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

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 March 1, 2002 of the voting stock held by non-affiliates of the registrant was $2,060,916,461. For the sole purpose of making this calculation, the term "non-affiliate" has been interpreted to exclude directors and officers. Such interpretation is not intended to be, and should not be construed to be, an admission by Bausch & Lomb Incorporated or such directors or officers that such directors and officers are "affiliates" of Bausch & Lomb Incorporated, as that term is defined under the Securities Act of 1933.

Bausch & Lomb Incorporated is a world leader in the development, manufacture and marketing of healthcare products for the eye.

Bausch & Lomb was incorporated in the State of New York in 1908 to carry on a business which was established in 1853. Its principal executive offices are located in Rochester, New York. Unless the context indicates otherwise, the terms "Bausch & Lomb" and "company" as used herein refer to Bausch & Lomb Incorporated and its consolidated subsidiaries. Highlights of the general development of the business of Bausch & Lomb during 2001 are discussed below. Per share amounts in the remainder of this section reflect December 2001 year-to-date diluted average shares outstanding.

Revenues from continuing operations for the year ended December 29, 2001 were $1,711.9 million, a decrease of $60.5 million from 2000. Net earnings for 2001 amounted to $21.2 million, or $0.39 per share, compared to 2000 net earnings of $83.4 million, or $1.52 per share. Results for 2001 include an after tax loss on an adjustment to the disposal of discontinued operations of $21.1 million or $0.39 per share and a benefit from a change in accounting principle of $0.3 million. Income from continuing operations was $42.0 million or $0.78 per share. Results for 2000 include an extraordinary gain on the early retirement of debt of $1.4 million or $.03 per share. Income from continuing operations was $82.0 million or $1.49 per share in 2000.

In October 2001, the company announced the acquisition of all rights to the loteprednol etabonate ophthalmic pharmaceutical products of Pharmos Corporation. The company has paid an initial amount of approximately $25.5 million for rights to two prescription anti-inflammatory ophthalmic drops, Lotemax and Alrex, manufactured and marketed by the company under a previous marketing agreement. The company expects to pay additional amounts, up to approximately $24.0 million, depending on market introduction and success of a new product currently in the clinical trial stage.

In November 2001, the company purchased the ophthalmic pharmaceutical business of Fidia Farmaceutici, S.p.A. based in Italy. Fidia Oftal manufactured and marketed both over the counter and prescription products including dry eye preparations, anti-infectives, ointments, viscoelastics, and nutraceuticals. The company also acquired products in development and Fidia's ophthalmic business outside of Italy.

In December 2000, the company's Board of Directors approved a comprehensive restructuring plan that would facilitate the company's realignment as an integrated operating company with centralized management of R&D and supply chain operations and with commercial operations managed on a regional basis. The restructuring plan was implemented in two phases due to the anticipated timing of communication to employees and overall implementation schedule. As a result, a pre-tax amount of $42.7 million was recorded during the fourth quarter of 2000 for Phase I of the restructuring action and for asset write-offs. During the first quarter of 2001, a pre-tax amount of $16.9 million was recorded for Phase II of the restructuring action and additional asset write-offs.

During the fourth quarter of 2001, the company reversed $4.0 million of severance and other costs that were not required. The reversal was primarily the result of costs related to employee severance being lower than originally anticipated, in addition to employee resignations. All actions related to this restructuring plan were completed as of December 29, 2001.

In February 2001, the company reached a settlement agreement in connection with an action pending in the United States District Court for the Middle District of Florida filed in June 1994 by the Florida Attorney General. The litigation subsequently included claims by the attorneys general for 31 other states and a nationwide class of consumers claiming that the company's long-standing policy of selling contact lenses only to licensed professionals was adopted in conspiracy with others to eliminate alternative channels of trade. In settling these matters, the company has admitted no liability. The settlement expense was reflected as a $15 million charge recorded in the fourth quarter of 2000.

Information concerning sales, operating earnings and assets attributable to each of the company's operating segments is set forth on pages A2-A4 and A25-A27 of Exhibit A to the Proxy and is incorporated herein by reference.

Operating Segments - In 2000, Bausch & Lomb announced a reorganization from a product line structure to a regionally based management structure for commercial operations. The research and development and product supply functions were also realigned and are managed on a global basis. The change in the structure was effective on January 1, 2001. The company's segments are comprised of the Americas region; the Europe, Middle East and Africa region (Europe); the Asia region; the Research, Development and Engineering organization and the Global Supply Chain organization. Information concerning sales by segment is set forth on pages A2-A4 of Exhibit A to the Proxy and is incorporated herein by reference.

The company reports sales for each of its major product categories: contact lens, lens care, pharmaceutical, cataract and refractive. Below is a description of each product category to the extent that it is material to an understanding of the company's operations.

Contact Lens - The contact lens product category includes, among others, traditional, planned replacement disposable, daily disposable, rigid gas permeable, continuous wear and toric lenses. They are marketed to licensed eye care professionals and health product retailers by the company's sales force.

Pharmaceutical - The company manufactures and sells generic and proprietary prescription pharmaceuticals and vision accessories with a strategic emphasis in the ophthalmic field and over-the-counter (OTC) ophthalmic medications. These products are marketed by the company's sales force and distributed through wholesalers, independent pharmacies, drug stores, food stores, mass merchandisers and hospitals.

Cataract - The company manufactures and sells products and equipment for cataract and retinal surgery. Cataract products are marketed by the company's sales force to ophthalmic surgeons, hospitals, ambulatory surgery centers and distributors.

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

Suppliers and Customers - Materials and components for each of the company's product categories are purchased from a wide variety of suppliers; the loss of any one supplier would not adversely affect the company's business to a significant extent. No material part of the company's business, taken as a whole, is dependent upon a single or a few customers.

Patents, Trademarks and Licenses - While in the aggregate the company's patents are of material importance to its businesses taken as a whole, no single patent or patent license or group of patent licenses relating to any particular product or process is material to any industry segment. The company actively pursues technology development and acquisition as a means to enhance its competitive position in its business segments.

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

Seasonality and Working Capital - The nature of the products sold is not significantly impacted by seasonality issues. In general, the working capital requirements in each of the company's segments are typical of those businesses.

Competition and Markets - The company markets each of its product categories throughout the world. Each category is highly competitive in both U.S. and non-U.S. markets. For all products, the company competes on the basis of product performance, quality, technology, price, service, warranty and reliability.

Research and Development - Research and development constitutes an important part of the company's activities. The company's research and development expenditures included in continuing operations totaled $122 million in 2001, as compared to $122 million in 2000 and $98 million in 1999.

Government Regulation - The company's products are subject to regulation by governmental authorities in the United States and other markets. These authorities, including the Food and Drug Administration (FDA) in the United States, generally require extensive testing of new products prior to sale and have jurisdiction over the safety, efficacy and manufacturing of products, as well as product labeling and marketing. In most cases, significant amounts of time and money must be spent to bring a new product to market in compliance with these regulations. The regulation of pharmaceutical products and medical devices, both in the United States and in other markets, has historically been subject to change.

Environment - Although the company is unable to predict what legislation or regulations may be adopted or enacted in the future with respect to environmental protection and waste disposal, existing legislation and regulations have had no material adverse effect on its capital expenditures, earnings or competitive position. Capital expenditures for property, plant and equipment for environmental control facilities were not material during 2001 and are not anticipated to be material for 2002 or 2003.

Number of Employees - The company employed approximately 11,600 persons as of January 1, 2002.

Information as to sales and long-lived assets attributable to U.S. and non-U.S. geographic regions is set forth on pages A3-A4 and page A27 of Exhibit A to the Proxy and is incorporated herein by reference.

The principal physical properties (and their primary functions) of the company at March 1, 2002 are listed below. Except where otherwise indicated by footnote, all properties shown are held in fee and are not subject to major encumbrances. The company considers that its facilities are suitable and adequate for the operations involved. All facilities are being productively utilized. Unless otherwise noted, all properties used for manufacturing are within the Global Supply Chain Segment, all properties used for R&D are within the Research, Development and Engineering Segment, and all properties used for Warehouse/Distribution or Sales/Administration/Office are within the Commercial Segment (Americas, Europe or Asia) where such property is located. Properties may house the functions of multiple segments.

(1)    Leased space
(2)    Includes both owned and leased properties.
(3)    Manufacturing function reports to the Commercial Segment of such peroperty's region.

On April 13, 2001, a shareholder class action lawsuit was filed in the U.S. District Court for the Western District of New York. Four other similar lawsuits were filed in both the Western and Southern Districts of New York, with the company's Chief Financial Officer, Stephen C. McCluski and former Chairman and Chief Executive Officer, William M. Carpenter, and former President, Carl E. Sassano, named as defendants. The complaints allege that the value of the company's stock was inflated artificially by alleged false and misleading statements about expected financial results. The plaintiffs seek to represent a class of shareholders who purchased company common stock between January 27, 2000 and August 24, 2000. On October 15, 2001 all lawsuits were consolidated in the United States District Court for the Western District of New York. No substantive action has taken place in this matter. The company intends to defend itself vigorously against these claims.

The company is currently involved in several pending patent proceedings relating to its PureVision contact lens product line. Specifically, CIBA Vision Corporation and related entities have commenced four separate actions against the company in the United States and abroad alleging that the PureVision lens product infringes intellectual property held by them. The first of these suits was filed on March 8, 1999 in U.S. District Court for the Northern District of Georgia, followed by other suits commenced in the Federal Court of Melbourne, Australia (filed on February 29, 2000), the U.S. District Court for the District of Delaware (filed on May 3, 2001), and the Administrative Court of Duesseldorf, Germany (filed on September 7, 2001). Each of these suits is in various stages of the discovery process. The company intends to defend itself vigorously against these claims. On November 6, 2001, the company filed a patent infringement lawsuit against CIBA Vision Corporation in the U.S. District Court for the Western District of New York relative to a patent the company holds for hydrogel lenses. CIBA Vision Corporation has filed a motion for summary judgement in this action. The Court is scheduled to hear the summary judgement motion on April 12, 2002. The company intends to pursue vigorously its claims against CIBA Vision Corporation in this action.   

Not applicable.

Set forth below are the names, ages (as of March 1, 2002), positions and offices held by and a brief account of the business experience during the past five years of each executive officer.

All officers serve on a year-to-year basis through the day of the annual meeting of shareholders of the company, and there is no arrangement or understanding among any of the officers of the company and any other persons pursuant to which such officer was selected as an officer.

The section entitled "Dividends" on page A9 and the tables entitled "Quarterly Stock Prices" and "Selected Financial Data" on pages A37-A38 of Exhibit A to the Proxy are incorporated herein by reference.

The table entitled "Selected Financial Data" on page A38 of Exhibit A to the Proxy is incorporated herein by reference.

The section entitled "Financial Review" on pages A1-A12 of Exhibit A to the Proxy is incorporated herein by reference.

The section entitled "Market Risk" on pages A9-A10 of Exhibit A to the Proxy is incorporated herein by reference.

The financial statements, including the notes thereto, together with the section entitled "Report of Independent Accountants" on pages A13-A38 and A40 of Exhibit A of the Proxy, respectively, are incorporated herein by reference.

Not Applicable.

The sections entitled "Executive Compensation", "Report of the Committee on Management", "Compensation Tables" and "Defined Benefit Retirement Plans", the second paragraph of the section entitled "Board of Directors", the graph entitled "Comparison of Five-Year Cumulative Total Shareholder Return" and the last paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" included in the Proxy Statement on pages 9-12, 13-15, 17, 2, 16 and 17-18 respectively, are incorporated herein by reference.

The section entitled "Security Ownership of Certain Beneficial Owners and Directors and Executive Officers" in the Proxy Statement on pages 7-9 is incorporated herein by reference.

The first paragraph of the section entitled "Related Transactions, Employment Contracts and Termination of Employment and Change in Control Arrangements" on pages 17-18 of the Proxy Statement is incorporated herein by reference.

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

All other schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.