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Registrant's telephone no., including area code: (585) 338-6000

The aggregate market value of the voting stock, computed using the average bid and asked price of such stock, held by non-affiliates of the registrant as of June 28, 2002 was $1,792,628,491. 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.

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. [ ]

Bausch & Lomb Incorporated is a world leader in the development, manufacture and marketing of healthcare products for the eye, 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 2002 are discussed below. Per share amounts in the remainder of this section reflect December 2002 year-to-date diluted average shares outstanding.

Revenues from continuing operations for the year ended December 28, 2002 were $1,816.7 million, an increase of $151.2 million from 2001. Net earnings for 2002 amounted to $72.5 million, or $1.34 per share, compared to 2001 net earnings of $21.2 million, or $0.39 per share. Income from continuing operations was $72.5 million or $1.34 per share in 2002. Income from continuing operations was $42.0 million or $0.78 per share in 2001. Results for 2001 include an after tax loss on an adjustment to the disposal of discontinued operations of $21.1 million or $0.39 per share and an after tax benefit from a change in accounting principle of $0.3 million.

The company's strategy is to target those portions of the eye care market with strong growth potential or good profit margins or both. The company believes its fundamental strengths--sound strategy, excellent technology, global commercial capability and a strong brand--will permit it to take advantage of the opportunities in mature and developing markets.

Contact Lens Bausch & Lomb pioneered soft contact lens technology and currently has one of the broadest offerings of contact lenses in the world. Currently, the contact lens market is growing in the mid-single digits, with certain segments growing more quickly than others. The company's strategy is to focus its development efforts in the faster-growing sustainable market segments, while capitalizing on the breadth of its entire portfolio. Long-term, the company believes its contact lens business will grow as a result of new products and accelerating success outside the U.S. Early in 2002, the company launched SofLens66 Toric, its planned replacement lens for people with astigmatism, in Japan and plans to launch additional products over the next several years into that important market. The company also introduced SofLens Multi-Focal, a cast-molded multifocal lens in the U.S. in 2002.

Lens Care The lens care market is relatively mature but very profitable and cash generative. The company's strategy is to increase its share through technological enhancements and extensions to its product lines. Through enhanced regulatory approvals, its flagship brand, ReNu, regained its U.S. market leadership position in early 2002. The company's Boston brand of products for the care of rigid gas permeable contact lenses holds a commanding share of its market in the U.S., and is the market leader worldwide.

Pharmaceuticals The company's pharmaceutical product category includes both generic and branded prescription pharmaceuticals as well as over-the-counter medications, and vision accessories. The company's newest product in the category is Ocuvite PreserVision, a vitamin supplement sold over-the-counter, often on the recommendation of eye care professionals. The exact formulation of vitamins and minerals in Ocuvite PreserVision was shown in a 10-year study by the National Eye Institute to reduce the risk of blindness for patients with high risk of developing age-related macular degeneration. The company's strategic focus for its pharmaceuticals category is on proprietary ophthalmic products, and drug delivery, particularly for vitreoretinal diseases.

Cataract and Vitreoretinal Cataract surgery is the most commonly performed surgical procedure in the U.S. today. The company's cataract and vitreoretinal offerings include a broad line of intraocular lenses as well as the Millennium line of Phacoemulsification equipment. Phacoemulsification is the procedure by which the patient's natural lens is extracted during cataract surgery. The company also sells disposable surgical packs and instruments that are used during the procedure. The company's goal in the cataract and vitreoretinal category is to improve its market share position. It plans to accomplish this through technological advances to its intraocular lens lines and through increased Millennium placements, which should in turn lead to increase annuity sales of disposables and surgical packs. Another strategic focus is to leverage the company's broad portfolio of products and equipment to cross-sell its pharmaceutical and refractive surgery products.

Refractive The company is a global technology leader for refractive surgery equipment used in the LASIK (Laser Insitu Keratomileusis) surgical procedure. The company's Hansatome microkeratome, the precision cutting tool to create the corneal flap, is the most widely used microkeratome today. The company also manufactures the disposable microkeratome blades that are replaced for each patient. The company has begun the process of obtaining U.S. Food and Drug Administration or FDA, approval for the company's Zyoptix system for customized vision correction, a product commercially available outside the U.S. for over a year.

Information concerning sales, operating earnings and assets attributable to each of the company's operating segments is set forth on pages 26-28 under the section entitled "Net Sales and Income by Business Segment" and pages 59-61 under Note 6 entitled "Business Segment and Geographic Information" of the Annual Report and is incorporated herein by reference.

Operating Segments - The company's management structure is organized on a regional basis for commercial operations. The research and development and product supply functions are managed on a global basis. The company's business segments are comprised of the Americas region; the Europe, Middle East and Africa region (Europe); the Asia region; the Research, Development and Engineering organization and the Global Supply Chain organization. Information concerning sales by segment is set forth on pages 26-28 of the Annual Report under the section entitled "Net Sales and Income by Business Segment" and under Note 6 entitled "Business Segment and Geographic Information" as found on pages 59-61 of the Annual Report and is incorporated herein by reference.

Products - In each geographic segment the company markets products in five product categories: contact lens, lens care, pharmaceuticals, cataract and vitreoretinal, and refractive. Below is a description of each product category to the extent that it is material to an understanding of the company's operations.

Lens Care - The lens care category includes, among others, multi-purpose solutions, enzyme cleaners and saline solutions marketed to licensed eye care professionals, health product retailers, independent pharmacies, drug stores, food stores and mass merchandisers by the company's sales force and distributors.

Pharmaceuticals - The pharmaceuticals category includes generic and proprietary prescription ophthalmic drugs, ocular vitamins, over-the-counter medications and vision accessories marketed by the company's sales force and distributed through wholesalers, independent pharmacies, drug stores, food stores, mass merchandisers and hospitals.

Cataract and Vitreoretinal - The cataract and vitreoretinal category includes products and equipment used for cataract and vitreoretinal procedures marketed by the company's sales force to ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors.

Refractive - The refractive category includes lasers, microkeratomes, diagnostic equipment and other products and equipment used in refractive surgery marketed by the company's sales force to ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors.

Suppliers and Customers - Materials and components for each of the company's product categories 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. The company's five product categories have different customer bases, from local drug stores to hospital chains to independent practitioners and combined purchase organizations for managed care organizations. No material part of the company's business, taken as a whole, is dependent upon a single or a few customers.

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 product category. The company actively pursues technology development and acquisition as a means to enhance its competitive position in its product categories.

In the contact lens product line, Bausch & Lomb, Medalist, Boston, Optima FW, PureVision, and SofLens trademarks receive substantial recognition from consumers and eye care professionals. In the lens care product category, the company has developed significant consumer and eye care professional recognition of products sold under the Bausch & Lomb, ReNu, ReNu MultiPlus, Sensitive Eyes, and Boston trademarks. Bausch & Lomb, Dr. Mann Pharma, Chauvin, Ocuvite, Ocuvite Preservision, Lotemax and Alrex are trademarks receiving substantial consumer recognition in the pharmaceutical product line. Bausch & Lomb, Millennium and Hydroview are trademarks receiving substantial professional recognition in the cataract product category. In the refractive product line, the company has developed substantial professional recognition of products sold under the Hansatome, Orbscan, Technolas, and Zyoptix trademarks.

The company is currently engaged in litigation with CIBA Vision Corporation, the eyecare unit of Novartis AG, and its affiliates in various jurisdictions relative to silicon hydrogel contact lens technology, including the company's PureVision contact lens product line. In one such case, the U.S. District Court for the District of Delaware ruled that the company's PureVision product infringes a patent owned by Wesley Jessen Vision Care, Inc., a subsidiary of CIBA Vision. The court enjoined the company's further manufacture and sale of the PureVision product in the United States. This decision was affirmed by the U.S. Court of Appeals for the Federal Circuit on February 12, 2003. (See Item 3. Legal Proceedings of this Report on Form 10-K for a further discussion of the litigation with CIBA and related entities.)

Seasonality and Working Capital - Because of the nature of the products sold, the company 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 - The company markets each of its product categories throughout the world. Each category is highly competitive in both U.S. and non-U.S. markets. For all products, 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. The company's research and development expenditures included in continuing operations totaled $128.4 million in 2002, as compared to $122.0 million in 2001 and $121.5 million in 2000.

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 2002 and are not anticipated to be material for either 2003 or 2004.

Number of Employees - The company employed approximately 11,500 persons as of January 1, 2003.

Information as to sales and long-lived assets attributable to U.S. and non-U.S. geographic regions is set forth on pages 29-30 under the section entitled "Net Sales and Income by Geographic Region" and the section entitled "Geographic Region" as found on pages 61-62 of the Annual Report and is incorporated herein by reference.

Bausch & Lomb Incorporated's internet address is http://www.bausch.com. Bausch & Lomb Incorporated's filings with the SEC, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are accessible free of charge at http://www.bausch.com as soon as reasonably practicable after the company electronically files such material with, or furnishes it to the SEC.

The principal physical properties (and their primary functions) of the company at March 1, 2003 are listed below. Except where otherwise indicated by footnote, all properties shown are held in fee and are not subject to major encumbrances. The company considers its facilities suitable and adequate for the operations involved. All facilities are being productively utilized. As discussed in Item 1 (c), the company's segments are comprised of the Americas region, the Europe, Middle East and Africa region (Europe), the Asia region, the Research, Development and Engineering organization and the Global Supply Chain organization. As indicated by the listing below, the majority of the company's facilities are being utilized to perform more than one operating function and, as such, may house the functions of multiple segments. Manufacturing functions are generally within the Global Supply Chain Segment, R&D functions are generally within the Research, Development and Engineering Segment, Warehouse/Distribution functions are primarily within the Commercial Segment (Americas, Europe or Asia) and Sales/Administrative/Office functions primarily support other functions being performed at the respective facility. A facility which is solely used for Sales/Administrative/Office functions is within the Commercial Segment, except for the Rochester, NY (Headquarters) property which is part of corporate administration.

(1)    Leased space.
(2)    Includes both owned and leased properties.

On April 13, 2001 a shareholder class action lawsuit was filed in the U.S. District Court for the Western District of New York. Four other similar lawsuits were filed in both the Western and Southern Districts of New York, with the company's Chief Financial Officer, Stephen C. McCluski, and former Chairman and Chief Executive Officer, William M. Carpenter, and former President, Carl E. Sassano, named as defendants. The complaints allege that the value of the company's stock was inflated artificially by alleged false and misleading statements about expected financial results. The plaintiffs seek to represent a class of shareholders who purchased company common stock between January 27, 2000 and August 24, 2000. On October 15, 2001 all lawsuits were consolidated in the U.S. District Court for the Western District of New York. The company intends to defend itself vigorously against these claims and has filed a motion to dismiss the consolidated action.

The company and its subsidiaries are currently involved in six pending patent proceedings relating to silicon hydrogel contact lens technology, including its PureVision contact lens product line. Five of these proceedings were commenced by CIBA Vision Corporation (CIBA) and related entities, in each case alleging that the PureVision lens product infringes intellectual property held by them. The first of these lawsuits was filed on March 8, 1999 in the U.S. District Court for the Northern District of Georgia, followed by other lawsuits commenced in the Federal Court of Melbourne, Australia (filed on February 29, 2000), the U.S. District Court for the District of Delaware (filed on May 3, 2001), the Administrative Court of Duesseldorf, Germany (filed on September 7, 2001) and the High Court in Dublin, Ireland (filed on March 11, 2003). In the Georgia matter, the parties are conducting discovery and the company has filed two motions for summary judgment. In the Australia matter, the parties are in the pleading stage and the Court has set a trial date of October 6, 2003. In the Delaware matter, the trial court ruled on June 26, 2002, that the company's PureVision product infringes a patent owned by Wesley Jessen Corporation, a subsidiary of CIBA. The Court ordered that the company discontinue the manufacture and sale of its PureVision lens product in the U.S. This decision was affirmed by the United States Court of Appeals for the Federal Circuit on February 12, 2003. The company intends to defend itself vigorously against all claims asserted by CIBA.

The sixth related proceeding was commenced by the company on November 6, 2001, when the company filed a patent infringement lawsuit against CIBA in the U.S. District Court for the Western District of New York relative to a patent the company holds for hydrogel materials. CIBA has filed two motions for summary judgment in this action. The Court has heard argument on one motion and has reserved decision. The second motion has been briefed by the parties and a motion hearing date has not been established. The company intends to pursue vigorously its claims against CIBA in this action.

Not applicable.

Set forth below are the names, ages (as of March 1, 2003), positions and offices held by and a brief account of the business experience during the past five years of each executive officer.

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.

The section entitled "Dividends" on page 38 and the table entitled "Quarterly Stock Prices" on page 78 of the Annual Report and the section entitled "Equity Compensation Plan Information" on page 16 of the Proxy Statement are incorporated herein by reference.

The table entitled "Selected Financial Data" on page 79 of the Annual Report is incorporated herein by reference.

The section entitled "Financial Review" on pages 25-45 of the Annual Report is incorporated herein by reference.

The section entitled "Market Risk" on pages 38-39 of the Annual Report is incorporated herein by reference.

The financial statements, including the notes thereto, together with the section entitled "Report of Independent Accountants" on pages 46-79 and 81 of the Annual Report, respectively, are incorporated herein by reference.

Not Applicable.

The sections entitled "Executive Compensation", "Report of the Committee on Management", "Compensation Tables" and "Defined Benefit Retirement Plans", the second and fourth through sixth paragraphs of the section entitled "Board of Directors", the graph entitled "Comparison of Five-Year Cumulative Total Shareholder Return" and the third through the sixth paragraphs of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" included in the Proxy Statement on pages 9-12, 13-15, 18, 2, 17 and 19 respectively, are incorporated herein by reference.

The sections entitled "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Directors and Executive Officers" in the Proxy Statement on page16 and pages 7-8, respectively, are incorporated herein by reference.

The first paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" on pages 18-19 of the Proxy Statement is incorporated herein by reference.

Within the 90 days prior to the date of this Form 10-K, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chairman and Chief Executive Officer along with the company's Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the company's Chairman and Chief Executive Officer along with the Company's Senior Vice President and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in the company's periodic filings with the SEC. There have been no significant changes in the company's internal controls or in other factors which could significantly affect intern al controls subsequent to the date the company completed its evaluation.

The following documents or the portions thereof indicated are filed as a part of this report.

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.