March 27, 1995
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 31, 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
Senior Vice President, Secretary and General Counsel
Paper copies to:
Securities and Exchange Commission - Charles C. Leber
Richard Wohlmacher, New York Stock Exchange
(Via Overnight Courier)
<PAGE>
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 31, l994 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) 338-6000
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]
<PAGE>
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 28, 1995) of the voting stock held by
non-affiliates of the registrant was $1,895,542,176. 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 28, 1995 was 58,176,939, consisting of
57,352,292 shares of Common Stock and 824,647 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 1994 Annual Report to
Shareholders for fiscal year ended December 31, 1994 ("Annual
Report"). With the exception of the pages of the Annual Report
specifically incorporated by reference herein, the Annual Report
is not deemed to be filed as a part of this Report on Form 10-K.
Part III Bausch & Lomb Incorporated Proxy Statement, dated
March 23, 1995 ("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]
<PAGE>
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)
<PAGE>
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 healthcare 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 during 1994 are
discussed below.
The Company faced a challenging year in 1994 as it addressed
the impact of high distributor inventories in its sunglass and
contact lens business and the costs of associated remedial
measures. Sales declined to $1,850.6 million, 1% below the 1993
amount of $1,872.2 million. Earnings fell to $13.5 million, or
$.23 per share, a 91% decrease from the 1993 amounts of $156.5
million and $2.60 per share. This 91% decrease also includes the
effect of a $75 million goodwill impairment charge related to the
1988 acquisition of Dental Research Corporation, which is
described below.
In January 1994, the Company acquired the Revo line of high
performance sunglasses. Revo sunglasses compete in the upper end
of the premium price category of the U.S. market where sunglasses
retail for $150 and above.
(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 25-29 and 44-
46 of the Annual Report and which are 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 6-20 of the Annual Report are
incorporated herein by reference.
Healthcare
The Healthcare segment includes personal health, medical and
biomedical products. In the personal health sector, 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,
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
pathogen-free 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 and distributors
to eye care 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.
In December 1994, the Company recognized a goodwill
impairment charge of $75 million, with no associated tax benefit,
related to the 1988 acquisition of Dental Research Corporation.
This charge is described in greater detail on page 22 of the
Annual Report, which is incorporated herein by reference.
Optics
The principal products of the Company's Optics segment
include sunglasses, binoculars, riflescopes, telescopes and
optical thin film services 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.
In January 1995, the Company announced that it had signed a
letter of intent to sell its Sports Optics Division, which
designs, supplies and distributes binoculars, telescopes and
riflescopes. The transaction is anticipated to close in the
first half of 1995.
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, Revo and Wayfarer
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 1994, the Company's research and
development expenditures totaled $60 million, as compared to $58
million in 1993 and $53 million in 1992.
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 1994
and are not anticipated to be material in 1995 or 1996.
Number of Employees
Bausch & Lomb employed approximately 14,400 persons as of
December 31, 1994.
(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 45 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, 1995 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) Preston, CT (2)
Tampa, FL Tampa, FL
Wilmington, MA (2) Tucker, GA (2)
Golden Valley, MN (1) Wilmington, MA (2)
Rochester, NY (1),(2) Golden Valley, MN (1)
(Optics Center) Reinholds, PA (2)
Greenville, SC Greenville, SC (2)
North Ryde, Australia (2) Lynchburg, VA (2)
Porto Alegre, Brazil
Rio de Janeiro, Brazil
Kitchener, Canada (2)
Beijing, China (2)
Berlin, Germany
Bhiwadi, India
Waterford, Ireland (2)
Milan, Italy
Umsong-Gun (Seoul), Korea
Barcelona, Spain
Madrid, Spain
Hastings, United Kingdom
Production Facilities
Hollister, CA (2) Brussels, Belgium
Lebanon, CT St. Constant, Canada
Preston, CT Henfield, England
Storrs, CT Margate, England
Summerland Key, FL (2) Lyons, France
Colbert, GA (2) St. Aubin-les-Elbeuf, France
Roanoke, IL (2) 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 Someren, Netherlands
Omaha, NE Barcelona, Spain (2)
Pittsfield, NH Sta. Perpetua de Mogoda, Spain
Newfield (Lakeview), NJ
Stone Ridge (Kingston), NY
Charleston, SC (2)
Oregon, WI
OPTICS
Manufacturing Plants Distribution Centers
Mountain View, CA (2) Mountain View, CA (2)
Oakland, MD Overland Park, KS (2)
Rochester, NY (1),(2) Rochester, NY (1),(2)
(Optics Center) (Optics Center)
Rochester, NY San Antonio, TX
(Frame Center) Richmond Hill, Ontario.
San Antonio, TX Canada (2)
North Ryde, Australia (2)
Rio de Janeiro, Brazil (2)
Guanzhou, China
New Territories, Hong Kong (2)
Bhiwadi, India
Waterford, Ireland (2)
Nuevo Laredo, Mexico (2)
CORPORATE FACILITIES
Rochester, NY
One Bausch & Lomb Place (2),(3)
One Chase Square (23rd, 24th, 25th Floors) (2)
Euclid Street (2)
42 East Avenue (2)
Optics Center (1),(2)
1295 Scottsville Road (2)
[FN]
<F1> This facility is financed under a tax-exempt financing
agreement.
<F2> This facility is leased.
<F3> This facility is under construction.
[/FN]
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 eighty other defendants
in the 21st Judicial Court of Louisiana. These suits, which have
been certified as a class action, allege 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 di minimis relative to other
defendants' potential liability and that it 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. In 1994, the Circuit Court, Barbour County, Alabama,
certified a nationwide class of purchasers of Miracle-Ear hearing
aids manufactured and sold by the Company's Dahlberg, Inc.
subsidiary between January 1989 and January 1994. The plaintiffs
allege that Dahlberg induced them and others similarly situated
to purchase hearing aids through allegedly false and misleading
statements concerning the performance capabilities of the
Clarifier circuitry. Plaintiffs claim fraud, negligence, and
violation of federal and state statutes and are seeking
compensatory and punitive damages in an unstated amount. A
second action, based on similar allegations, has also been
brought in Minnesota. However, the Minnesota court certified a
much narrower class consisting only of Clarifier purchasers based
on the Minnesota Consumer Fraud Act.
3. In June 1994, the Florida Attorney General, acting on behalf
of disposable contact lens consumers in the State of Florida,
filed an antitrust action against the Company and others in the
United States District Court for the Middle District of Florida.
The complaint challenges the Company's long-standing policy to
protect consumers' health by selling contact lenses only to
licensed professionals. Plaintiffs allege that the policy was
adopted in the conspiracy with others to eliminate alternative
channels of trade from the disposable lens market. The Florida
Attorney General seeks treble damages on behalf of all purchasers
of contact lenses, whether from the Company or others, a $1
million penalty and injunctive relief. A number of consumer
class actions have been consolidated in the Middle District of
Florida and actions have been filed in California and Alabama
State courts. The complaints seek identical relief on behalf of
consumers outside the State of Florida. The Company defends its
policy in the interest of safeguarding consumers' health.
4. On June 3, 1994, the Company announced that actions to
normalize high levels of inventories at distributors would cause
sales and earnings for the second quarter and remainder of 1994
to be below the level of the same periods in 1993 and that
results for the year would be less than originally planned.
Several class action suits were filed in the United States
District Court, New York and consolidated in the Western
District, against Bausch & Lomb and one of its officers alleging
the Company artificially inflated the value of its stock by
making false and misleading statements about expected financial
results. The plaintiffs seek unspecified damages based upon the
decrease in market value of shares of the Company's stock. The
Company is vigorously defending these claims.
5. On January 31, 1995, a proposed class action suit was filed
in the United States District Court for the Western District of
New York against Bausch & Lomb and several of its officers. The
suit alleges that the Company failed to fully disclose the impact
of the efforts to normalize distributor inventories on the
Company's 1994 financial results, thus misleading the
shareholders who purchased shares between June 4, 1994 and
January 25, 1995. The plaintiff seeks unspecified monetary
damages based upon the decreased market value of the Company's
stock. The Company is vigorously defending these claims.
6. On December 28, 1994, the Company received a request from
the Securities and Exchange Commission ("SEC") for information
apparently prompted by accounting issues arising out of an
unsuccessful 1993 marketing program initiated by the Contact Lens
Division, which was designed to transfer management of a portion
of the U.S. traditional lens business to optical distributors.
The Company is cooperating fully with the SEC in the inquiry but
there can be no assurance regarding its outcome.
7. In November 1994, the United States District Court for the
Northern District of Alabama certified a nationwide class of
purchasers of Optima FW and Medalist lenses between January 1,
1991 and November 1, 1994 to pursue claims related to the
Company's marketing and sale of Optima FW, Medalist and SeeQuence
2 contact lens systems. Plaintiffs allege that the Company
misled consumers by packaging the same lens under three different
names for three different prices. Plaintiffs seek compensatory
and punitive damages in an unspecified amount. The case may
proceed to trial in late 1995. The Company is vigorously
defending the marketing of these lens systems.
8. On February 16, 1995, a proposed class action suit was filed
in the United States District Court for the Southern District of
California. The suit alleges that the Company misled consumers
in its marketing and sale of Sensitive Eyes Saline Solution and
rewetting drops and Boston rewetting drops and conditioning
solution. Plaintiffs seek injunctive relief, and compensatory
and punitive damages in an unspecified amount. The Company is
vigorously defending this action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SHAREHOLDERS
Inapplicable.
<PAGE>
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 37,
38 and 62-63, respectively, of the Annual Report are incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table entitled "Selected Financial Data" on pages 62-63
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 22-37 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 39-60, 61 and 38, respectively, are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Inapplicable.
<PAGE>
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, 1995), 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 (58) Chairman since 1982, Chief Executive
Officer since 1981 and Director since l978.
Henry L. Foster (69) 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).
James C. Foster (44) Senior Vice President since December
1994 and President and Chief Executive Officer of Charles River
Laboratories, Inc., a subsidiary of the Company since 1991; Vice
President (1991-1994); Executive Vice President, Charles River
Laboratories, Inc. (1989-1991).
Jay T. Holmes (52) Executive Vice President since March 1995 and
Chief Administrative Officer since December 1994; Senior Vice
President (1983-March 1995); Corporate Affairs (1983-1994);
Secretary (1981-1994); Director since 1986.
Harold O. Johnson (60) Senior Vice President since l985 and
President, Contact Lens Division (l987-September 1994);
President, International Operations (1985-1987).
James E. Kanaley (53) Senior Vice President since 1985 and
President, Personal Products Division; Global Business Manager,
Lens Care Products since December 1994; President, Personal
Products Division (1987-1994).
Alex Kumar (47) Senior Vice President, International
Operations since December 1994; Vice President (1989-1994);
President, Europe, Middle East and Africa Division (1989-1994).
Stephen C. McCluski (42) Senior Vice President, Finance since
February 1995; Vice President and Controller (1994); President,
Outlook Eyewear Company (1992-February 1994); Vice President,
Controller, Eyewear Division (1989-1992).
Robert J. Palmisano (50) Senior Vice President since 1992 and
President, Eyewear Division since 1988; Vice President (1984-
1992); President, Sports Optics and Scientific Products Group
(1986-1988).
Thomas M. Riedhammer (46) Senior Vice President, Worldwide
Pharmaceutical, Surgical, and Hearing Care Products since
December 1994; Vice President (1993-1994); President, Worldwide
Pharmaceuticals (1994); President, Pharmaceutical Division (1992-
1993); Vice President, Research and Development, Pharmaceutical
Division (1991-1992); Vice President, Paco Pharmaceutical
Services, Inc., and President, Paco Research Corporation (1986-
1991).
Carl E. Sassano (45) Senior Vice President since 1992 and
President, Contact Lens Division since September 1994; Global
Business Manager, Contact Lens Products since December 1994; Vice
President (1986-1992); President, Polymer Technology Corporation,
a subsidiary of the Company (1983-1992).
Omar Casal (45) Vice President since 1992 and President,
Latin America Division since December 1994; President, Western
Hemisphere Division (1992-1994); General Manager, Bausch & Lomb
IOM S.p.A. (1989-1992).
Dwain L. Hahs (42) Vice President and President, Europe,
Middle East and Africa Division since December 1994; President,
Europe, Middle East and Africa Division (1994); Vice President,
Field Operations, Europe, Middle East and African Division (1992-
1994); Vice President, Marketing, International Division (1989-
1992); President, Bausch & Lomb Canada, Inc. (1986-1989).
Diane C. Harris (52) Vice President, Corporate Development
since 1981.
Stephen A. Hellrung (47) Senior Vice President since March 1995;
Secretary since December 1994; Vice President and General Counsel
(1985-1994).
James T. Horn (52) Vice President and President, Asia
Pacific Division since December 1994; President, Outlook Eyewear
and Senior Vice President, Operations, Eyewear Division (1994);
Vice President, Manufacturing, Eyewear Division (1992-1994); Vice
President, Manufacturing, Xerox Corporation (1989-1992); Vice
President, Quality Development, Manufacturing, Xerox Corporation
(1988-1989).
Franklin T. Jepson (47) Vice President, Communications and
Investor Relations since 1986.
Barbara M. Kelley (48) Vice President, Public Affairs since
1993; Staff Vice President, Public Affairs (1991-1993); Director,
Public Affairs (1986-1991).
Jurij Z. Kushner (44) Vice President and Controller since
February 1995; Vice President, Operations, Personal Products
Division (1994-1995); Vice President and Controller, Personal
Products Division (1992-1994); Staff Vice President, Financial
Planning and Analysis (1986-1992).
B. Joseph Messner (42) 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).
James F. Milton (47) Vice President and President, Japan
since December 1994; President, B.L.J. Company Ltd. (1994);
President, Thin Film Technology Division (1992-1994); General
Manager, Bausch & Lomb Canada (1989-1992); Area Director, Europe
(1987-1989).
Alan H. Resnick (51) Vice President and Treasurer since 1986.
Robert F. Thompson (41) Vice President since December 1993 and
President Polymer Technology Corporation, a subsidiary of the
Company since 1992; Vice President, U.S. Business Operations,
Polymer Technology Corporation (1991-1992); Vice President,
Marketing, Polymer Technology Corporation (1988-1991).
James J. Ward (57) 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 15-19, 1-2, 19,
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
The first paragraph of the section entitled "Related
Transactions and Employment Contracts" on page 19 of the Proxy
Statement are incorporated herein by reference.
<PAGE>
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 61
Balance Sheet at December 31, 1994
and December 25, 1993 40
For the years ended December 31, 1994,
December 25, 1993 and December 26, 1992:
Statement of Earnings 39
Statement of Cash Flows 41
Notes to Financial Statements 42-60
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- Valuation and Qualifying Page S-1
Accounts
All other schedules have been omitted because the required
information is not present or not present in amounts sufficient
to require submission of the schedule, or because the information
required is included in the consolidated financial statements or
the notes thereto.
(b) REPORTS ON FORM 8-K
A report on Form 8-K was filed during the last quarter of
1994 to disclose the release of the Company's third quarter
earnings, which varied materially from prior Company projections
of same.
(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.
<PAGE>
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 27, 1995 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 27, 1995 By:/s/Daniel E. Gill
Daniel E. Gill
Chairman,
Chief Executive Officer
and Director
Principal Financial Officer
Date: March 27, 1995 By:/s/ Stephen C. McCluski
Stephen C. McCluski
Senior Vice President,
Finance
Controller
Date: March 27, 1995 By:/s/ Jurij Z. Kushner
Jurij Z. Kushner,
Vice President and Controller
Directors
Franklin E. Agnew
William Balderston III
Bradford R. Boss
Daniel E. Gill
Jay T. Holmes
Ruth R. McMullin
John R. Purcell
Linda Johnson Rice
Robert L. Tarnow
Alvin W. Trivelpiece
William H. Waltrip
Kenneth L. Wolfe
Date: March 27, 1995 By:/s/Jay T. Holmes
Jay T. Holmes
Attorney-in-Fact and
Director
<PAGE>
<TABLE>
Bausch & Lomb Incorporated
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
Reserves for
Doubtful Accounts
(Dollar amounts December 31, December 25, December 26,
in thousands 1994 1993 1992
_____________________________________________________________
<S> <C> <C> <C>
Balance at $ 16,053 $ 11,834 $ 8,907
beginning of year
Activity for year:
Provision charged 5,707 6,520 3,919
to income
Additions resulting 1,769 1,224 1,458
from acqusition
activity
Accounts written (7,696) (4,418) (3,822)
off
Recoveries on 997 893 1,372
accounts previ-
ously written
off
Balance at end $ 16,830 $ 16,053 $ 11,834
of year
</TABLE>
<PAGE>
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. 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 The Bausch & Lomb Incorporated Executive
Incentive Compensation Plan (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. 1-4105, 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. 1-4105, 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. 1-4105, 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 Management
Executive Incentive Plan (filed herewith).
(10)-i The Bausch & Lomb Supplemental Management
Executive Incentive Plan (filed herewith).
(10)-j The Bausch & Lomb Incorporated Long Term
Performance Stock Plan I (filed herewith).
(10)-k Bausch & Lomb Incorporated Long Term
Performance Stock Plan II, as amended (filed as Exhibit (10)-i to
the Company's Annual Report on Form 10-K for fiscal year ended
December 25, 1993, File No. 1-4105 and incorporated herein by
reference).
(10)-l 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)-m 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)-n 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)-o 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)-p 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)-q 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)-r 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. 1-4105, and incorporated herein by
reference).
(10)-s 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)-t 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)-u 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)-v 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)-w 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 1994 Annual Report to
Shareholders for the fiscal year ended December 31, 1994 (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.
(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).
(27) Financial Data Schedule
(filed herewith).
<PAGE>
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 mid-management/technical band and
above, in Rochester based divisions or functions. The plan may
be adopted by non-Rochester 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 award 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 for approved
incentive awards 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>
Global
Corporation Business Unit Individual
<S> <C> <C> <C> <C>
Global Business 20% 20% 60%
Managers
Other Staff Officers 50% 50%
and Corporate
Staff Participants
Division Presidents 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 four specific
organizational objectives, each with a weight of 25%.
These objectives are to be agreed upon at the
beginning of the plan year. They must include the
following measurable financial categories: sales,
operating earnings, asset management, and annual
contribution to long term vitality of the operating
unit. For the three financial goals performance
levels for 5, 4, 3, 2, and 1 ratings are to be
defined at the beginning of the plan year for each
goal. The fourth goal will be assessed at year end
by the CEO. In addition, each operating unit must
define quality/customer satisfaction objectives for
the year. Achievement of these objectives may be
used to modify calculated results up to +10%.
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 may make a
modification of +20% including the +10% for Quality
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 pre-
determined 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 overall
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 overall 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 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.
BAUSCH & LOMB INCORPORATED
BY: /s/ James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 19th day
of December, 1994.
<PAGE>
EXHIBIT (10)-h
THE BAUSCH & LOMB INCORPORATED MANAGEMENT EXECUTIVE INCENTIVE
PLAN
1.0 INTRODUCTION
The Management Executive Incentive Plan is established to provide
incentive compensation in the form of a supplement to the base
salaries of the officers who comprise the Management Executive
Committee; 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
The Chairman and Chief Executive Officer, President and Chief
Operating Officer, Senior Vice President Corporate Affairs and
Secretary, and Senior Vice President Finance are eligible to
participate in The Management Executive Incentive Plan. The
participant must be on the payroll in an eligible position before
July 1 of the plan year, to be eligible for an award.
Participants in this Plan are not eligible to participate in the
Executive Incentive Compensation Plan.
3.0 DEFINITIONS
3.1 A standard incentive award
has been established for each salary grade or job
band for participants in this Plan and is expressed
as a percentage of period salary (i.e., eligible base
salary earnings for the year). The standard
percentages are:
Chairman and Chief Executive 65
Officer
President and Chief Operating 55
Officer
Senior Vice President 50
Corporate Affairs and
Secretary
Senior Vice President Finance 50
3.2 An approved incentive
award is the incentive award which has been approved
by the Committee On Management of the Board of
Directors (the "Committee on Management") to be paid
by the Company to the participant.
Actual incentive award amounts, based upon
organizational performance, can vary from 0% for
unacceptable performance to a range from a minimum of
50% to a maximum of 175% of standard for acceptable
performance. In any event, an award cannot exceed
the maximum.
4.0 MEASURES OF PERFORMANCE
The Committee on Management will set performance measures to be
applied for incentive plan purposes. These performance measures
will determine 100% of the bonus calculation for participants in
this Plan.
4.1 The "Organizational
Performance Management System" (OPMS) has been
established to evaluate performance for the
Management Executive Incentive Plan.
The OPMS is based upon specific organizational
objectives, which are established prior to the
beginning of each year by the Committee on
Management. These objectives include the following:
<TABLE>
<CAPTION>
Performance Measures Weightings
<S> <C>
Sales growth 30%
EPS growth 30%
ROE 30%
Aggregate weighted 10%
customer service ratings
from each of the operating
divisions
</TABLE>
Performance levels for 5, 4, 3, 2, and 1 ratings
are defined by the Committee on Management prior to
the beginning of the plan year for each goal.
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 feel 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 award is calculated by multiplying
the participant's period salary by the standard
percentage set forth in Section 3.1.
2) The final organizational rating is determined by
weighting the performance ratings determined under
Section 5 in accordance with the percentages in
Section 4.1; adding the four weighted ratings; and
converting the total performance ratings to a
percentage factor pursuant to Attachment I,
conversion table.
3) The percentage factor is then multiplied times the
standard bonus.
4) There is no award granted if final organizational
rating is below 2.0.
7.0 REMOVAL, TRANSFERS AND TERMINATIONS
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 earned 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 within the year and the
award earned. Awards will not be paid for any period
less than six months participation in the plan year.
Participants who leave the company for reasons other than
retirement, death, disability, change in control, or are
terminated prior to the actual payment of award will forfeit the
award for that plan year.
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.
8.0 ADMINISTRATION OF THE PLAN
The Committee On Management reserves the right to interpret,
amend, modify or terminate the existing program in accordance
with changing conditions, but only to the extent authorized or
permitted by law. 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. Notwithstanding the foregoing, the
Committee on Management shall not exercise any discretionary
authority granted to it pursuant to this Section in a way which
would cause the Company to lose the benefit of the performance
based exemption from the $1 million cap on individual
compensation deductions for publicly traded corporations set
forth in IRC Section 162 (m).
No participant eligible to receive any payments shall have any
rights to pledge, assign, or otherwise dispose of unpaid portion
of such payments.
9.0 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.
BAUSCH & LOMB INCORPORATED
BY: /s/ James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 28th day
of February, 1994.
<PAGE>
EXHIBIT (10)-i
THE BAUSCH & LOMB INCORPORATED SUPPLEMENTAL MANAGEMENT EXECUTIVE
INCENTIVE PLAN
1.0 INTRODUCTION
The Supplemental Management Executive Incentive Plan is designed
to advance the interests of Bausch & Lomb and its shareholders by
(i) providing incentives for those key executives who have
overall responsibility for the performance of the company; (ii)
reinforcing corporate financial goals; (iii) providing
competitive levels of compensation for key executives; and (iv)
aligning management and shareholder interests.
The Plan is established to allow the Committee on Management of
the Board of Directors (the "Committee"), in its discretion, to
make an incentive award in addition to that calculated in The
Management Executive Incentive Plan (MEIP) or the Long Term
Performance Stock Plan (LTPSP), if the executive's or company's
performance exceeds the performance measured by MEIP and LTPSP.
2.0 ELIGIBILITY
Senior officers with overall responsibility for the long term
performance of the Company are eligible to participate in The
Supplemental Management Executive Incentive Plan. The Committee
will designate the executives to participate in the Plan. 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 SUPPLEMENTAL AWARDS
The Committee will make an award under this Plan if it determines
that such an award is in the interests of Bausch & Lomb and its
shareholders given the criteria set forth in Section 1.0 above.
Awards under this Plan may be made in cash or Bausch & Lomb Class
B Stock granted pursuant to the 1990 Stock Incentive Plan or any
successor plan.
4.0 ADMINISTRATION OF THE PLAN
The Committee 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 is
responsible for overall administration of the Plan. It will
determine who will receive incentives and the amount of each
incentive. The Committee 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.
5.0 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. Any payments made under this Plan
which would result in incentive compensation to a participant
which would not be deductible pursuant to IRC Section 162(m)
($1MM cap on individual compensation deductions for publicly
traded corporations) shall, to the extent of such non-deductible
compensation, automatically be paid into the Deferred
Compensation Plan on behalf of the participant. Such deferred
payment would be invested at the direction of the plan
participant, and would be paid out subsequent to retirement.
BAUSCH & LOMB INCORPORATED
BY: /s/James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
AGREED to this 28th day
of February, 1994.
<PAGE>
EXHIBIT (10)-j
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"). Participants in
this Plan are not eligible to participate in the Company's
other Long Term Performance Stock Plans.
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 Committee, after consultation with management, will
establish 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 mid-
point 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 0% 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 December meeting of the Committee prior to 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,
the Company will accrue quarterly dividends on each
Participant's Units equal to the dividends which would be
payable on a like number of shares of Class B Stock. At the
time of a payout pursuant to Section VII, the Participant
will receive a cash payment equal to the dividends which
would have been payable on the shares of Class B Stock
included in the Award (if any) if such shares had been held
by the Participant during the cycle. If a 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. 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.
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 earned and paid at
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)
establish the Performance Goals for the Award Cycle before
the beginning of each Award Cycle; and 2) 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,
non-recurring, 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 Committee further reserves the right to
interpret, amend, modify or terminate the Plan, but only to
the extent authorized or permitted by law. The effective
date of each Award Cycle is January 1 of the first year of
the performance period. Notwithstanding the foregoing, the
Committee shall not exercise any discretionary authority
granted to it pursuant to this Section in a way which would
cause the Company to lose the benefit of the performance
based exemption from the $1 million cap on individual
compensation deductions for publicly traded corporations set
forth in IRC Section 162 (m).
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.
Restated by Committee on
Management on February 10, 1994
BY: /s/James P. Greenawalt
JAMES P. GREENAWALT
CORPORATE VICE PRESIDENT
HUMAN RESOURCES
<PAGE>
EXHIBIT 11
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
For the Years Ended
Dollars & Shares in
Thousands - Except Per December 31, December 25,
Share Data 1994 1993
<S> <C> <C>
Net earnings $13,478 $156,547
Actual outstanding Common
and Class B shares at
beginning of year 59,118 59,444
Average Common shares
issued for stock options
and effects of assumed
exercise of Common stock
equivalents and repurchase
of Common and Class B
shares 621 671
Average Common and Class B
shares outstanding 59,739 60,115
Net earnings per Common
and Common share equivalent $ 0.23 $ 2.60
</TABLE>
<PAGE>
EXHIBIT 12
<TABLE>
STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED
CHARGES
<CAPTION>
Dollar Amounts December 31, December 25,
in Thousands 1994 1993
<S> <C> <C>
Earnings before provision $ 90,340 $242,024
for income taxes and
minority interest
Fixed charges 42,954 35,664
Less: Capitalized (260) (260)
interest, net of current
period amortization
Total earnings as adjusted $133,554 $277,948
Fixed charges:
Interest (including $ 41,379 $ 34,202
interest expense and
capitalized interest)
Portion of rents 1,575 1,462
representative of the
interest factor
Total fixed charges $ 42,954 $ 35,664
Ratio of earnings to 3.11<F1> 7.79<F2>
<FN>
<F1> Excluding the effect of the goodwill impairment charge
described in the Notes to Financial Statements, the ratio of
earnings to fixed charges at December 31, 1994 would have been
4.86.
<F2> 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>
<PAGE>
EXHIBIT 22
<TABLE>
SUBSIDIARIES OF BAUSCH & LOMB INCORPORATED
As of December 31, 1994
<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 (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
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
Cornealent Waicon do Brasil Industria e
Comercio, Ltda. Brazil
Wilmington Partners L.P. Massachusetts
</TABLE>
<PAGE>
EXHIBIT (24)
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Bausch & Lomb Incorporated
Our audits of the consolidated financial statements referred to
in our report dated January 24, 1995 appearing on page 61 of the
1994 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 LLP
PRICE WATERHOUSE LLP
Rochester, New York
January 24, 1995
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. 33-51117) of Bausch &
Lomb Incorporated of our report dated January 24, 1995 appearing
on page 61 of the 1994 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 LLP
PRICE WATERHOUSE LLP
Rochester, New York
March 27, 1995
<PAGE>
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 31, 1994, 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 28th day of February, 1995.
/s/ Franklin E. Agnew /s/ Linda Johnson Rice
Franklin E. Agnew Linda Johnson Rice
/s/ William Balderston 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
Ruth R. McMullin
/s/ John R. Purcell
John R. Purcell
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS QTR-4
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> DEC-31-1994 DEC-31-1994
<CASH> 230,369 230,369
<SECURITIES> 2,173 2,173
<RECEIVABLES> 288,820 288,820
<ALLOWANCES> 16,830 16,830
<INVENTORY> 312,781 312,781
<CURRENT-ASSETS> 953,966 953,966
<PP&E> 1,007,698 1,007,698
<DEPRECIATION> (464,948) (464,948)
<TOTAL-ASSETS> 2,457,731 2,457,731
<CURRENT-LIABILITIES> 676,538 676,538
<BONDS> 289,504 289,504
<COMMON> 24,165 24,165
0 0
0 0
<OTHER-SE> 984,491 984,491
<TOTAL-LIABILITY-AND-EQUITY> 2,457,731 2,457,731
<SALES> 1,850,552 479,053
<TOTAL-REVENUES> 1,850,552 479,053
<CGS> 900,733 236,373
<TOTAL-COSTS> 900,733 236,373
<OTHER-EXPENSES> 856,054 289,562
<LOSS-PROVISION> 5,707 (2,256)
<INTEREST-EXPENSE> 41,379 11,970
<INCOME-PRETAX> 90,340<F1> <F1> (49,554)
<INCOME-TAX> 52,805 6,890
<INCOME-CONTINUING> 13,478 (62,927)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 13,478 (62,927)
<EPS-PRIMARY> 0.23 (1.05)
<EPS-DILUTED> 0.23 (1.05)
<FN>
<F1>
Income Before Taxes and Minority Interest
</FN>
</TABLE>
