March 24, 1994
Securities and Exchange
Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Bausch & Lomb Incorporated
File No. 1-4105
Dear Sirs:
On behalf of Bausch & Lomb Incorporated (the "Company"), the
Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1993 of shareholders to be held on April 26, 1994 is
being transmitted electronically to you, in accordance with EDGAR,
for filing pursuant to Section 13 of the Securities Exchange Act
of 1934.
The filing fee of $250.00 has been transferred to the Commission's
account at Mellon Bank in Pittsburgh, Pennsylvania.
Pursuant to Rule 901(d) of Regulation S-T and by copy of this
letter, one paper copy of this filing will be submitted to the
Commission within six business days of this date.
One complete copy of the Annual Report on Form 10-K, manually
signed, including financial statements, financial statement
schedules, exhibits and all other papers and documents filed as a
part thereof, and one additional copy without exhibits, are also
being filed by copy of this letter with the New York Stock
Exchange, on which the Company's Common Stock is registered.
If you have any questions relating to this letter, please contact
Jean F. Geisel, Assistant Secretary of the Company, at (716) 338-
6010.
Very truly yours,
/s/ Stephen A. Hellrung
Stephen A. Hellrung
Vice President and General Counsel
Paper copies to:
Securities and Exchange Commission - Charles C. Leber D. Sandra
Coughlin,
New York Stock Exchange
(Via Overnight Courier)
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, l993 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 CHASE SQUARE, ROCHESTER, NEW YORK 14604
(Address of principal executive offices)
(Zip Code)
Registrant's telephone no., including area code:(716)
3386000
Securities registered pursuant to Section 12(b) of the
Act: Name of each exchange
on
Title of each class which registered
Common Stock, $.40 par value New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act: None
[Cover page 1 of 2 pages]
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 11, 1994) of the voting stock held by
non-affiliates of the registrant was $3,056,170,482. For the sole
purpose of making this calculation, the term "non-affiliate" has
been interpreted to exclude directors and corporate 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 corporate officers
that such directors and corporate officers are "affiliates" of
Bausch & Lomb Incorporated, as that term is defined under the
Securities Act of 1933.
The number of shares of common stock of the registrant,
outstanding as of February 11, 1994 was 59,150,228, consisting of
58,632,444 shares of Common Stock and 517,784 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 and II The Bausch & Lomb 1993 Annual Report to
Shareholders for fiscal year ended December 25, 1993 ("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 10K.
Part III Bausch & Lomb Incorporated Proxy Statement,
dated March 21, 1994 ("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.
[Cover page 2 of 2 pages]
TABLE OF CONTENTS
PART I PAGE
Item 1. Business
................................ 1
Item 2. Properties
.............................. 5
Item 3. Legal Proceedings
....................... 7
Item 4. Submission of Matters to a Vote
of Shareholders
......................... 9
PART II
Item 5. Market for Bausch & Lomb
Incorporated's
Common Stock and Related
Shareholder Matters
...............................
.. 9
Item 6.
Selected
Financial Data ................. 9
Item 7.
Management's
Discussion and
Analysis of Financial Condition
and Results of
Operations................ 9
Item 8. Financial Statements and
Supplementary Data
...................... 9
Item 9. Changes in and Disagreements
with Accountants
on Accounting and Financial
Disclosure ................ 9
PART III
Item 10. Directors and
Executive Officers
of Bausch & Lomb
Incorporated............ 10
Item 11. Executive Compensation
.................. 13
Item 12. Security Ownership of Certain
Beneficial Owners and
Management ........ 13
Item 13. Certain Relationships and
Related Transactions
.................... 13
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form
8-K .... 13
Signatures
.........................................
15 Schedules
..........................................
S-1 Exhibit Index
...................................... E-1
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 products and services
for the personal health, medical, biomedical and optics fields.
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 Incorporated during
1993 are discussed below.
The Company experienced good progress in 1993. Sales
increased to $1,872 million, 10% above the 1992 amount of $1,709
million. Including restructuring charges in 1993, earnings
amounted to $156.5 million or $2.60 per share. Excluding these
charges, earnings advanced to $193.0 million, or $3.21 per share,
a 13% increase over the 1992 amounts of $171.4 million and $2.84
per share.
(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 3440 and 51-52
of the Annual Report and is incorporated herein by reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS
Bausch & Lomb's operations have been classified into two
industry segments: Healthcare and Optics. 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.
In addition, pages 22-32 of the Annual Report are incorporated
herein by reference.
Healthcare
The Healthcare segment includes personal health, medical and
biomedical products. In the personal health area, major lines
include solutions used for the care of contact lenses and for the
relief of eye irritation, contact lens accessories, Clear Choice
mouthwash, certain over-the-counter pharmaceutical products, the
Interplak power toothbrushes and other oral care products, and
Curel and Soft Sense skin care products. Medical products include
contact lenses and lens materials, prescription drugs, the Miracle-
Ear line of hearing aids and Steri-Oss dental implants.
Biomedical products include purpose-bred laboratory animals for
biomedical research, products derived from specific pathogenfree
eggs, and a variety of other biotechnical and professional
services provided to the scientific research community.
The Company markets its personal health products in the U.S.
to practitioners through its own sales force and through drug
stores, food stores, and mass merchandisers. Personal health
products are also marketed through an extensive international
marketing organization. Distribution in many other countries is
accomplished through distributors or dealers. Medical products
are
marketed through the Company's sales force to eyecare and dental
care practitioners, independent optical laboratories, and
hospitals. Hearing aids are distributed through the Miracle-Ear
franchise system. Sales to pharmacies are handled by drug
wholesalers, while marketing of medical products outside the U.S.
is accomplished through the Company's extensive international
marketing organization. In some countries, distribution is
handled through dealers or distributors. Biomedical products are
sold primarily through the Company's sales force worldwide.
The Company acquired Steri-Oss, Inc., a California
manufacturer of dental implants, during the first quarter of 1993.
The breadth and quality of its line of coated and uncoated
titanium implants has earned Steri-Oss an excellent reputation
among dental professionals.
During the second quarter of 1993, Bausch & Lomb acquired the
Curel and Soft Sense lines of skin care products from S. C.
Johnson and Son, Inc. These lines are expected to benefit from
the Company's marketing and distribution expertise.
The acquisition of Dahlberg, Inc. during the third quarter of
1993 expanded Bausch & Lomb's participation in the hearing care
field. Dahlberg is the maker of the Miracle-Ear line of hearing
aids, a widely recognized hearing aid brand name, which has over
1,000 franchised locations in the U.S.
During the fourth quarter of 1993, the Company received
licenses to product several generic pharmaceuticals in its state-
of-the-art, aseptic manufacturing plant in Tampa, Florida.
Additional approvals are anticipated during 1994.
The Company introduced the Occasions line of contact lenses
in 1993. Occasions are worn only once before being discarded and
will be especially beneficial in selected situations when contact
lenses are preferred over spectacles.
Vivivit Q10 vitamins were introduced in Germany by the Company's
Dr. Mann
Pharma subsidiary during the second half
of 1993. Favorable trade acceptance of this product led to a
successful launch.
Optics
The principal products of the Company's Optics segment
include sunglasses, binoculars, riflescopes, telescopes and
optical thin film applications and products.
Optical products are distributed worldwide through
distributors, wholesalers, manufacturers' representatives, and
independent sales representatives. These products are also
distributed through the Company's sales force to optical stores,
department stores, catalog showrooms, mass merchandisers, sporting
goods stores and, in the case of optical thin films, to a variety
of industrial customers.
During 1993, the Company launched the Ray-Ban Survivors line
of sunglasses. These products feature DiamondHard lens coatings
which render glass lenses more scratch resistant. These sunglasses
met with good acceptance among active, outdoor oriented consumers.
The Company also introduced the Bausch & Lomb Elite riflescope
during the
year. It features multi-coated optics, durable construction and
proven accuracy. It is expected to meet with good aceptance among
consumers who demand the highest quality riflescopes.
Raw Materials and Parts; Customers
Materials and components in both 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 in either of
its industry segments is dependent upon a single or a few
customers.
Patents, Trademarks & 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 patents or patent licenses relating to
any particular product or process is material to either industry
segment. The Company actively pursues technology development and
acquisition as a means to enhance its competitive position in its
business segments.
In the healthcare segment, Bausch & Lomb has developed
significant consumer, eye care professional and dental care
professional recognition of products sold under the Bausch & Lomb,
Sensitive Eyes, ReNu, Boston, SeeQuence, Medalist, The Boston
Lens, Optima, Soflens, Charles River, VAF/Plus and Interplak
trademarks. Bausch & Lomb, Ray-Ban, Wayfarer and Bushnell are
trademarks receiving substantial consumer recognition in the
optics segment.
Seasonality and Working Capital
Some seasonality exists for the Interplak line of power
toothbrushes in the Healthcare segment and for sunglasses and
sports optics products in the Optics segment. During some
periods, 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 segment is highly competitive in both U.S. and
non-U.S. markets. In both of its segments, Bausch & Lomb competes
on the basis of product performance, quality, technology, price,
service, warranty and reliability. In the Optics 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 1993, the Company's research and
development expenditures totaled $58 million, as compared to $53
million in 1992 and $49 million in 1991.
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 1993 and
are not anticipated to be material in 1994 or 1995.
Number of Employees
Bausch & Lomb employed approximately 15,900 persons as of December
25,
1993.
(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
page 51 of the Annual Report and is incorporated herein by
reference.
ITEM 2. PROPERTIES
The principal manufacturing, distribution and production
facilities and other important physical properties of Bausch &
Lomb at March 1, 1994 are listed hereafter and 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.
HEALTHCARE
Manufacturing Plants Distribution Centers
Yorba Linda, CA (2) Yorba Linda, CA (2)
Sarasota, FL (1) Tampa, FL
Tampa, FL Tucker,
GA (2)
Wilmington, MA (2) Golden
Valley, MN (1)
Golden Valley, MN (1)
Greenville, SC (2)
Hauppauge, NY (2)
Lynchburg, VA (2)
Rochester, NY (1),(2) Turtle
Lake, WI (1)
(Optics Center)
Greenville, SC
Turtle Lake, WI (1)
North Ryde, Australia (2)
Porto Alegre, Brazil
Rio de Janeiro, Brazil (2)
Kitchener, Canada (2)
Beijing, China (2)
Berlin, Germany
Bhiwadi, India
Jakarta, Indonesia (2)
Waterford, Ireland (2)
Milan, Italy
Umsong-Gun (Seoul), Korea
Naucalcan, Mexico (2)
Barcelona, Spain
Madrid, Spain
Hastings, United Kingdom
Production Facilities
Hollister, CA (2) Brussels,
Belgium
Lebanon, CT (2) St.
Constant, Canada
Preston, CT (2) Henfield,
England
Summerland Key, FL Margate,
England
Roanoke, IL (2) L'Arbresle
Cedex, France
Wilmington, MA (2) Lyons,
France
Windham, ME (2) St. Aubin-les-
Elbeuf, France
Portage, MI (2) Extertal,
Germany
O'Fallon, MO (2) Kisslegg,
Germany
Raleigh, NC (2)
Sulzfeld, Germany
Omaha, NE (2)
Calco, Italy
Pittsfield, NH (2) Monticello
Brienza, Italy
Newfield (Lakeview), NJ (2) Atsugi,
Japan
Stone Ridge (Kingston), NY Hino,
Japan
Reinholds, PA (2)
Tskuba, Japan (2)
Charleston, SC
Someren, Netherlands
Houston, TX Barcelona,
Spain (2)
Oregon, WI (2)
OPTICS
Manufacturing Plants
Distribution Centers
Mountain View, CA (2) Mountain
View, CA (2)
Oakland, MD Richmond
Hill, Canada (2)
Rochester, NY (1),(2) Broomfield,
CO
(Optics Center)
Overland Park, KS (2) Rochester, NY
Rochester, NY (1), (2)
(Frame Center)
(Optics Center)
San Antonio, TX San
Antonio, TX
North Ryde, Australia (2)
Rio de Janeiro, Brazil (2)
Pforzheim, Germany
New Territories, Hong Kong (2)
Bhiwadi, India
Waterford, Ireland (2)
Naucalcan, Mexico (2)
Nuevo Laredo, Mexico (2)
CORPORATE FACILITIES
Rochester, NY
One Chase Square (23rd, 24th, 25th Floors) (2)
Euclid Street (2) 42 East Avenue (2)
Optics Center (1),(2)
1295 Scottsville Road (2)
[FN]
(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. LEGAL PROCEEDINGS
1. In June 1990, the Company was served with six "toxic
tort" suits filed against it and approximately 80 other defendants
in the 21st Judicial District Court of Louisiana. These suits,
which have been certified as a class action, alleged claims for
personal injury, property damage and "fear of cancer" from waste
allegedly generated by the Company and others and transported to
an oil reclamation site in Louisiana. Each suit alleges joint and
several liability and claims actual and exemplary damages
exceeding 10% of the current assets of the Company on a
consolidated basis, the Company believes that if its waste is or
was present at the site, such waste would have amounted to
approximately 0.1% of the site's total waste, and that its share
of liability, if any, would be de minimis relative to other
defendants' potential liability and that is is not material to the
financial condition of the Company. On January 25, 1993, the
Company and ten other defendants were dismissed from the action
without prejudice, by a motion of the plaintiffs. It is probable
that either the plaintiffs or one or more of the defendants will
seek to bring the Company back into the proceedings.
2. Since August 1993, the Company's wholly-owned
subsidiary, Dahlberg, Inc., has been served with seven lawsuits by
individuals seeking to represent a class of consumers, including
one action in the United States District Court for the Northern
District of California, five actions in the Fourth Judicial
District for the State of Minnesota and one in the Circuit Court,
Barbour County, Alabama. Each action has been brought on behalf
of alleged purchasers of Miracle-Ear hearing aids equipped with
the Clarifier circuitry, which were
manufactured and distributed by Dahlberg. The complaints allege
that Dahlberg induced plaintiffs and others similarly situated to
purchase hearing aids through allegedly false and misleading
statements concerning the performance capabilities of the
Clarifier circuitry. Plaintiffs allege fraud, negligence, and
violation of federal and state statutes and are seeking
compensatory and punitive damages in an unstated amount.
Dahlberg is vigorously contesting the claims of the plaintiffs,
including their claim to be representatives of a class.
3. In January 1994, the Department of Justice, acting on
behalf of the Federal Trade Commission, commenced an action in the
United States District Court for the District of Minnesota against
Dahlberg, Inc., a wholly-owned subsidiary of the Company. The FTC
is seeking civil penalties and injunctive relief, claiming that
certain intended use claims in advertisements for hearing aids
equipped with the Clarifier circuitry violated a 1976 consent
order between the FTC and Dahlberg. The action seeks penalties of
up to $10,000 for each publication of the advertisements.
Dahlberg is vigorously contesting both the FTC's authority to
regulate intended use claims for hearing aids and the allegation
that the subject advertising violated the 1976 consent order.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SHAREHOLDERS
Inapplicable.
PART II
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 44,
45 and 64-65, respectively, of the Annual Report are incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on pages 6465 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 34-45 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 sections entitled "Report of Independent
Accountants" and "Quarterly Results" of the Annual Report
included on pages 46-63, 63 and 45, respectively, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Inapplicable.
PART III
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, 1994), 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
Daniel E. Gill (57) Chairman since 1982, Chief Executive
Officer since 1981 and Director since l978.
Ronald L. Zarrella (44) President and Chief Operating Officer
since February, 1993; Executive Vice President (1992February,
1993); Senior Vice President and President, International Division
(1987-1993); Vice President and President, Subsidiary Operations,
International Division (1986-1987), and Director since April,
1993.
Henry L. Foster (68) Senior Vice President since 1988,
and Chairman of the Board since 1947 of Charles River
Laboratories, Inc., a subsidiary of the Company; President and
Chief Executive Officer, Charles River Laboratories, Inc. (1947-
1991); Vice President (1986-1988).
Jay T. Holmes (51) Senior Vice President, Corporate Affairs since
1983, Secretary since 1981 and Director since l986.
Harold O. Johnson (59) Senior Vice President since l985 and
President, Contact Lens Division since l987; President,
International Operations (1985-1987).
James E. Kanaley (52) Senior Vice President since l985 and
President, Personal Products Division since l987; President,
Professional Eye Care Products Group (l985-l987).
Robert J. Palmisano (49) Senior Vice President since 1992 and
President, Eyewear Division since 1988; Vice President (19841992);
President, Sports Optics and Scientific Products Group (1986-
1988).
Carl E. Sassano (44) Senior Vice President since 1992;
Vice President (1986-1992); President, Polymer Technology
Corporation, a subsidiary of the Company (1983-1992).
Peter Stephenson (54) Senior Vice President - Finance
since March 1994; Vice President and Controller (February 1993-
February 1994); Vice President and Corporate Treasurer Warner
Lambert Company (1990-1991); Vice President and Corporate
Controller - Warner Lambert Company (1987-1990).
Frank M. Stotz (63) Senior Vice President since March
1994; Senior Vice President, Finance 1991 to March 1994; Partner,
Price Waterhouse (1966-1991).
Omar Casal (44) Vice President and President -
Western Hemisphere Division since 1992; General Manager, Bausch &
Lomb IOM S.p.A. (1989-1992); General Manager, Bausch
& Lomb Australia Pty., Ltd. (1985-1989).
James C. Foster (43) Vice President, and President and
Chief Executive Officer of Charles River Laboratories, Inc., a
subsidiary of the Company, since 1991; Executive Vice President,
Charles River Laboratories (19891991); Senior Vice President,
Charles River Laboratories and President, Charles River
Biotechnical Services (1987-1988); President, Charles River
Biotechnical
Services and Vice President, Biotechnical Group (1985-1987).
James P. Greenawalt (44) Vice President, Human Resources since
1986.
Diane C. Harris (51) Vice President, Corporate
Development since 1981.
Stephen A. Hellrung (46) Vice President and General Counsel since
1985.
Alexander E. Izzard (56) Vice President and President -
AsiaPacific Division since 1990; Area Vice President - Far East,
International Division since 1985.
Franklin T. Jepson (46) Vice President, Communications and
Investor Relations since 1986.
Barbara M. Kelley (47) Vice President, Public Affairs since
April, 1993; Staff Vice President, Public Affairs (19911993);
Director, Public Affairs (1986-1991).
Alex Kumar (46) Vice President and President -
Europe, Middle East and Africa Division since 1989; Vice
President, Europe, Middle East and Africa, International Division
since 1988; Vice President, European Subsidiary Operations,
International Division (1987-1988); Area Vice President, Europe,
International Division (1986-1987).
Jon M. Larson (60) Vice President since 1981 and Vice
President, Quality since 1987; Vice President, Regulatory Affairs
(1989-1991); Vice President, Technical Services, International
Operations (1986-1987).
Stephen C. McCluski (41) Vice President and Controller since March
1994; President - Outlook Eyewear Company (1992February 1994);
Vice President Controller, Eyewear Division (1989-1992).
B. Joseph Messner (41) Vice President since 1989 and
President, Sports Optics Division since 1988; Vice President
Operations, Sports Optics Division (1987-1988); Vice President and
Controller, Sunglass Division (1984-1987).
Alan H. Resnick (50) Vice President and Treasurer since
1986.
Thomas M. Riedhammer (45) Vice President and President Worldwide
Pharmaceuticals since January 1994; Vice President and President
Pharmaceutical Division (1992-1993); Vice President - Research and
Development, Pharmaceutical Division (1991-1992); Vice President,
Paco Pharmaceutical Services, Inc. and President, Paco Research
Corp. (1986-1991).
Robert F. Thompson (40) Vice President since December 1993 and
President Polymer Technology Corporation, a subsidiary of the
Company (1992-1993); Vice President - U.S. Business
Operations, Polymer Technology Corporation (1991-1992); Vice
President Marketing, Polymer Technology Corporation (19881991).
James J. Ward (56) Vice President - Audit Services since
February, 1993;
Vice President (1984-1993); Controller (1985-1993).
Except for Henry and James Foster, who are father and son,
there are no family relationships among the persons named above.
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 between 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 "Compensation Tables" and "Defined Benefit
Retirement Plans", the
second through fourth paragraphs of the section entitled "Board
of Directors", and the second paragraph of the section entitled
"Related Transactions and Employment Contracts" included in the
Proxy Statement on pages 15-21, 1-2 and 21, 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 Management" in the Proxy Statement on pages
8-9 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Page 5 and the first paragraph of the section entitled
"Related Transactions and Employment Contracts" on page 21 of the
Proxy Statement are 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 63
Balance Sheet at December 25, 1993
and December 26, 1992 47
For the years ended December 25, 1993,
December 26, 1992 and December 28,
1991:
Statement of Earnings
46 Statement of Cash Flows
48
Notes to Financial Statements 49-63 2.
Filed herewith Report of Independent Accountants
on Financial Statement Schedules Exhibit (24)
For the years ended December 25, 1993,
December 26, 1992 and December 28,
1991:
SCHEDULE II-Amounts Receivable from
Page S-1 Related Parties and
Underwriters,
Promoters and Employees Other Than
Related Parties
SCHEDULE V-Property, Plant and
Page S-2 Equipment
SCHEDULE VI-Accumulated Depreciation Page S-3
and Amortization of Property, Plant
and Equipment
SCHEDULE VIII-Valuation and Qualifying Page S-4
Accounts
SCHEDULE X-Supplementary Income Page S-5
Statement Information
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
No reports on Form 8-K were filed by the Company during the
last quarter of 1993.
(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)-u is a management
contract or compensatory plan or arrangement required to be filed
as an exhibit to this form pursuant ot 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, 1994 By:/s/ Daniel E. Gill
Daniel E. Gill 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, 1994 By:/s/Daniel E. Gill
Daniel E. Gill
Chairman,
Chief Executive
Officer
and Director
Principal
Financial Officer
Date: March 22, 1994 By:/s/ Peter
Stephenson
Peter Stephenson
Senior Vice
President, Finance
Controller
Date: March 22,
1994
By:/s/ Stephen C. McCluski
Stephen C. McCluski,
Vice
President and Controller
Directors
Franklin E.
Agnew
William Baldersto
n III
Bradfo
rd R.
Boss
Ruth
R.
McMull
in
John
R.
Purcel
l
Linda
Johnso
n Rice
Robert
L.
Tarnow
Alvin
W.
Trivel
piece
William H. Waltrip
Kenneth L.
Wolfe Ronald L.
Zarrella
Date: March
22, 1994
By:/s/Jay T.
Holmes
Jay T. Holmes Attorney-in-Fact
and Director
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE II - AMOUNTS RECEIVABLE
FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND
EMPLOYEES OTHER THAN
RELATED PARTIES
<CAPTION>
Balance
1991
1991 Balance
12/29/90
Additions Deductions 12/28/91
<S> <C>
<C> <C> <C>
James N. Doyle -
$10,969
- $10,969
Henry L. Foster -
1,109,567
$1,109,567 -
James C. Foster -
33,301
- 33,301
Daniel E. Gill 532,204
-
5,411 526,793
Diane C. Harris 296,079
-
285,054 11,025
Jay T. Holmes 176,452
41,641
50,542 167,551
Alexander E. Izzard 52,511
24,131
525 76,117
Franklin T. Jepson -
40,164
14,766 25,398
Harold O. Johnson 126,723
-
1,376 125,347
James E. Kanaley -
-
- -
Carl E. Sassano 59,252
-
599 58,653
Ronald L. Zarrella -
-
- -
Stephen P. Kelbley 74,786
-
74,786 -
<CAPTION>
Balance
1992
1992 Balance
12/28/91
Additions Deductions 12/26/92
<S> <C>
<C> <C> <C>
James N. Doyle
$10,969 $125,258 $870
$135,357
Henry L. Foster
- 418,449 - 418,449
James C. Foster
33,301 133,218 333
166,186
Daniel E. Gill
526,793 5,411
521,382
Diane C. Harris
11,025 126
10,899
Jay T. Holmes
167,551 117,241 1,739
283,053
Alexander E. Izzard
76,117 86,952 766
162,303
Franklin T. Jepson
25,398 51,967 19,242
58,123
Harold O. Johnson
125,347 95,322 1,375
219,294
James E. Kanaley
- 99,960
- 99,960
Carl E. Sassano 58,653
99,903
58,653 99,903
Ronald L. Zarrella -
-
- -
Stephen P. Kelbley -
-
- -
<CAPTION>
Information Related
to 12/25/93 Balance
Balance
1993
1993 Balance Due
Interest Terms
12/26/92
Additions Deductions 12/25/93
Dates Rates of
RepaymenCollateral
<S> <C>
<C> <C> <C> <C>
<C> <C> <C>
James N. Doyle $135,357
$15,756
$1,362 $149,751 (1)
3.62% 1% per year"B" Stock
Henry L. Foster 418,449
-
4,185 414,264 (1)
3.62% 1% per year"B" Stock
James C. Foster 166,186
19,113
1,666 183,633 (1)
3.62% 1% per
year"B" Stock
Daniel E. Gill 521,382
5,411 515,971 (1)
3.62% 1% per year"B" Stock
Diane C. Harris 10,899
453,978 227,442 237,435
(1) 3.62% 1% per year"B"
Stock
Jay T. Holmes 283,053
2,911 280,142 (1)
3.62% 1% per year"B" Stock
Alexander E. Izzard 162,303
221,922 163,524 220,701
(1) 3.62% 1% per year"B"
Stock
Franklin T. Jepson 58,123
86,682 29,916 114,889
(1) 3.62% 1% per year"B"
Stock
Harold O. Johnson 219,294
107,958 83,911 243,341
(1) 3.62% 1% per
year"B" Stock
James E. Kanaley
99,960 367,781 99,960
367,781 (1) 3.62% 1%
per year"B" Stock
Carl E. Sassano
99,903 98,955 998
197,860 (1) 3.62% 1%
per year"B" Stock
Ronald L. Zarrella
- 136,793
- 136,793 (1) 3.62%
1% per year"B" Stock
Stephen P. Kelbley -
-
- -
<FN>
Amounts receivable relate solely
to the Company's 1975 Stock
Option Plan and 1982 and 1987
Stock Incentive Plans.
(1) Notes are due within 5 years
following retirement. Notes are
due within 90
days of leaving the Company under
circumstances other than
retirement.
S-1
</TABLE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE V - PROPERTY, PLANT
AND EQUIPMENT
<CAPTION>
(Dollar amounts in thousands)
1991 Activity
Balance Balance
Classification 12/29/90
Additions Retirements Other
12/28/91
<S>
<C> <C> <C> <C>
<C>
Land $20,805
$213 ($1,005) $1,608 $21,621
Leasehold improvements 13,187
2,895 (2,071) 1,949 15,960
Buildings 270,727
26,683 (4,177) 7,404 300,637
Machinery and equipment 370,925
58,798 (6,404) 2,196 425,515
Total $675,644
$88,589 ($13,657) $13,157 $763,733
<CAPTION>
(Dollar amounts in thousands)
1992 Activity
Balance Balance
Classification 12/28/91
Additions Retirements Other
12/26/92
<S>
<C> <C> <C> <C>
<C>
Land $21,621
$605 ($78) $220 $22,368
Leasehold improvements 15,960
5,284 (1,562) 1,838 21,520
Buildings 300,637
41,738 (4,614) (1,595) 336,166
Machinery and equipment 425,515
71,704 (15,770) (8,418) 473,031
Total $763,733
$119,331 ($22,024) ($7,955)
$853,085
<CAPTION>
(Dollar amounts in thousands)
1993 Activity
Balance Balance
Classification 12/26/92
Additions Retirements Other
12/25/93
<S>
<C> <C> <C> <C>
<C>
Land $22,368
$430 ($2,823) $809 $20,784
Leasehold improvements 21,520
2,651 (154) 1,513 25,530
Buildings 336,166
12,178 (7,854) 9,683 350,173
Machinery and equipment
473,031 91,973 (17,119)
(4,973) 542,912
Total
$853,085 $107,232 ($27,950)
$7,032
$939,399
S-2
</TABLE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE VI - ACCUMULATED
DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
(Dollar amounts in thousands)
Balance 1991
Activity Balance
Classification 12/29/90
Additions Retirements Other
12/28/91
<S>
<C> <C>
<C> <C> <C>
Leasehold improvements $6,905
$1,882 ($1,878) $99 $7,008
Buildings 71,544
14,192 (1,657) 1,139 85,218
Machinery and equipment 178,436
41,251 (5,779) (270) 213,638
Total $256,885
$57,325 ($9,314) $968 $305,864
<CAPTION>
(Dollar amounts in thousands)
Balance
1992 Activity
Balance
Classification 12/28/91
Additions Retirements Other
12/26/92
<S>
<C> <C> <C> <C>
<C>
Leasehold improvements $7,008
$2,150 ($1,497) $1,443 $9,104
Buildings 85,218
14,772 (3,216) (745) 96,029
Machinery and equipment 213,638
46,427 (13,965) (2,070) 244,030
Total $305,864
$63,349 ($18,678) ($1,372) $349,163
<CAPTION>
(Dollar amounts in thousands)
Balance
1993 Activity
Balance
Classification 12/26/92
Additions Retirements Other
12/25/93
<S>
<C> <C> <C> <C>
<C>
Leasehold improvements $9,104
$2,882 ($386) $1,251 $12,851
Buildings 96,029
18,457 (3,319) 834 112,001
Machinery and equipment 244,030
50,662 (15,142) (6,064) 273,486
Total $349,163
$72,001 ($18,847) ($3,979) $398,338
S-3
</TABLE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE VIII - VALUATION
AND QUALIFYING ACCOUNTS
<CAPTION>
Reserves for Doubtful Accounts
12/25 12/26 12/28
(Dollar amounts in thousands)
1993
1992 1991
<S>
<C> <C> <C>
Balance at beginning of year
$11,834 $8,907 $8,834
Activity for the year:
Provision charged to income
6,520
3,919 3,306
Additions resulting from
acquisition activity
1,224
1,458 -
Accounts written off
(4,418)
(3,822) (3,958)
Recoveries on accounts
previously written off
893
1,372 725
Balance at end of year
$16,053 $11,834 $8,907
S-4
</TABLE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE X - SUPPLEMENTARY
INCOME STATEMENT INFORMATION
The following amounts were
charged directly to profit
and loss accounts.
<CAPTION>
FOR THE
YEARS ENDED
12/25 12/26
12/28
Dollars in thousands
1993
1992 1991
<S>
<C> <C>
<C>
Maintenance and
Repairs $22,137
$20,294 $20,014
Advertising 201,023
184,569 165,642
<FN>
Taxes other than payroll and income
taxes, amortization of
intangible assets and
deferred charges, and
royalties were less
than 1% of net sales plus other income
for all periods presented.
S-5
</TABLE>
EXHIBIT INDEX
S-K Item 601 No.
Document
(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 Certificate of
Incorporation of Bausch &
Lomb Incorporated (filed as Exhibit (4)-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).
(4)-b Certificate of Amendment
of Bausch & Lomb
Incorporated (filed as Exhibit (4)-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).
(4)-c Certificate of Amendment
of Bausch & Lomb
Incorporated (filed as Exhibit (4)-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).
(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. 14105, 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 The Bausch & Lomb
Incorporated Executive
Incentive Compensation Plan as restated (filed herewith).
(10)-c The Bausch & Lomb Supplemental Retirement
Income Plan I, as restated (filed as Exhibit (10)-e to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, File No. 14105, and incorporated herein by
reference).
(10)-d The Bausch & Lomb Supplemental Retirement
Income Plan II, as restated (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. 14105, and incorporated herein by
reference).
(10)-e The Bausch & Lomb 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)-f The Bausch & Lomb Incorporated Long Term
Incentive Program, as restated (filed as Exhibit (10)-g to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1985, File No. 14105, and incorporated herein by
reference).
(10)-g Amendment to the Bausch & Lomb
Incorporated Long Term Incentive Program (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)-h The Bausch & Lomb Incorporated Long Term
Performance Stock Plan I (filed herewith).
(10)-i Bausch & Lomb Incorporated Long Term
Performance Stock Plan II, as amended (filed herewith).
(10)-j The 1982 Stock Incentive Plan of Bausch &
Lomb Incorporated (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)-k Amendment to the 1982 Stock Incentive
Plan of Bausch & Lomb Incorporated (filed as Exhibit (10)-l 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)-l Amendment to the 1982 Stock Incentive
Plan of Bausch & Lomb Incorporated (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)-m The 1987 Stock Incentive Plan of Bausch &
Lomb Incorporated (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)-n Amendment to the 1987 Stock Incentive
Plan of Bausch & Lomb Incorporated (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)-o Amendment to the 1987 Stock Incentive
Plan of Bausch & Lomb Incorporated (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)-p The 1990 Stock Incentive Plan of Bausch &
Lomb Incorporated, as amended (filed as Exhibit (10)-o to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, File No. 14105, and incorporated herein by
reference).
(10)-q The Bausch & Lomb Incorporated Director
Deferred Compensation Plan, as restated (filed as Exhibit (10)-p
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)-r The Bausch & Lomb Incorporated Executive
Deferred Compensation Plan, as restated (filed as Exhibit (10)-q
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)-s The Bausch & Lomb Incorporated Executive
Benefit Plan, as amended (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)-t The Bausch & Lomb Incorporated 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)-u The Bausch & Lomb 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).
(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 1993 Annual Report to
Shareholders for the fiscal year ended December 25, 1993 (filed
herewith). With the exception of the pages of the Annual Report
specifially incorporated by
reference herein, the Annual Report is not deemed to be filed as a
part of this Report on Form 10-K.
(22) Subsidiaries (filed herewith).
(24) Report of Independent Accountants on
Financial Statement Schedules and Consent of Independent
Accountants (filed herewith).
(25) Power of attorney with respect to the
signatures of directors in this Report on Form 10-K (filed
herewith).
EXHIBIT (10)-b
THE EXECUTIVE INCENTIVE COMPENSATION PLAN
1.0 INTRODUCTION
The Executive Incentive Compensation Plan is established to
provide incentive compensation in the form of a supplement to the
base salaries of those officers, managers, and key employees who
contribute significantly to the growth and success of the
Company's business; to attract and to retain, in the employ of the
Company, individuals of outstanding ability; and to align the
interests of those who hold positions of major responsibility in
the Company with the interests of the Company's shareholders.
2.0 ELIGIBILITY
Those members of the executive management group whose duties and
responsibilities contribute significantly to the growth and
success of the Company's business are eligible. This generally
includes all positions in the midmanagement/technical band and
above, in Rochester based divisions or functions. The plan may be
adopted by nonRochester based divisions.
The participant must be on the payroll in an eligible position
before July 1 of the plan year, to be eligible for an award.
3.0 DEFINITIONS
3.1 A standard incentive award has been established for
each salary grade or job band and is expressed as a percentage of
period salary (i.e., eligible base salary earnings for the year).
Exhibit I defines standard percentage schedules.
The standard incentive award is the award payout level which over
time, participants, units and the corporation should average, and
will be the amount which will be used for financial accrual
purposes during the incentive year.
3.2 An approved incentive is the incentive which has
been approved by the Chairman of the Board of directors and the
Committee On Management of the Board to be paid by the company to
the participant.
Actual incentive award amounts, based upon individual and
organizational performance, can vary from 0% for unacceptable
performance, or from a minimum of 25% to a maximum of 175% of
standard. In any event, an award cannot exceed the maximum.
4.0 MEASURES OF PERFORMANCE
Each organizational unit and eligible participant will set
performance measures. These will be applied for incentive plan
purposes as follows:
<TABLE>
<CAPTION>
Corporation Unit Individual <S>
<C>
<C> <C>
Senior Staff Officers 100%
Other Staff Officers and
Corporate Staff Participants 50% 50%
Division Officers 25% 75%
Division Participants 50% 50%
</TABLE>
4.1 The "Organizational Performance Management System" (OPMS) has
been established to evaluate corporate, division, and profit
center performance for Executive Incentive Compensation Plan
purposes.
The OPMS is based upon specific organizational objectives. These
objectives are to be agreed upon at the beginning of the plan
year. They must be measurable financial categories such as sales,
operating earnings, earnings per share, DSO, inventory turns, or
quantifiable strategic goals, for example product development,
products introduction market share. Performance levels for 5, 4,
3, 2, and 1 ratings are to be defined at the beginning of the plan
year for each goal. There will be a pre-determined weighting among
the chosen objectives reflecting the priority of those objectives.
In general, it is expected that the calculated organizational
results will determine the performance rating for the unit.
However, after calculation of year end OPMS results, the CEO and
COO may make a modification of +20% to the calculated rating, if
performance is not accurately reflected in performance measures
(i.e., due to general economic, industry change, corporate
strategy change, natural disaster). Adjustments must be made in 5%
increments.
4.2 The "Individual Performance Management System" (IPMS) for
use with the Executive Incentive Plan will consist of five or
fewer specific individual objectives. These objectives are to be
agreed upon at the beginning of the Plan year. They must be
measurable and generally within the participant's control.
Further, there will be a predetermined weighting among the
objectives reflecting the priority of these objectives.
Individual performance will be determined by the participants'
supervisor and approved by the Division/Group Presidents or
appropriate corporate staff function head.
In general, it is expected that the calculated individual results
will determine the performance rating. However, the unit or
functional officer may make an adjustment of +20% to the
calculated ratings if performance is not accurately reflected in
performance measures. Adjustments must be made in 5% increments.
5.0 DEFINITION OF PERFORMANCE
The following "definitions of performance" are to be utilized for
the plan:
<TABLE>
<CAPTION>
PERFORMANCE
DESIGNATION DEFINITION
<S> <C>
5 (maximum) Extraordinary performance
where the objective was exceeded
by a wide margin.
4 (high standard) Excellent performance where
the objective was exceeded. 3
(standard) Successful performance
where the objective was well met.
2 (low standard) Performance fell short of
goal.
1 (minimum) Performance was well below
expectations.
</TABLE>
6.0 PROCEDURE FOR BONUS CALCULATION AND APPROVAL
Each participant's total bonus will be calculated as follows:
1) The standard bonus (see Section 3.1) is divided into
appropriate corporation/unit-individual components (as defined in
Section 4.0).
2) For the organizational components;
A. The final rating is converted to a percentage
factor (see Attachment I conversion table).
B. The factor is multiplied by the standard
organizational bonus.
C. There is no organizational award granted if final
rating is below
2.0.
3) For the individual component;
A. The final rating is converted to a percentage
factor (see Attachment III conversion table).
B. The factor is multiplied by the standard
individual bonus.
C. There is no individual award granted if final
rating is below 2.0.
4) To calculate the total bonus, the components are added.
The Division Presidents will submit their recommendations for
individual incentive awards to their immediate superiors (in some
cases only the Chief Operating Officer; in others Group Presidents
and COO). In all instances the recommendations for the Corporate
awards will be submitted to the Chief Executive Officer for
concurrence.
Corporate function heads will submit their recommendations for
individual awards to their immediate superior who will then submit
the recommendations to the Chief Executive Officer for
concurrence.
7.0 REMOVAL, TRANSFERS AND TERMINATIONS
7.1 Participants whose employment with the Company is
terminated
because of retirement, death, or disability:
- - After the close of the plan year, but prior to the
actual distribution of awards for such year, may be awarded a full
incentive award for the plan year. In the case of death, such
payment will be made to a beneficiary.
- - After the beginning, but prior to the end of the plan
year, may receive an incentive award for that year based on a
prorated calculation reflecting their employment with the Company
and participation in the Plan during year. Awards will not be
paid for any period less than six months participation in the plan
year.
7.2 Participants who are terminated in the fourth quarter
of the year due to a re-structuring which results in job
elimination, may receive an incentive award for that year based
on a prorated calculation reflecting their employment with the
Company and participation in the Plan during that year.
7.3 Participants transferred during the plan year within
the Company will be awarded an incentive payment through the
division in which the participant is employed at the end of the
plan year. It will be based on the contribution made in each
division in which the participant was employed during the year.
To this end a written evaluation and rating must be completed by
the participant's superior upon transfer. The awarding division
will be charged for the full amount of the bonus.
7.4 Notwithstanding the foregoing, a special prorated
incentive award shall be paid to participants if, during the
period between the date of a change in control and the next award
date determined pursuant to Section 10:
1) the participant's employment is terminated
involuntarily other than for good cause, or
2) the Plan is terminated.
The amount of the award shall be calculated as a percentage of
period earnings based upon standard performance and prorated
through the date of termination of the participant or the Plan,
as applicable.
A change of control of the Company is defined as follows:
A. The acquisition by any individual, entity or group
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
or more of either (i) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired
directly from the Company), (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation,
if, following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of paragraph C
of this Section 7.0 are satisfied; or
B. Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as of the date
hereof, the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the
Board; or
C. Approval by the shareholders of the Company of
a reorganization, merger, binding share exchange or consolidation,
in each case, unless, following such reorganization, merger,
binding share exchange or
consolidation, (i) more than 60% of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or
consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person
(excluding the Company, any employee benefit plan (or related
trust) of the Company or such corporation resulting from such
reorganization, merger, binding share exchange or consolidation
and any Person beneficially owning, immediately prior to such
reorganization, merger, binding share exchange or consolidation,
directly or indirectly, 20% or more of the Outstanding Company
Stock or Outstanding Company Voting Securities, as the case may
be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation or the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (iii)
at least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger,
binding share exchange or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger, binding share
exchange or consolidation; or
D. Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (a) more than
60% of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other
disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of
the same Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (b) no Person (excluding
the Company and any employee benefit plan (or related trust) of
the Company or such corporation and any Person beneficially
owning, immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally
in the election of directors and (c) at least a majority of the
members of the board of directors of such corporation were members
of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition of assets of the Company.
7.5 Participants who leave the company or are terminated
prior to the actual payment of award for reasons other than
retirement, death, disability, termination in the fourth quarter
due to a restructuring which results in job elimination, change in
control, will forfeit the award for that plan year.
8.0 INCENTIVE AWARDS THROUGH CONTRACTUAL AGREEMENTS
Incentive awards may be made to participants who do not meet the
six month
eligibility requirements only if the following conditions are met.
(1) Award must be made through contractual agreement
made upon hiring, re-assignment, or commencement of special
project or assignment. These arrangements must be approved in
writing by Division President, Corporate Compensation, Corporate
V.P. Human Resources, and normal 1 over 1 approval matrix.
9.0 ADMINISTRATION OF THE PLAN
The Committee On Management of the Board of Directors reserves the
right to interpret, amend, modify or terminate the existing
program in accordance with changing conditions. Further, no
participant eligible to receive any payments shall have any rights
to pledge, assign, or otherwise dispose of unpaid portion of such
payments. The Committee On Management is responsible for overall
administration of the Plan. It will determine who will receive
incentives and the amount of each incentive. It may also review
the standards and objectives for a particular year. The Committee
On Management may change or terminate the Plan at any time and no
person has any rights with respect to an incentive award until it
has been paid.
10.0 INCENTIVE AWARD DISTRIBUTION
Incentive awards, when payable, shall be paid in the latter part
of the month of February following the close of the preceding
fiscal year.
Participants may also elect to defer all or part of an incentive
award in accordance with the procedure set forth in the Company's
Deferred Compensation Plan.
EXHIBIT (10)-h
LONG TERM PERFORMANCE STOCK PLAN - I
I. PURPOSE
The Long Term Performance Stock Plan - I (the "Plan") is designed
to advance the interests of Bausch & Lomb Incorporated (the
"Company") and its shareholders by (i) providing incentives for
those key executives who have overall responsibility for the long
term performance of the Company; (ii) reinforcing corporate long
term financial goals; (iii) providing competitive levels of long
term compensation for key executives; and (iv) aligning management
and shareholder interests.
II. ELIGIBILITY
Participation in the Plan is limited to senior officers with
overall responsibility for the long term performance of the
Company. The Committee on Management of the Board of Directors
(the "Committee") will designate executives to participate in the
Plan ("Participants").
III. AWARD CYCLES
Award cycles ("Award Cycles") will be measured over three year
periods, with the performance award, if any, for each Award Cycle
to be paid early in the fourth year. There will be a series of
overlapping Award cycles with a new Award Cycle starting and an
old Award Cycle finishing each year.
IV. PERFORMANCE GOALS
The chief executive officer of the Company, with approval of the
Committee, will establish the performance goals for each Award
Cycle, ensuring that the goals are equitable and compatible with
the Company's major business objectives. The performance goals
for each Award Cycle will be based upon a matrix of sales growth
and return on equity ("ROE") for the Company.
V. AWARDS
If the performance goals of the Company are achieved for an Award
Cycle, Participants in the Plan will be eligible for awards which
are calculated using an adjusted salary midpoint equal to the
Participant's salary midpoint in effect in the first year of the
Award Cycle multiplied times 110% ("Adjusted Salary Midpoint").
The Adjusted Salary Midpoint is then multiplied by 50% to
calculate the standard award ("Standard Award") for each salary
grade. If a Participant's salary grade changes in the course of
an Award Cycle, the Participant's Standard Award will be adjusted
using the Adjusted Salary Midpoint for the new grade level which
was in effect during the first year of that Award Cycle.
Depending upon the level of performance achieved by the Company,
the amount of a Participant's actual award will range from 50% to
200% of the Standard Award (the "Award"). Awards paid pursuant to
this Plan will consist of cash and Bausch & Lomb Class B Stock
granted pursuant to the 1990 Stock Incentive Plan or any successor
plan (the "Stock Plan").
VI. PERFORMANCE UNITS
At the February meeting of the Committee following the
commencement of the Award Cycle, each Participant will receive
performance units ("Performance Units") equal to the number of
shares of Class B Stock which, as of the date of such meeting of
the Committee, have an aggregate fair market value (as determined
under the Stock Plan) equal to 50% of each Participant's Standard
Award. During the Award Cycle, Participants will receive
quarterly cash payments on their Performance Units equal to the
dividends which would be payable on a like number of shares of
Class B Stock. Participant's Standard Award calculation changes
because of a salary grade change in the course of an Award Cycle,
the number of Performance Units will be adjusted accordingly.
VII. PAYOUTS
At the end of each Award Cycle, the Standard Award will be
adjusted by the Committee to reflect sales growth and ROE
performance on the applicable payout matrix to determine the
amount of the Award payable to each Participant. The Award
payable to a Participant may also be modified by the Committee if
the Award does not accurately reflect performance due to general
economic conditions, industry changes, corporate strategy changes,
natural disasters or any similar condition. One half of that
amount shall be paid in cash. The Participant will also receive
shares of Class B Stock(pursuant to the Stock Plan) equal to the
number of Performance Units granted to the Participant; provided,
however, that if the Award is based upon a percentage which is
more than or less than 100% of the Standard Award, the number of
shares of Class B Stock to be granted will be adjusted up or down
by a like percentage. There will be no adjustments in the number
of shares of Class B Stock for fluctuations up or down in the fair
market value of Class B Stock from the date of grant of
Performance Units at the beginning of the Award Cycle to the date
of grant of the Class B Stock, if any, after the Award Cycle.
Notwithstanding any other provision of this Plan, if a
Participant's performance results in calculation of an Award which
would be less than 50% of the Standard Award, the Participant will
nonetheless be entitled to a minimum grant of Class B Stock equal
to 50% of the Performance Units granted to the Participant.
Whether or not an Award is paid for an Award Cycle, all
Performance Units granted hereunder for an Award Cycle shall
expire at the end of the Award Cycle,
and Participants shall have no further rights with respect to such
Units, except to the extent that their performance entitles them
to an Award. Performance Units shall not give Participants any
rights under the Stock Plan maintained by the Company.
VIII. DEFERRAL
Any or all of the cash portion of an Award may be deferred, at the
option of the Participant, into the Company's Deferred
Compensation Plan. Notice of such a deferral must be given to the
Company at least 18 months prior to the end of each Award Cycle
for which deferral is requested.
IX. TERMINATION OF EMPLOYMENT
If the Participant's employment with the Company terminates before
the end of any Award Cycle due to death, disability, or
retirement, the Participant or his/her beneficiary is entitled to
a pro rata share of any Award paid at the end of the Award Cycle,
unless the Committee, upon the recommendation of the Chief
Executive Officer, decides that a prorated Award should be paid
prior to the end of the Award Cycle. If the Participant's
employment with the Company terminates before the end of any Award
Cycle for any other reason, the Participant's Performance Units
shall be forfeited and the Participant shall not be entitled to
any Award hereunder.
X. ADMINISTRATION OF THE PLAN
The Committee is responsible for the overall administration of the
Plan. The Committee will, by formal resolution: 1) approve the
Performance Goals for the Award Cycle at the beginning of each
Award Cycle; 2) set new or adjust previously set performance goals
as appropriate to reflect major unforeseen events; and 3)
administer the Plan in all respects to carry out its purposes and
objectives including, but not limited to, responding to changes in
tax laws, regulations or rulings, changes in accounting principles
or practices, mergers,
acquisitions or divestitures, major technical innovations, or
extraordinary, nonrecurring, or unusual items, to preserve the
integrity of the Plan's objectives. The Committee reserves the
right, in its discretion, to pay any Awards hereunder entirely in
cash. The effective date of each Award Cycle is January 1 of the
first year of the performance period.
XI. RECAPITALIZATION
In the event there is any recapitalization in the form of a stock
dividend, distribution, split, subdivision or combination of shares
of common stock of the Company, resulting in an increase or
decrease in the number of common shares outstanding, the number of
Performance Units then granted under the Plan shall be increased or
decreased proportionately, as the case may be.
XII. REORGANIZATION
If, pursuant to any reorganization, sale or exchange of assets,
consolidation or merger, outstanding Class B Stock is or would be
exchanged for other securities of the Company or of another company
which is a party to such transaction, or for property, any grant of
Performance Units under the Plan theretofore granted shall, subject
to the provisions of this Plan for making Awards, apply to the
securities or property into which the Class B Stock covered thereby
would have been
changed or for which such Class B Stock would have been exchanged
had such Class B Stock been outstanding at the time.
EXHIBIT (10)-i
LONG TERM PERFORMANCE STOCK PLAN - II
I. PURPOSE
The Long Term Performance Stock Plan - II (the "Plan") is designed
to advance the interests of Bausch & Lomb Incorporated (the
"Company") and its shareholders by (i) providing incentives for
those key executives who have a major impact on long term
corporate performance; (ii) reinforcing corporate long term
financial goals; (iii) providing competitive levels of long term
compensation for key executives; and (iv) aligning management and
shareholder interests.
II. ELIGIBILITY
Participation in the Plan is limited to officers and other
selected key executives who have a major impact on the performance
of the Company. The Company's chief executive officer or his
designees will designate executives to participate in the Plan
("Participants").
III. AWARD CYCLES
Award cycles ("Award Cycles") will be measured over three year
periods, with the performance award, if any, for each Award Cycle
to be paid early in the fourth year. Award Cycles will commence
on January 1 of the first year of each performance period.
IV. PERFORMANCE GOALS
The chief executive officer or his designees will establish the
performance goals for each Award Cycle, ensuring that the goals
are equitable and are compatible with the Company's major business
objectives. The performance goals for each Participant will
relate to the Participant's area of responsibility and be
consistent with the long term goals of the Company. For
Participants who are part of the Company's
corporate staff, their performance goals will be weighted
twothirds based upon the Participant's individual goals and
onethird based upon the corporate wide financial goals of return
on equity and sales growth. The corporate wide goals will be
established by the chief executive officer or his designees.
V. AWARDS
A. Officer Awards
If a Participant who is an officer achieves his or her performance
goals for an Award Cycle, such Participant will be eligible for an
award which is calculated using an adjusted salary midpoint equal
to the Participant's salary midpoint in effect in the first year
of the Award Cycle multiplied times 110% ("Adjusted Salary
Midpoint"). The Adjusted Salary Midpoint is then multiplied by
the
appropriate percentage set forth below to calculate the three year
standard award ("Standard Award") for each salary grade: <TABLE>
<CAPTION>
Percentage of
Salary Grade Adjusted Salary Midpoint
<S> <C>
66 75
67 75
68 100
69 100
</TABLE>
B. Non Officer Awards.
If a Participant who is not an officer achieves his or her
performance goals for an Award Cycle, such Participant will be
eligible for an award which is calculated using the Participant's
salary in effect in the first year of the Award Cycle multiplied
times 110% ("Adjusted Salary"). The Adjusted Salary is then
multiplied by 45% to calculate the Standard Award for a non-officer
Participant.
C. Adjustments to Award Calculation
If an officer Participant's salary grade changes in the course of
an Award Cycle, such Participant's Standard Award will be adjusted
using the Adjusted Salary Midpoint for the new grade level which
was in effect during the first year of that Award Cycle. For all
non-officer Participants, the calculation of the Standard Award
will be adjusted using each such Participant's actual salary
in the third year of the Award Cycle.
D. Award Amount
Depending upon the level of performance achieved by each
Participant, the amount of a Participant's actual award, if any,
will range from 50% to 200% of the Standard Award as adjusted
pursuant to Section V.C. above (the "Award"). Awards paid pursuant
to this Plan will consist of cash and Bausch & Lomb Class B Stock
granted pursuant to the 1990 Stock Incentive Plan or any successor
plan (the "Stock Plan"). If a Participant's performance results
in calculation of an Award which would be less than 50% of the
Standard Award, the Participant will nonetheless be entitled to a
minimum grant of Class B Stock equal to 50% of the Performance
Units granted to the Participant pursuant to Section VI below.
VI. PERFORMANCE UNITS
In February following the commencement of an Award Cycle each
Participant will receive performance units ("Performance Units")
equal to the number of shares of Class B Stock which, as of the
date of the February meeting of the Committee on Management of the
Board of Directors (the "Committee"), have an aggregate fair
market value (as determined under the Stock Plan) equal to 50% of
each Participant's Standard Award. During the Award Cycle,
Participants will receive quarterly cash payments on their
Performance Units equal to the dividends which would be payable on
a like number of shares of Class B Stock. If an officer
Participant's Standard Award calculation changes because of a
salary grade change due to a promotion in the course of an Award
Cycle, the number of Performance Units will be adjusted
accordingly at the end of the Award Cycle. For non-officer
Participants the number of Performance Units will be adjusted at
the end of the third year of the Award Cycle when the non-officer
Participant's Standard Award is adjusted for actual salary
increases pursuant to Section V.C. above.
VII. PAYOUTS
At the end of each Award Cycle, the Standard Award (as adjusted
pursuant to Section V.C. above) will be modified by the chief
executive officer or his designees to reflect performance against
the applicable goals and determine the amount of the Award payable
to each Participant. The Award payable to a Participant may also
be modified by the chief
executive officer or his designees if the Award does not
accurately reflect performance due to general economic conditions,
industry changes, corporate strategy changes, natural disasters or
any similar condition. One half of the Award amount shall be paid
in cash. The Participant will also receive shares of Class B
Stock (pursuant to the Stock Plan) equal to the number of
Performance Units granted to the Participant; provided, however,
that if the Award is based upon a percentage which is more than or
less than 100% of the Standard Award, the number of shares of
Class B Stock to be granted will be adjusted up or down by a like
percentage. There will be no adjustments in the number of shares
of Class B Stock for fluctuations up or down in the fair market
value of Class B Stock from the date of grant of Performance Units
at the beginning of the Award Cycle to the date of grant of the
Class B Stock, if any, after the Award Cycle.
Whether or not an Award is paid for an Award Cycle, all
Performance Units granted hereunder for an Award Cycle shall
expire immediately after the Award Cycle, and Participants shall
have no further rights with respect to such Units, except to the
extent that their performance entitles them to an Award.
Performance Units shall not give Participants any rights under the
Stock Plan.
VIII. DEFERRAL
Any or all of the cash portion of an Award may be deferred, at the
option of the Participant, into the Company's Deferred
Compensation Plan. Notice of such a deferral must be given to the
Company at least 18 months prior to the end of each Award Cycle
for which deferral is requested.
IX. TERMINATION OF EMPLOYMENT
If the Participant's employment with the Company terminates before
the end of any Award Cycle due to death, disability, or
retirement, the Participant or
his/her beneficiary is entitled to a pro rata share of any Award
paid at the end of the Award Cycle, unless the chief executive
officer or his designees decide that a pro rated Award should be
paid prior to the end of the Award Cycle. If the Participant's
employment with the Company terminates before the end of any Award
Cycle for any other reason, the Participant's Performance Units
shall be forfeited and the Participant shall not be entitled to
any Award hereunder.
X. ADMINISTRATION OF THE PLAN
This Plan has been adopted by the Committee, and the Committee may
amend, suspend or terminate the Plan or any portion thereof at any
time. The Committee is responsible for the design of the Plan and
the overall administration of the Plan. Notwithstanding any other
provision of this Plan, all grants of Class B Stock made in
connection with this Plan shall be subject to the discretion of
the Committee which shall make any such grants pursuant to the
Stock Plan. The Committee reserves the right, in its discretion,
to pay any Awards hereunder entirely in cash.
The chief executive officer or his designees will: 1) approve the
Performance Goals for each Award Cycle at the beginning of the
Award Cycle; 2) set new or adjust previously set performance goals
or terminate current Award Cycles and commence new Award Cycles
for individual Participants as appropriate to reflect major
unforeseen events which are negatively affecting performance; and
3) administer the Plan to carry out its purposes and objectives
such as, but not limited to, responding to changes in tax laws,
regulations or
rulings, changes in accounting principles or practices, mergers,
acquisitions or divestitures, major technical innovations, or
extraordinary, non-recurring, or unusual items, to preserve the
integrity of the Plan's objectives.
XI. RECAPITALIZATION
In the event there is any recapitalization in the form of a stock
dividend, distribution, split, subdivision or combination of
shares of common stock of the Company, resulting in an increase or
decrease in the number of common shares outstanding, the number of
Performance Units then granted under the Plan shall be increased
or decreased proportionately, as the case may be.
XII. REORGANIZATION
If, pursuant to any reorganization, sale or exchange of assets,
consolidation or merger, outstanding Class B Stock is or could be
exchanged for other securities of the Company or of another
company which is a party to such transaction, or for property, any
grant of Performance Units under the Program theretofore granted
shall, subject to the provisions of this Program for making
Awards, apply to the securities or property into which the Class B
Stock covered thereby would have been changed or for which such
Class B Stock would have been exchanged had such Class B Stock
been outstanding at the time.
<TABLE>
Exhibit 11
Statement re Computation of Per Share Earnings
<CAPTION>
FOR THE YEARS ENDED Dollars
and Shares in Thousands-December 25, December 26, Except Per
Share Data
1993 1992
<S> <C> <C>
Net earnings $156,547 $171,420
Actual outstanding common shares
at beginning of year 59,444 59,481
Average common shares
issued for
stock options and
effects of assumed
exercise of common
stock equivalents and
repurchase of common shares 671 918
Average common shares outstanding 60,115 60,399
Net earnings per common and
common share equivalent $2.60 $2.84
</TABLE>
<TABLE>
Exhibit 12
Statement re Computation of Ratio of Earnings to Fixed Charges
<CAPTION>
FOR THE YEARS ENDED December
25, December 26,
Dollars in Thousands 1993 1992
<S> <C>
<C>
Earnings before provision for income
taxes and minority interest $242,024
$262,644
Fixed charges 35,664
31,618
Less: Capitalized interest, net
of current period amortization (260)
(200)
Total earnings as adjusted $277,948
$294,062
Fixed charges:
Interest (including interest
expense and capitalized
interest) $34,202 $29,968
Portion of rents representative
of the interest factor 1,462 1,650
Total fixed charges $35,664 $31,618
Ratio of earnings to fixed charges 7.79 1 9.30
<FN>
1 Excluding the effect of restructuring charges described in
the Notes to Financial Statements, the ratio of earnings to
fixed charges at December 25, 1993 would have been 9.20.
</TABLE>
EXHIBIT 22
<TABLE>
SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED
As of December 25,
1993
<CAPTION>
Jurisdiction Under Name
Which
Organized
<S> <C>
Bausch & Lomb AG
Switzerland
Bausch & Lomb (Australia) Pty. Ltd.
Australia
B.L.J. Company Ltd.
Japan
Bausch & Lomb BV Netherlands
Bausch & Lomb (Bermuda) Limited Bermuda
Bausch & Lomb Bermuda Finance Limited Bermuda
Bausch & Lomb Canada, Inc. Canada
Charles River Laboratories, Inc. Delaware
BL Industria Otica, Ltda. Brazil
Bausch & Lomb China, Inc. Delaware
Bausch & Lomb Colombia, S.A. Colombia
Bausch & Lomb Danmark A/S Denmark
Bausch & Lomb Espana, S.A. Spain
Bausch & Lomb Finance S.A. Switzerland
Oy Bausch & Lomb Finland AB Finland
Bausch & Lomb Foundation, Inc. New York
Bausch & Lomb France, S.A. France
Bausch & Lomb Fribourg S.A. Switzerland
Bausch & Lomb GmbH Austria
Bausch & Lomb GmbH Germany
Bausch & Lomb (Hong Kong) Limited Hong Kong
Bausch & Lomb (Hong Kong) Lord Company Hong Kong
Bausch & Lomb (Ireland) Ireland
Bausch & Lomb India Limited India
Bausch & Lomb IOM/SpA Italy
Bausch & Lomb Korea, Inc. Korea
Bausch & Lomb (Malaysia) Sdn. Bhd. Malaysia
Dr. Mann Pharma Germany
Miracle-Ear Minnesota
Bausch & Lomb New Zealand, Ltd. New Zealand
Bausch & Lomb Norge A/S Norway
Operadora de Contactologia S.A. de C.V. Mexico
Outlook Eyewear Company Delaware
Bausch & Lomb Opticare, Inc. New York
Bausch & Lomb Oral Care Division, Inc. Georgia
Bausch & Lomb Pharmaceuticals, Inc. Delaware
Pharmafair, Inc. New York
Polymer Technology Corporation New York
Bausch & Lomb Puerto Rico, Inc. Puerto Rico
Bausch & Lomb Realty Corporation New York
Bausch & Lomb (Singapore) Private Ltd. Singapore
Bausch & Lomb Svenska AB Sweden
Bausch & Lomb Taiwan Limited Taiwan
Bausch & Lomb Turkey Turkey
Bausch & Lomb U.K. Limited England
Bausch & Lomb Venezuela C.A. Venezuela
Wilmington Partners L.P.
Massachusetts
</TABLE>
EXHIBIT (24)
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Bausch & Lomb Incorporated
out audits of the consolidated financial statements referred to in
our report dated January 25, 1994 appearing on page 63 of the 1993
Annual Report to Shareholders of Bausch & Lomb Incorporated (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a)2,
of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ Price Waterhouse
PRICE WATERHOUSE
Rochester, New York
January 25, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 2-56066, 2-85158, 33-
15439 and 33-35667) and in the Prospectus constituting part of the
Registration Statement on Form S-3 (No. 3351117) of Bausch & Lomb
Incorporated of our report dated January 25, 1994 appearing on
page 63 of the 1993 Annual Report to Shareholders of Bausch & Lomb
Incorporated which is incorporated in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our
above report on the Financial Statement Schedules.
/s/ Price Waterhouse
PRICE WATERHOUSE
Rochester, New York
March 23, 1994
EXHIBIT (25)
POWER OF ATTORNEY
The undersigned directors of Bausch & Lomb Incorporated (the
"Company"), each hereby constitutes and appoints Daniel E. Gill
and Jay T. Holmes, or either of them, his or her respective true
and lawful attorneys and agents, each with full power and
authority to act as such without the other, to sign for and on
behalf of the undersigned the Company's Annual Report on Form
10-K for the year ended December 25, 1993, to be filed with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 and the related rules and regulations
thereunder, and any amendment or amendments thereto, the
undersigned hereby ratifying and confirming all that said
attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this instrument has been executed by the
undersigned as of this 22 day of March, 1994.
/s/ Franklin E. Agnew /s/ Linda Johnson
Rice
Franklin E. Agnew Linda
Johnson Rice
/s/ William Balderson III /s/ Robert
L. Tarnow
William Balderston III Robert L.
Tarnow
/s/ Bradford R. Boss /s/ Alvin
W. Trivelpiece
Bradford R. Boss Alvin W.
Trivelpiece
/s/ Daniel E. Gill /s/
William H. Waltrip
Daniel E. Gill William H.
Waltrip
/s/ Jay T. Holmes /s/
Kenneth L. Wolfe
Jay T. Holmes Kenneth L.
Wolfe
/s/ Ruth R. McMullin /s/ Ronald
L. Zarrella
Ruth R. McMullin Ronald L.
Zarrella
John R. Purcell
