ITEM 1. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
Bausch & Lomb Incorporated is a world leader in the development, manufacture and marketing of products that go in or on 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 1997 are discussed below.
The year ending December 27, 1997 set the stage for growth as significant progress was made in transforming the company from a diversified healthcare and optics company to one focused on global eye care. Reported revenues for 1997 were $1,916 million, a decrease of $11 million or less than 1% from 1996. Net earnings for 1997 amounted to $49 million, or $0.89 per diluted share, compared to $83 million or $1.47 per diluted share, reported in 1996. Significant operational matters affecting both periods included restructuring charges, disposition of non-core businesses and litigation charges.
In early 1997, the company's board of directors approved plans to further restructure all business segments as well as certain corporate administrative functions. This restructuring effort is expected to significantly reduce the company's fixed cost structure and realign the organization to meet its strategic objectives. These actions resulted in the recording of pre-tax restructuring charges of $72 million in 1997. The program is expected to generate annual pre-tax savings of approximately $100 million by 1999. Savings will be generated from projects related to the company's manufacturing processes, including plans to phase out sunglass component manufacturing at the company's Frame Center in Rochester, New York. Savings will also come from restructuring administrative functions. The projects are expected to result in improved operating margins, particularly in the eyewear business, and greater flexibility to invest in growth opportunities.
In April 1997, the company acquired the assets and trademarks of the Killer Loop eyewear brands from Benetton Sportsystem of Italy in a transaction valued at approximately $43 million. Prior to the acquisition, the company had an exclusive agreement to market Killer Loop eyewear products.
The company announced in November 1997 that it had entered into an administrative Consent Order with the Securities and Exchange Commission (SEC), bringing to a close the SEC's three-year investigation into certain contact lens and sunglass transactions that were improperly recorded as sales for the 1993 fiscal year. The company did not admit or deny liability and no fines or penalties were imposed.
In a related matter, the company, without admitting any liability, agreed to pay $42 million in cash to settle a three- year-old consolidated shareholder class action suit where it was claimed that the company knowingly misrepresented its 1993 earnings. The company's insurance carrier will pay a substantial portion of the cost of the settlement. The company recorded a pre-tax charge of $21 million in the fourth quarter to cover the cost of the proposed settlement.
In December 1997, the company sold its Thin Film Technology Division to Applied Image Inc. for $9 million. There was no material gain or loss on the transaction. The division manufactured and applied optical thin film coatings for various eyewear, lighting, optical, commercial and industrial applications.
In late 1997, the company secured a $900 million 364-day revolving credit facility and a $300 million five-year revolving credit facility. These new facilities are being used to support borrowings to fund
the acquisitions of Storz and Chiron Vision, which were consummated subsequent to fiscal year end and are described below, as well as to provide funds for operations of the existing businesses. The interest rate applicable to borrowing under the agreements is based on the LIBOR rate, or, at the company's option, the higher of several other common indices. No debt was outstanding under these agreements at December 27, 1997.
On December 29, 1997, the company completed the acquisition of Chiron Vision Corporation (Chiron Vision), the ophthalmic products unit of Chiron Corporation, for $300 million in cash. Chiron Vision researches, develops and manufactures innovative products that improve results in cataract and refractive surgery, and the treatment of progressive eye diseases.
On December 31, 1997, the company also completed the acquisition of Storz Instrument Company (Storz), a subsidiary of American Home Products Corporation, for $380 million in cash. Storz is a leading international manufacturer and distributor of high quality ophthalmic surgical instruments, surgical and diagnostic equipment, intraocular lens implants and ophthalmic pharmaceuticals.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Information concerning sales, business segment earnings and identifiable assets attributable to each of Bausch & Lomb's reportable industry segments is set forth on pages 26-30 and 46- 47 of the Annual Report and are incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Industry Segments. Bausch & Lomb's operations are classified into four industry segments: vision care, eyewear, pharmaceuticals and healthcare. Below is a description of each segment and information to the extent that it is material to an understanding of the company's business taken as a whole. Additional information can be found on pages 8-21 of the Annual Report and are incorporated herein by reference.
Vision Care - The vision care segment includes contact lenses and lens care products. Vision care products are marketed to licensed eye care professionals, pharmaceutical retailers and mass merchandisers by the company's own sales force and distributors.
Eyewear - The eyewear segment includes premium-priced sunglasses and vision accessories. Eyewear products are distributed worldwide through the company's direct sales force, as well as through distributors, wholesalers and manufacturer's representatives. These products are marketed through optical stores, sunglass specialty stores, department stores, catalog showrooms, mass merchandisers and sporting goods stores.
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) 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.
Healthcare - Included in this segment are businesses which provide purpose-bred laboratory animals, pathogen-free eggs, biomedical products and services, hearing aids and skin care products. Biomedical products are sold through the company's own sales force to the scientific research community. Hearing aids are distributed primarily through the Miracle-Ear franchise system and company-owned stores. Skin care products are sold through the company's sales force and brokers to drug stores, food stores, mass merchandisers, warehouse clubs and the military class of trade.
Suppliers and Customers. Materials and components in all four of the company's industry segments are purchased from a wide variety of suppliers and 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 eyewear segment approximately 13% of segment sales are attributable to Sunglass Hut International and in the vision care segment approximately 10% of segment sales are attributable to Wal-Mart.
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, Bausch & Lomb has developed significant consumer and eye care professional recognition of products sold under the Bausch & Lomb, ReNu, ReNu MultiPlus, Sensitive Eyes, SeeQuence, Medalist, Boston, Optima FW and SofLens66 trademarks. Ray-Ban, Revo, Wayfarer, Arnette and Killer Loop are trademarks receiving substantial consumer recognition in the eyewear segment. Bausch & Lomb and Dr. Mann Pharma are trademarks receiving substantial consumer recognition in the pharmaceuticals segment. In the healthcare segment, Miracle-Ear, Mirage, Curel, Soft Sense and Charles River are trademarks receiving significant consumer and industry professional recognition.
Seasonality and Working Capital. Some seasonality exists for sunglasses in the eyewear segment. The accumulation of inventories of such products in advance of expected shipments reflects the seasonal nature of the products. In general, the working capital practices followed in each of the company's industry segments are typical of those businesses.
Competition. Each industry is highly competitive in both U.S. and non-U.S. markets. In all of its segments, Bausch & Lomb competes on the basis of product performance, quality, technology, price, service, warranty and reliability. In the eyewear segment, the company also competes on the basis of style.
Research and Development. Research and development constitutes an important part of Bausch & Lomb's activities. In 1997, the company's research and development expenditures totaled $67 million, as compared to $75 million in 1996 and $66 million in 1995.
Environment. Although Bausch & Lomb 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 1997 and are not anticipated to be material for 1998 or 1999.
Year 2000 Software Compliance. Information regarding the identification and resolution of year 2000 data and processing issues is set forth on page 36 of the Annual Report and such information is incorporated herein by reference.
Number of Employees. Bausch & Lomb employed approximately 13,000 persons as of December 27, 1997.
(d)	FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
Information as to sales, operating earnings and identifiable assets attributable to each of Bausch & Lomb's geographic regions, and the amount of export sales in the aggregate, is set forth on pages 31-32 and 46 of the Annual Report and is incorporated herein by reference.
ITEM 2.
ITEM 2. PROPERTIES
The principal manufacturing, distribution and production facilities and other important physical properties of Bausch & Lomb at March 1, 1998 are listed below and are grouped under the principal industry segment to which they relate. Certain properties relate to more than one industry segment. Except where otherwise indicated by footnote, all properties shown are held in fee and are not subject to major encumbrances.
Eyewear Manufacturing Plants Distribution Centers
Beijing, China (2) San Clemente, CA (2) Bhiwadi, India Sunnyvale, CA (2) Waterford, Ireland (2) San Antonio, TX Rochester, NY (Frame Center) Richmond Hill, Ontario, San Antonio, TX Canada (2) New Territories, Hong Kong (2) Hoofdorp, Netherlands (2) Nuevo Laredo, Mexico (2) North Ryde, Australia (2) Guangzhou, China (2)
Healthcare Production Facilities
Hollister, CA (2) Houston, TX Lebanon, CT Brussels, Belgium Preston, CT St. Constant, Canada Storrs, CT Margate, England Voluntown, CT West Sussex, England Summerland Key, FL Lyon, France (2) Colbert, GA (2) St. Aubin-les-Elbeuf, France Eureka, IL St. Germain, France (2) Roanoke, IL Extertal, Germany Windham, ME Kisslegg, Germany Southbridge, MA (2) Sulzfeld, Germany West Brookfield, MA (2) Calco, Italy Wilmington, MA Atsugi, Japan Portage, MI Hino, Japan O'Fallon, MO Tskuba, Japan (2) Raleigh, NC Tuhuacan, Mexico (2) Pittsfield, NH Someren, Netherlands Newfield (Lakeview), NJ Barcelona, Spain (2) Stone Ridge (Kingston), NY Uppsala, Sweden (2) Charleston, SC (2) Budapest, Hungary (2) Prague, Czech Republic (2)
Manufacturing Plants Distribution Centers
Golden Valley, MN (1) Wilmington, MA (2) Kitchener, Ontario, Canada (2) Golden Valley, MN (1) Preston, CT (2)
Pharmaceuticals/Surgical Manufacturing Plants Distribution Centers
Tampa, FL Tampa, FL Berlin, Germany Bracknell, United Kingdom (2) Claremont, CA (2) Heidelberg, Germany (2) Irvine, CA Clearwater, FL St. Louis, MO Artarmon, Australia (2) Lyon, France (2)
Vision Care Manufacturing Plants Distribution Centers
Sarasota, FL (1) Rochester, NY (Optics Center) Wilmington, MA (2) (1)(2) Rochester, NY (Optics Center) Greenville, SC (2) (1)(2) Lynchburg, VA (2) Greenville, SC Richmond Hill, Ontario, Porto Alegre, Brazil Canada (2) Beijing, China (2) Guangzhou, China (2) Bhiwadi, India Hoofdorp, Netherlands (2) Waterford, Ireland (2) Livingston, Scotland (2) Milan, Italy Umsong-Gun (Seoul), Korea Livingston, Scotland (2) Barcelona, Spain Hastings, United Kingdom Madrid, Spain (2) North Ryde, Australia (2)
Corporate Facilities
Rochester, NY One Bausch & Lomb Place (2) Optics Center (1) (2) 1295 Scottsville Road (2)
(1) This facility is financed under a tax-exempt financing agreement (2) This facility is leased
Bausch & Lomb considers that its facilities are suitable and adequate for the operations involved. All facilities are being productively utilized.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
1. Since June of 1994, the company has defended several shareholder actions against the company, its former Chief Executive Officer and Chairman, Daniel E. Gill, and four other officers, alleging that the defendants made false and misleading statements about expected financial results. These actions have been consolidated in the United States District Court for the Western District of New York. On November 17, 1997, the company announced that it had entered into a memorandum of understanding with counsel representing the plaintiffs, agreeing to pay $42 million in full settlement of all claims. In entering into this proposed settlement, the company and the individual defendants have continued to deny all liability, but have settled in order to avoid the expense and burden of further litigation. The claimants include purchasers of the company's common stock from December 13, 1993 through January 25, 1995. The proposed settlement is subject to making appropriate notice to potential class members and a review by the Court of the fairness and adequacy of the terms of the settlement. The company's insurance carriers have agreed to contribute substantially toward this settlement and the company has recorded a one-time charge against 1997 fourth-quarter earnings of $21 million or $13 million after taxes.
2. Since December 1994, the company has been the subject of an investigation by the Securities and Exchange Commission (SEC) principally focused on the accounting treatment of (i) a 1993 contact lens sales program and (ii) Asian sunglass sales from late 1992 through early 1994. This investigation was concluded when the company, without admitting or denying liability, entered into a Consent Order with the SEC, which was announced on November 17, 1997. The Order imposed no financial penalties on the company.
3. The company has stipulated to certification by a New York State Supreme Court of a nationwide class of purchasers of Sensitive Eyes Rewetting Drops, Boston Rewetting Drops, ReNu Rewetting Drops and Bausch & Lomb Eye Wash between May 1, 1989 and June 30, 1995. This action arose out of matters commenced in 1994 and 1995 alleging that the company misled consumers in its marketing and sale of those products. Management vigorously defends the company's practices.
4. 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 of 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
Inapplicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR BAUSCH & LOMB INCORPORATED'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The sections entitled "Dividends" and "Quarterly Stock Prices" and table entitled "Selected Financial Data" on pages 34, 37 and 63, respectively, of the Annual Report are incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on page 63 of the Annual Report is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The section entitled "Financial Review" on pages 26-36 of the Annual Report is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The section entitled "Derivative Financial Instruments" on pages 42 and 58-59 of the Annual Report is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, including the notes thereto, together with the sections entitled "Report of Independent Accountants" and "Quarterly Results" on pages 38-61, 62 and 37 of the Annual Report, respectively, are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF BAUSCH & LOMB INCORPORATED
Information with respect to non-officer directors is included in the Proxy Statement on pages 3-7 and such information is incorporated herein by reference. Set forth below are the names, ages (as of March 1, 1998), 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 H. Waltrip (60) Chairman since January 1997; Chairman and Chief Executive Officer (1996); Chairman of Technology Solutions Company since 1993; Chief Executive Officer, Technology Solutions Company (1993-1995); Chairman and Chief Executive Officer of Biggers Brothers, Inc. (1991-1993).
William M. Carpenter (45) Chief Executive Officer since January 1997; President and Chief Operating Officer (1995-1996); Executive Vice President, Global Business Manager, Eyewear (1995-1996); President and Chief Executive Officer, Reckitt & Colman, Inc. (1994-1995); President and Chief Operating Officer, Reckitt and Colman, Inc. (1992-1994).
Dwain L. Hahs (45) Executive Vice President and President - Eyewear since April 1997; Senior Vice President, International Operations (1996-1997); Vice President and President Europe, Middle East and Africa Division (1994-1996); Vice President Field Operations Europe, Middle East and Africa Division (1992-1994).
Carl E. Sassano (48) Executive Vice President and President - Vision Care since January 1997; Senior Vice President and Global Business Manager, Vision Care (1996); Global Business Manager, Contact Lens Products (1994-1996); Senior Vice President and President, Contact Lens Division (1994-1996); Senior Vice President and President, Polymer Technology Corporation, a subsidiary of the company (1992- 1994).
Daryl M. Dickson (46) Senior Vice President, Human Resources since November 1996; Vice President Human Resources (Foods group), Quaker Oats Company (1993- 1996); Sector Director Organization, Staffing and Development, AlliedSignal Aerospace, AlliedSignal Inc. (1991-1993).
James C. Foster (47) Senior Vice President since 1994 and President and Chief Executive Officer of Charles River Laboratories, Inc., a subsidiary of the company, since 1991; Vice President (1991-1994).
Stephen C. McCluski (45) Senior Vice President and Chief Financial Officer since 1995; Vice President and Controller (1994); President, Outlook Eyewear Company (1992-1994).
Thomas M. Riedhammer (49) Senior Vice President and President, Worldwide Pharmaceuticals since February 1998; Senior Vice President and President, Worldwide Pharmaceutical, Surgical, and Hearing Care Products (1994-1998); Vice
President (1993-1994); President, Worldwide Pharmaceuticals (1994); President, Pharmaceutical Division (1992-1993).
Robert B. Stiles (48) Senior Vice President and General Counsel since June 1997; Staff Vice President and Assistant General Counsel (1994-1997); Assistant General Counsel (1991-1994).
Jurij Z. Kushner (47) Vice President, Controller since 1995; Vice 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.
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 10-13, 14-16, 17-18, 1- 2, 16, and 18, respectively, are incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement on page 8 is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The first paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change of Control Arrangements" on page 18 of the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14.
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 62
Balance Sheet at December 27, 1997 and December 28, 1996 39
For the years ended December 27, 1997, December 28, 1996 and December 30, 1995:
Statement of Earnings 38
Statement of Cash Flows 40
Notes to Financial Statements 41-61
2. Filed herewith
Report of Independent Accountants on Financial Statement Schedules Exhibit 24
For the years ended December 27, 1997, December 28, 1996 and December 30, 1995:
SCHEDULE II- Valuation and Qualifying Accounts Page S-1
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
Inapplicable.
(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)-w 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 23, 1998 By:/s/William M. Carpenter William M. Carpenter President 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 23, 1998 By:/s/William M. Carpenter William M. Carpenter President and Chief Executive Officer
Principal Financial Officer Date: March 23, 1998 By:/s/ Stephen C. McCluski Stephen C. McCluski Senior Vice President and Chief Financial Officer
Controller Date: March 23, 1998 By:/s/ Jurij Z. Kushner Jurij Z. Kushner Vice President and Controller
Directors Franklin E. Agnew William Balderston III 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 23, 1998 By:/s/Robert B. Stiles Robert B. Stiles Attorney-in-Fact
Bausch & Lomb Incorporated
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Reserves for Doubtful Accounts (Dollar December 27, December 28, December 30, amounts in thousands) 1997 1996 1995
Balance at beginning of year $ 13,278 $ 11,232 $ 16,830
Activity for the year: Provision charged to income 4,310 8,556 8,253
Reductions/(additions) resulting from divestiture/ (acquisition) activity 68 (399) (821)
Accounts written off (5,179) (6,899) (10,194)
Recoveries on accounts previously written off 1,538 788 634
Reclassifications -- -- (3,470) ------------------------------------
Balance at end of year $ 14,015 $ 13,278 $ 11,232 ------------------------------------ ------------------------------------
[FN] Represents reserves related to trade receivables which have been reclassified to Notes Receivable.
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 28, 1986 (filed as Exhibit (3)-b to the company's Annual Report on Form 10-K for the fiscal year ended December 28, 1986, 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 Rights Agreement between the company and The First National Bank of Boston, as successor to Chase Lincoln First Bank, N.A. (filed as Exhibit 1 to the company's Current Report on Form 8-K dated July 25, 1988, File No. 1-4105, and incorporated herein by reference).
(4)-f Amendment to the Rights Agreement between the company and The First National Bank of Boston, as successor to Chase Lincoln First Bank, N.A. (filed as Exhibit 1 to the company's Current Report on Form 8-K dated July 31, 1990, 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 1990 Stock Incentive Plan (filed as Exhibit (10)-y 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 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)-m 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)-n Amended and restated Executive Benefit Plan (filed as Exhibit (10)-t 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)-o Executive Security Program (filed as Exhibit (10)-s to the company's Annual Report on Form 10-K for the fiscal year ended December 30, 1989, File No. 1-4105, and incorporated herein by reference).
(10)-p 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)-q 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)-r Stock Purchase Agreement by and between Bausch & Lomb Incorporated and Chiron Corporation (filed as Exhibit 2(a) to the company's Current Report on Form 8-K dated January 13, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-s Purchase Agreement by and among American Cyanamid Company, American Home Products Corporation and Bausch & Lomb Incorporated (filed as Exhibit 2(b) to the company's Current Report on Form 8-K dated January 13, 1998, File No. 1-4105, and incorporated herein by reference).
(10)-t Amended and restated Charles River Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan (filed herewith).
(10)-u Agreement with William H. Waltrip (filed herewith).
(10)-v Corporate Officer Separation Plan (filed herewith).
(10)-w EVA Management Incentive Compensation Plan (filed herewith).
(11) Statement Regarding Computation of Per Share Earnings (filed herewith).
(12) Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed herewith).
(13) The Bausch & Lomb 1997 Annual Report to Shareholders for the fiscal year ended December 27, 1997 (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 Schedules 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).