Administration/
Vision Care Manufacturing R&D Distribution Office
Rochester, NY (Optics
Center)(1) X X X
Greenville, SC (1) X X X
Waterford, Ireland (1) X X X
Milan, Italy (1) X X X
Beijing, China X X X
Bhiwadi, India (1) X X X
Hoofdoorp, Netherlands(1) X X
Livingston, Scotland (1) X X X
Tokyo, Japan (1) X X
Sarasota, FL X X
Les Mesnil St. Denis,
France X X
Lynchburg, VA (1) X X
Wilmington, MA (1) X X
Kingston Upon Thames,UK X
Taikoo Shing Hong Kong(1) X
New Territories, Hong
Kong (1) X
Umsong-Gun(Seoul),Korea X X
Madrid, Spain X X X
North Ryde, Australia(1) X X
Gauteng, South Africa(1) X X
Porto Alegre, Brazil X X X
Pharmaceuticals
Tampa, FL X X X X
Berlin, Germany X X X X
Valley Cottage, NY (1) X
Surgical
St. Louis, MO X X X X
Clearwater, FL X
Earth City, MO (1) X
Claremont, CA (1) X
Irvine, CA (1) X X
Manchester, MO X
Munich, Germany (1) X X X X
Heidelberg, Germany X X X
Salt Lake City, UT (1) X X X
Miami, FL (1) X
Corporate Headquarters
Rochester, NY (1) X
(1) This facility is leased.
ITEM 3. LEGAL PROCEEDINGS
1. In its 1998 Annual Report on Form 10-K, the company discussed
a class action lawsuit pending before a New York State Supreme
Court, alleging that the company misled consumers in its
marketing and sale of Sensitive Eyes Rewetting Drops, Boston
Rewetting Drops, ReNu Rewetting Drops and Bausch & Lomb Eyewash.
The plaintiffs had appealed the dismissal of all of their claims
by the trial court. On September 16, 1999, the New York
Appellate Division, First Department, reversed the trial court's
ruling, reinstating the plaintiff's claims. The company has moved
to decertify the matter as a class action.
2. In several actions, the company is defending its long-
standing policy of selling contact lenses only to licensed
professionals against claims that it was adopted in conspiracy
with others to eliminate alternate channels of trade from the
disposable contact lens market. These matters include (i) a
consolidated action in the United States District Court for the
Middle District of Florida filed in June 1994 by the Florida
Attorney General, and now includes claims by the attorneys
general for 21 other states, and (ii) individual actions pending
in California and Tennessee state courts. The company defends
its policy as a lawfully adopted means of ensuring effective
distribution of its products and safeguarding consumers' health.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR BAUSCH & LOMB INCORPORATED'S COMMON
STOCK AND RELATED SHAREHOLDER MATTERS
The section entitled "Dividends" on page 15 and the tables
entitled "Quarterly Stock Prices" and "Selected Financial Data"
on page 43 of the Annual Report are incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on page 43 of the
Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section entitled "Financial Review" on pages 9-18 of the
Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The section entitled "Market Risk" on page 15 of the Annual
Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, including the notes thereto, together
with the section entitled "Report of Independent Accountants" on
pages 19-43 and 45 of the Annual Report, respectively, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
BAUSCH & LOMB INCORPORATED
Information with respect to directors is included in the Proxy
Statement on pages 2-8 and such information is incorporated
herein by reference. Set forth below are the names, ages (as of
March 1, 2000), positions and offices held by, and a brief
account of the business experience during the past five years of,
each executive officer.
Name and Age Position
William M. Chairman and Chief Executive Officer since
Carpenter (47) January 1999; Chief Executive Officer (1997-
1998); President and Chief Operating Officer
(1995-1996); Executive Vice President,
Global Business Manager, Eyewear (1995);
President and Chief Executive Officer,
Reckitt & Colman, Inc. (1993-1995).
Carl E. Sassano President and Chief Operating Officer since
(50) January 1999; Executive Vice President and
President - Vision Care (1997-1998); Senior
Vice President and Global Business Manager,
Vision Care (1996); Senior Vice President
and President, Contact Lens Division (1994-
1996).
Dwain L. Hahs (47) Senior Vice President and President, Global
Vision Care since November 1999; Special
Assistant to the President (October 1999-
November 1999); President, Ray Ban Sun
Optics, Luxottica Group SpA (June 1999-
September 1999); Executive Vice President
and President - Eyewear (April 1997-June
1999); Senior Vice President, International
Operations (1996-1997); Vice President and
President Europe, Middle East and Africa
Division (1994-1996).
Daryl M. Dickson Senior Vice President, Human Resources since
(48) November 1996; Vice President Human
Resources (Foods group), Quaker Oats Company
(1993-1996).
Hakan S. Edstrom Senior Vice President and President, Global
(49) Surgical since November 1999; Senior Vice
President and President
Surgical/Pharmaceutical (January 1999-
October 1999); Vice President and
President, Bausch & Lomb Surgical (December
1997-December 1998); President and CFO,
Chiron Vision (1997); President Hoefer
Pharmacia Biotech, Inc. (1997); Senior Vice
President, Corporate Ophthalmic Business
Development, Pharmacia & Upjohn, Inc. (1996-
1997); President and Chief Executive
Officer, Pharmacia Ophthalmics Inc. (1989-
1996).
Stephen C. Senior Vice President and Chief Financial
McCluski (47) Officer since 1995; Vice President and
Controller (1994).
Thomas M. Senior Vice President, Chief Technical
Riedhammer (51) Officer and President, Global
Pharmaceuticals since November 1999; Senior
Vice President and Chief Technical Officer
(January 1999 - October 1999); Senior Vice
President and President, Worldwide
Pharmaceuticals (1998); Senior Vice
President and President, Worldwide
Pharmaceuticals, Surgical, and Hearing Care
Products (1994-1998); Vice President (1993-
1994); President, Worldwide Pharmaceuticals
(1994).
Robert B. Stiles Senior Vice President and General Counsel
(50) since June 1997; Staff Vice President and
Assistant General Counsel (1994-1997);
Assistant General Counsel (1991-1994).
Jurij Z. Kushner Vice President, Controller since 1995; Vice
(49) President, Operations, Personal Products
Division (1994-1995); Vice President and
Controller, Personal Products Division (1992-
1994).
All officers serve on a year-to-year basis through the day of the
annual meeting of shareholders of the company, and there is no
arrangement or understanding among any of the officers of the
company and any other persons pursuant to which such officer was
selected as an officer.
ITEM 11. EXECUTIVE COMPENSATION
The portions of the "Executive Compensation" section entitled
"Report of the Committee on Management", "Compensation Tables"
and "Defined Benefit Retirement Plans", the second and third
paragraphs of the section entitled "Board of Directors", the
graph entitled "Comparison of Five-Year Cumulative Total
Shareholder Return" and the second paragraph of the section
entitled "Related Transactions, Employment Contracts and
Termination of Employment and Change in Control Arrangements"
included in the Proxy Statement on pages 10-14, 15-17, 18-19, 2,
18 and 20 respectively, are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The section entitled "Security Ownership of Certain Beneficial
Owners and Directors and Executive Officers" in the Proxy
Statement on pages 8-10 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The first paragraph of the section entitled "Related
Transactions, Employment Contracts and Termination of Employment
and Change in Control Arrangements" on pages 19-20 of the Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
The following documents or the portions thereof indicated are
filed as a part of this report.
(a) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES COVERED BY REPORTS OF INDEPENDENT ACCOUNTANTS.
1. Data incorporated by reference in Page in
Item 8 from the Annual Report Annual Report
Report of Independent Accountants 45
Balance Sheets at December 25, 1999 and 20
December 26, 1998
For the years ended December 25, 1999,
December 26, 1998 and December 27, 1997:
Statements of Income 19
Statements of Cash Flows 21
Statements of Changes in Shareholder's Equity 22
Notes to Financial Statements 23-43
2. Filed herewith
Report of Independent Accountants
on Financial Statement Schedule Exhibit 23
For the years ended December 25, 1999,
December 26, 1998 and December 27, 1997:
SCHEDULE II-Valuation and Qualifying Accounts Page 12
All other schedules have been omitted because the required
information is not present or not present in amounts sufficient
to require submission of the schedule, or because the information
required is included in the consolidated financial statements or
the notes thereto.
(b) REPORTS ON FORM 8-K
A report on Form 8-K describing the disposition of the
company's healthcare segment (including the third quarter 1999
disposition of Charles River Laboratories), and attaching pro
forma financial information, was filed by the company on October
13, 1999.
(c) ITEM 601 EXHIBITS
Those exhibits required to be filed by Item 601 of
Regulation S-K are listed in the Exhibit Index immediately
preceding the exhibits filed herewith and such listing is
incorporated herein by reference. Each of Exhibits (10)-a
through (10)-dd is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form
pursuant to Item 14(c) of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BAUSCH & LOMB INCORPORATED
Date: March 22, 2000 By:/s/___________________________
William M. Carpenter
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Principal Executive Officer
Date: March 22, 2000 By:/s/___________________________
William M. Carpenter
Chairman and Chief Executive
Officer
Principal Financial Officer
Date: March 22, 2000 By:/s/___________________________
Stephen C. McCluski
Senior Vice President and Chief
Financial Officer
Controller
Date: March 22, 2000 By:/s/___________________________
Jurij Z. Kushner,
Vice President and Controller
Directors
Franklin E. Agnew
William M. Carpenter
Domenico De Sole
Jonathan S. Linen
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Alvin W. Trivelpiece
William H. Waltrip
Kenneth L. Wolfe
Date: March 22, 2000 By:/s/___________________________
Robert B. Stiles
Attorney-in-Fact
Bausch & Lomb Incorporated
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Reserves for Doubtful Accounts December 25, December 26, December 27,
1999 1998 1997
(In millions)
Balance at beginning of year $ 26.8 $ 14.0 $ 13.3
of year
Activity for the year:
Provision charged to income 9.1 8.6 4.3
(Reductions)/additions
resulting from
(divestiture)/acquisition
activity (7.2) 9.9 0.1
Accounts written off (10.7) (5.8) (5.2)
Recoveries on accounts
previously written off 1.6 0.1 1.5
Balance at end of year $ 19.6 $ 26.8 $ 14.0
EXHIBIT INDEX
S-K Item Document
601 No.
(3)-a Certificate of Incorporation of Bausch & Lomb Incorporated
(filed as Exhibit (3)-a to the company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1985, File
No. 1-4105, and incorporated herein by reference).
(3)-b Certificate of Amendment of Bausch & Lomb Incorporated
(filed as Exhibit (3)-b to the company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988, File
No. 1-4105, and incorporated herein by reference).
(3)-c Certificate of Amendment of Bausch & Lomb Incorporated
(filed as Exhibit (3)-c to the company's Annual Report on
Form 10-K for the fiscal year ended December 26, 1992, File
No. 1-4105, and incorporated herein by reference).
(3)-d By-Laws of Bausch & Lomb Incorporated, as amended, effective
October 26, 1998 (filed as Exhibit (3)-a to the company's
Form 10-Q for the quarter ended September 26, 1998, File No.
1-4105, and incorporated herein by reference).
(4)-a See Exhibit (3)-a.
(4)-b See Exhibit (3)-b.
(4)-c See Exhibit (3)-c.
(4)-d Form of Indenture, dated as of September 1, 1991, between
the company and Citibank, N.A., as Trustee, with respect to
the company's Medium-Term Notes (filed as Exhibit 4-(a) to
the company's Registration Statement on Form S-3, File No.
33-42858, and incorporated herein by reference).
(4)-e Supplemental Indenture No. 1, dated May 13, 1998, between
the Company and Citibank N.A. (filed as Exhibit 3.1 to the
Company's Current Report on Form 8-K, dated July 24, 1998,
File No. 1-4105, and incorporated herein by reference).
(4)-f Supplemental Indenture No. 2, dated as of July 29, 1998,
between the Company and Citibank N.A. (filed as Exhibit 3.2
to the Company's Current Report on Form 8-K, dated July 24,
1998, File No. 1-4105, and incorporated herein by
reference).
(10)-a Change of Control Employment Agreement with certain
executive officers of the company (filed as Exhibit (10)-a
to the company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-b Change of Control Employment Agreement with certain
executive officers of the company (filed as Exhibit (10)-b
to the company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, No. 1-4105, and incorporated
herein by reference).
(10)-c Amended and restated Supplemental Retirement Income Plan II
(filed as Exhibit (10)-f to the company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1990, File
No. 1-4105, and incorporated herein by reference).
(10)-d Supplemental Retirement Income Plan III (filed as Exhibit
(10)-g to the company's Annual Report on Form 10-K for the
fiscal year ended December 26, 1992, File No. 1-4105, and
incorporated herein by reference).
(10)-e The 1982 Stock Incentive Plan (filed as Exhibit III-F to the
company's Annual Report on Form 10-K for the fiscal year
ended December 26, 1982, File No. 1-4105, and incorporated
herein by reference).
(10)-f Amendment to the 1982 Stock Incentive Plan (filed as Exhibit
(10)-I to the company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(10)-g Amendment to the 1982 Stock Incentive Plan (filed as Exhibit
(10)-k to the company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-h The 1987 Stock Incentive Plan (filed as Exhibit I.B to the
company's Registration Statement on Form S-8, File No. 33-
15439, and incorporated herein by reference).
(10)-I Amendment to the 1987 Stock Incentive Plan (filed as Exhibit
(10)-n to the company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1988, File No. 1-4105, and
incorporated herein by reference).
(10)-j Amendment to the 1987 Stock Incentive Plan (filed as Exhibit
(10)-n to the company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990, File No. 1-4105, and
incorporated herein by reference).
(10)-k Amended and restated Director Deferred Compensation Plan
(filed as Exhibit (10)-bb to the company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1996, File
No.1-4105, and incorporated herein by reference).
(10)-l Amended and restated Executive Deferred Compensation Plan
(filed as Exhibit (10)-cc to the company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1996, File
No. 1-4105, and incorporated herein by reference).
(10)-m Retirement Benefit Restoration Plan (filed as Exhibit (10)-t
to the company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991, File No. 1-4105, and
incorporated herein by reference).
(10)-n Annual Retainer Stock Plan for Non-Employee Directors (filed
as Exhibit (10)-dd to the company's Annual Report on Form 10-
K for the fiscal year ended December 28, 1996, File No. 1-
4105, and incorporated herein by reference).
(10)-o Agreement with William H. Waltrip (filed as Exhibit (10)-u
to the company's Annual Report on Form 10-K for the fiscal
year ended December 27, 1997, File No. 1-4105, and
incorporated herein by reference).
(10)-p Corporate Officer Separation Plan (filed as Exhibit (10)-v
to the company's Annual Report on Form 10-K for the fiscal
year ended December 27, 1997, File No. 1-4105, and
incorporated herein by reference).
(10)-q EVA Management Incentive Compensation Plan (filed as Exhibit
(10)-w to the company's Annual Report on Form 10-K for the
fiscal year ended December 27, 1997, File No. 1-4105, and
incorporated herein by reference).
(10)-r 1998 Amendment to the Bausch & Lomb Incorporated 1990 Stock
Incentive Plan (filed as Exhibit (10)-a to the company's
Form 10-Q for the quarter ended June 27, 1998, File No. 1-
4105, and incorporated herein by reference).
(10)-s Management Incentive Compensation Plan (filed as Exhibit
(10)-b to the company's Form 10-Q for the quarter ended June
27, 1998, File No. 1-4105, and incorporated herein by
reference).
(10)-t LTI Deferred Compensation Plan, as amended, effective
December 8, 1998 (filed as Exhibit (10)-v to the company's
Annual Report on Form 10-K for the fiscal year ended
December 26, 1998, File No. 1-4105, and incorporated herein
by reference).
(10)-u Amended and restated 1990 Stock Incentive Plan (filed
herewith).
(10)-v Amendment to the Director Deferred Compensation Plan (filed
herewith).
(10)-w Amendment to the Executive Deferred Compensation Plan (filed
herewith).
(10)-x Amendment to the LTI Deferred Compensation Plan (filed
herewith).
(10)-y Purchase Agreement between Bausch & Lomb Incorporated and
Luxottica Group, S.p.A. dated April 28, 1999 (filed as
Exhibit 2(a) to the company's Current Report on 8-K, dated
July 12, 1999, File No. 1-4105, and incorporated herein by
reference).
(10)-z Letter Agreement between Bausch & Lomb Incorporated and
Luxottica Group S.p.A. dated June 25, 1999 (filed as Exhibit
2(b) to the company's Current Report on Form 8-K, dated July
12, 1999, File No. 1-4105, and incorporated herein by
reference).
(10)aa Recapitalization Agreement among Bausch & Lomb Incorporated,
Endosafe, Inc., CRL Holdings, Inc., Charles River
Laboratories, Inc., Charles River Spafas, Inc., Bausch &
Lomb International, Inc., Wilmington Partners, L. P., Bausch
& Lomb Canada, Inc., CRL Acquisition LLC and DLJ Merchant
Banking Partners II, L. P. dated as of July 25, 1999, (filed
as Exhibit 2(a) to the company's Current Report on Form 8-K,
dated October 13, 1999, File No. 1-4105, and incorporated
herein by reference)
(10)bb Amendment No. 1 to Recapitalization Agreement dated as of
September 29, 1999 by and among Bausch & Lomb Incorporated
and CRL Acquisition LLC (filed as Exhibit 2(b) to the
company's Current Report on Form 8-K, dated October 13,
1999, File No. 1-4105, and incorporated herein by
reference).
(10)cc Investors' Agreement dated as of September 29, 1999 among
CRL Holdings, Inc. and the several Stockholders from time to
time parties hereto (filed as Exhibit 2(c) to the company's
Current Report on Form 8-K, dated October 13, 1999, File No.
1-4105, and incorporated herein by reference).
(10)dd Recap Co Subordinated Discount Note due 2010 (filed as
Exhibit 2(d) to the company's Current Report on Form 8-K,
dated October 13, 1999, File No. 1-4105, and incorporated
herein by reference).
(11) Statement Regarding Computation of Per Share Earnings (The
section entitled "Earnings Per Share" on page 28 of the 1999
Annual Report is incorporated herein by reference).
(12) Statement Regarding Computation of Ratio of Earnings to
Fixed Charges (filed herewith).
(13) The Bausch & Lomb 1999 Annual Report to Shareholders for the
fiscal year ended December 25, 1999 (filed herewith). With
the exception of the pages of the Annual Report specifically
incorporated by reference herein, the Annual Report is not
deemed to be filed as a part of this Report on Form 10-K.
(21) Subsidiaries (filed herewith).
(23) Report of Independent Accountants on Financial Statement
Schedule and Consent of Independent Accountants (filed
herewith).
(24) Power of attorney with respect to the signatures of
directors in this Report on Form 10-K (filed herewith).
(27) Financial Data Schedule (filed herewith).