2001

[BAUSCH & LOMB LOGO]

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Corporate Offices         One Bausch & Lomb Place

                                        Rochester NY 14604-2701

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[BAUSCH & LOMB LOGO]

March 23, 2001

Dear Bausch & Lomb Shareholder:

We invite you to attend our annual meeting of shareholders on Tuesday, May 1, 2001, at 10:30 a.m., to be held at The Center for Biomedical Learning Conference Center at the Strong Memorial Medical Center Complex, School of Medicine and Dentistry, 601 Elmwood Avenue in Rochester, New York.

This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you about the agenda and the procedures for the meeting. It also describes how the company's Board of Directors operates and gives certain information about the company. In addition, you will note that for your convenience we have included the company's financial statements for 2000 as Exhibit A to the proxy statement.

We hope you will be able to attend the annual meeting. If you need special assistance at the meeting, please contact the Secretary of the company at the address above.

Sincerely,

/s/ William M. Carpenter

Chairman and Chief Executive Officer

Date:     May 1, 2001

Time:    10:30 a.m.

Place:    The Center for Biomedical Learning Conference Center

              Strong Memorial Medical Center Complex

              School of Medicine and Dentistry

              601 Elmwood Avenue

              Rochester, New York 14642-0001

Purpose: - Elect two directors

               - Ratify appointment of independent accountants

               - Conduct other business if properly raised

YOUR VOTE IS IMPORTANT. YOU MAY EITHER CALL THE TOLL-FREE NUMBER SET FORTH ON YOUR PROXY CARD OR SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY TO ENSURE ITS ARRIVAL IN TIME FOR THE MEETING.

/s/ Jean F. Geisel

Secretary

March 23, 2001

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The approximate date on which the enclosed form of proxy and this proxy statement are first being sent to shareholders is March 23, 2001.

On March 1, 2001, 53,116,678 shares of common stock and 455,590 shares of class B stock were outstanding. Each common share and class B share has one vote.

Shareholders of Bausch & Lomb Incorporated as of the company's record date, March 9, 2001, may vote. A list of shareholders entitled to vote will be available at the request of any shareholder at the annual meeting.

You may vote by proxy or in person at the meeting. For this year's annual meeting, the company is providing shareholders the additional option of voting by telephone by calling the toll-free number set forth on the proxy card, or you may choose to mail your signed proxy card to our tabulator in the envelope provided. Even if you plan to attend the meeting, we recommend that you vote prior to the meeting. You can always change your vote as described below.

Bausch & Lomb's Board of Directors is asking for your proxy. By giving us your proxy, you authorize the proxyholders (members of Bausch & Lomb management) to vote your shares at the meeting in the manner you direct. If you do not specify how you wish us to vote your shares, your shares will be voted "for" all director candidates and "for" the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the company for 2001. Proxyholders will also vote shares according to their discretion on any other matter properly brought before the meeting.

You may receive more than one proxy card depending on how you hold your shares. Generally, you need to either call the toll-free number or sign and return all of your proxy cards to vote all of your shares. For example, if you hold shares through someone else, such as a stockbroker, you may get proxy material from them. Shares registered in your name and shares held in the Bausch & Lomb 401(k) Plan are covered by a separate proxy card. If a proxy card representing shares in the Bausch & Lomb 401(k) Plan is not voted, those shares will be voted by the trustee of the Plan in accordance with the direction of the majority of shares voted by other participants in the Plan.

If for any reason any of the nominees for election as directors shall become unavailable for election, discretionary authority may be exercised by the proxyholders to vote for substitutes proposed by the Board of Directors.

In order to carry out the business of the meeting, we must have a quorum. This means that at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Shares owned by Bausch & Lomb are not voted and do not count for this purpose.

You may revoke your proxy before it is voted by submitting a new proxy with a later date, by voting in person at the meeting or by notifying Bausch & Lomb's Secretary in writing at the address under "Questions?" on page 20.

Bausch & Lomb   1   2001 Proxy Statement

Director nominees receiving the largest number of votes cast are elected, up to the maximum number of directors fixed by the Board to be elected at the meeting. As a result, any shares not voted (whether by abstention, broker non-vote or otherwise) have no impact on the election of directors, except to the extent that the failure to vote for a particular nominee may result in another nominee receiving a larger number of votes. Ratifying the appointment of PricewaterhouseCoopers LLP as independent accountants for 2001, and any other matter properly brought before the meeting, requires the favorable vote of a majority of the votes cast.

Only shareholders, their designated proxies and Bausch & Lomb's guests may attend the meeting.

The Board of Directors of the company met nine times in 2000. Each of the directors attended 75% or more of the aggregate number of regularly scheduled and special Board and committee meetings held during the year.

Effective May 2, 2000, directors who were not employees of the company received an annual retainer of $52,000. In addition, directors who chair committees and are not employees of the company received a $5,200 annual retainer. No additional fees are paid for attendance at meetings. The company does not pay an annual retainer or fees to directors who are employees of the company.

The company's Annual Retainer Stock Plan for Non-Employee Directors was approved by the shareholders on May 10, 1996 and amended on January 25, 2000 to include director stock ownership guidelines. The guidelines provide that directors who own company shares with an aggregate market value of $260,000 or more have the option to receive their annual retainer in company stock or cash or a combination of both. Directors who have not met the guidelines receive at least one-half of the annual retainer in company stock.

Under the 1990 Stock Incentive Plan, non-employee directors annually receive non-qualified, fully-vested options to purchase shares of class B stock of the company. The number of options is determined by a fixed formula set forth in the Plan, and the exercise price of all such options is determined by the fair market value of the company's common stock on the date of grant. For fiscal year 2000, each non-employee director was granted 1,822 options to purchase class B shares at a price of $61.9688 per share.

The Board of Directors has established four standing committees to assist it in carrying out its responsibilities: the Executive Committee, the Audit Committee, the Committee on Management and the Committee on Directors.

Number of Members: Five
Members: William M. Carpenter (Chair), Franklin E. Agnew, John R. Purcell, William H. Waltrip and Kenneth L. Wolfe
Number of Meetings in 2000: Eight
Functions: - Holds regularly scheduled and special meetings between regular Board meetings to take action necessary for the                       company to operate efficiently

                   - Possesses all of the authority of the full Board, except as limited by the by-laws of the company

Bausch & Lomb   2   2001 Proxy Statement

Number of Members: Four non-employee directors
Members: William H. Waltrip (Chair), Domenico De Sole, Jonathan S. Linen, Ruth R. McMullin
Number of Meetings in 2000: Three
Functions: - Reviews the scope and results of the independent accountants' annual examination of the company's consolidated                       financial statements
                   - Reviews the overall adequacy of internal controls with the company's internal auditors and independent accountants
                   - Recommends to the Board the appointment of the independent accountants
                   - Provides for direct communication among the Board, the independent accountants and the internal auditors
                   - Reviews with management non-audit services and related fees, as well as fees for the audit, to assess compatibility of                       non-audit services with the independence of the company's independent accountants
                   - Reviews with the company's general counsel and chief compliance officer the company's program for monitoring and                       assessing compliance with laws and company policy

Number of Members: Three non-employee directors
Members: Kenneth L. Wolfe (Chair), Franklin E. Agnew and Jonathan S. Linen
Number of Meetings in 2000: Six
Functions: - Reviews compensation policies to ensure that they provide appropriate motivation for corporate performance and                       increased shareholder value
                   - Recommends to the Board remuneration of the chief executive officer and determines remuneration of other officers of                       the company elected by the Board
                  - Conducts evaluation of the chief executive officer prior to submission of the evaluation to the Board
                  - Grants options under and otherwise administers the company's stock incentive plans and approves and administers any                       other compensation plan in which officers of the company participate
                  - Reviews and ensures that a process is in place to provide continuity and succession of officers and key employees

Number of Members: Three non-employee directors
Members: John R. Purcell (Chair), Linda Johnson Rice and Alvin W. Trivelpiece
Number of Meetings in 2000: One
Functions: - Recommends to the Board all matters relating to the Board, including the development of policies on composition,                      participation, and the size of the Board, and the tenure and retirement of directors
                  - Recommends to the Board changes in the organization and procedures of the Board, including corporate governance
                  - Considers director nominees, including those submitted by shareholders, for recommendation to the Board

The Committee on Directors will consider director candidates proposed by shareholders. The company's by-laws provide that such shareholder submissions must include certain biographical information concerning the recommended individual, including age, address, employment history and board memberships, if any, and the candidate's written consent to the nomination and to serve if elected. To be considered for nomination at the 2002 annual meeting, shareholder submissions for nomination must be received at the offices of the company to the attention of the Secretary at One Bausch & Lomb Place, Rochester, New York 14604-2701 between January 1, 2002 and February 1, 2002.

Bausch & Lomb   3   2001 Proxy Statement

The Board of Directors currently has ten members and, pursuant to the company's by-laws, is divided into three classes. One class is elected each year to serve for three years. The term of office of each class will expire, respectively, on the dates of the annual meetings of shareholders in 2001, 2002 and 2003. The directors whose terms expire at the 2001 annual meeting of shareholders are Domenico De Sole and Kenneth L. Wolfe. Accordingly, the Board of Directors has fixed the number of directors to stand for reelection at the 2001 annual meeting of shareholders at two, to serve until the 2004 annual meeting.

The company's Corporate Governance Guidelines state that when a director reaches age 70 during his or her term of office, he or she shall retire as a director effective on the date of the next annual meeting of shareholders. In accordance with these Guidelines, Alvin W. Trivelpiece, who has been a director of the company since 1989, will be retiring from service on the Board of Directors at the time of the annual meeting of shareholders.

Information about the nominees for election as directors, as well as those directors continuing in office, is presented below.

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[DOMENICO DE

SOLE PHOTO]         DOMENICO DE SOLE                                                                                                                                                  Director since 1996

Age: 57

                                   Mr. De Sole has served since 1995 as president and chief executive officer of Gucci Group N.V., a multibrand                                     luxury goods company which designs, produces and distributes personal luxury accessories and apparel. He                                     joined that company in 1984 as president and chief executive officer of Gucci America, Inc. and in 1994 was                                     named chief operating officer of Gucci Group N.V.

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[KENNETH L.

WOLFE PHOTO]      KENNETH L. WOLFE                                                                                                                                                   Director since 1989

Age: 62

                                    Mr. Wolfe has served since 1994 as chairman and chief executive officer of Hershey Foods Corporation, a food                                      products manufacturing firm. He joined that firm in 1967 and held various executive positions before being                                      appointed vice president and chief financial officer in 1981. In 1984, Mr. Wolfe was named senior vice                                      president. From 1985 until 1993, he was president and chief operating officer. Mr. Wolfe is a director of the                                     Hershey Trust Company, Carpenter Technology Corporation and GPU, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE INDIVIDUALS IDENTIFIED ABOVE AS DIRECTOR NOMINEES OF THE COMPANY.

Bausch & Lomb   4   2001 Proxy Statement

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[JONATHAN S.

LINEN PHOTO]          JONATHAN S. LINEN                                                                                                                                                 Director sine 1996

Age: 57

                                      Mr. Linen has served since 1993 as vice chairman of American Express Company, a diversified worldwide                                        travel and financial services company. He joined that company in 1969 and held various executive positions                                        before being appointed president and chief executive officer of Shearson Lehman Brothers in 1989. In 1992,                                        he was named president and chief operating officer of American Express Travel Related Services Company,                                        Inc. Mr. Linen is a member of the board of trustees of the National Urban League and the U.S. Council for                                        International Business, and is a member of The Council on Foreign Relations.

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[JOHN R. PURCELL

PHOTO]                       JOHN R. PURCELL                                                                                                                                                       Director since 1976

Age: 69

                                      Mr. Purcell has served since 1989 as chairman and chief executive officer of Grenadier Associates Ltd., a                                        venture banking firm. From 1991 until 1997, he served as chairman of Donnelley Marketing, Inc., a data-based                                        direct marketing company. From 1987 until 1990, he served as chairman of Mindscape, Inc., an educational                                        and entertainment computer software company. Mr. Purcell served from 1982 until 1986 as chairman and                                        president of SFN Companies, Inc., a communications company. Prior to that he served as executive vice                                        president of CBS, Inc. and as senior vice president, finance of Gannett Co., Inc. He is a director of Omnicom                                        Group, Inc., eLoyalty Corporation and Journal Register Company.

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[WILLIAM H.

WALTRIP PHOTO]    WILLIAM H. WALTRIP                                                                                                                                          Director since 1985

Age: 63

                                      Mr. Waltrip has served since 1993 as chairman of the board of Technology Solutions Company, a systems                                        integration company, and from 1993 until 1995 he was chief executive officer of that company. From 1996 to                                        1998, he also served as chairman of Bausch & Lomb Incorporated, and during 1996 was the company's chief                                        executive officer. From 1991 to 1993, he was chairman and chief executive officer of Biggers Brothers, Inc., a                                        food service distribution company and was a consultant to private industry from 1988 to 1991. From 1985 to                                        1988, he served as president and chief operating officer of IU International corporation, a transportation,                                        environmental and distribution company. Earlier, he had been president, chief executive officer and a director                                        of Purolator Courier Corporation. He is a director of Advanced Medicine, Inc., Charles River Laboratories,                                        Inc., Teachers Insurance and Annuity Association and Thomas & Betts Corporation.

Bausch & Lomb   5   2001 Proxy Statement

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[FRANKLIN E.

AGNEW PHOTO]      FRANKLIN E. AGNEW                                                                                                                                            Director since 1982

Age: 66

                                    Mr. Agnew serves as a business consultant to private industry. From 1989 until 1990, Mr. Agnew was trustee in                                      reorganization of Sharon Steel Corporation. From 1971 until 1986, Mr. Agnew was a director of H. J. Heinz                                      Company, a worldwide provider of processed food products and services, and from 1973 until 1986 was a                                      group executive with responsibility for various Heinz affiliates. Mr. Agnew is a director of The Prudential                                     Insurance Company of America.

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[WILLIAM M.

CARPENTER PHOTO]  WILLIAM M. CARPENTER                                                                                                                                 Director since 1996

Age: 48

                                    Mr. Carpenter became chairman of Bausch & Lomb in January 1999 and has served as chief executive officer                                      of Bausch & Lomb since 1997. He joined the company in March 1995 as executive vice president and global                                      business manager, eyewear, and was named president and chief operating officer in December 1995. From 1991                                      to 1994, he held several executive positions at Reckitt & Colman, Inc., the U.S. subsidiary of Reckitt &                                      Colman, plc, including serving as its president and chief executive officer. From 1977 to 1991, Mr. Carpenter                                      held several executive positions with Johnson & Johnson's health care and consumer products businesses.

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[RUTH R. MCMULLIN

PHOTO]                     RUTH R. MCMULLIN                                                                                                                                                  Director since 1987

Age: 59

                                    Mrs. McMullin is the chairperson of trustees of the Eagle-Picher Personal Injury Settlement Trust. She was a                                      member of the faculty of the Yale School of Management as a Management Fellow from 1994 to 1995. From                                      1992 to 1994, she was president and chief executive officer of the Harvard Business School Publishing                                      Corporation. From 1990 to 1992, Mrs. McMullin was a consultant to private industry and from 1991 to 1992,                                     she was also chief executive officer of UNR Industries, Inc. and a member of that company's chairman's                                      committee. From 1989 to 1990, Mrs. McMullin was president and chief executive officer of John Wiley &                                      Sons, Inc., a publishing company. She joined that company as executive vice president and chief operating                                      officer in 1987.

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[LINDA JOHNSON

RICE PHOTO]           LINDA JOHNSON RICE                                                                                                                                             Director since 1990

Age: 43

                                    Mrs. Rice has served since 1987 as president and chief operating officer of Johnson Publishing Company. In                                      addition to management of the company, she oversees the editorial content of Ebony and Jet magazines. She is                                      also president of Fashion Fair Cosmetics, a division of Johnson Publishing. Mrs. Rice is a director of Kimberly-                                     Clark Corporation, Omnicom Group, Inc., The Quaker Oats Company and VIAD Corp .

Bausch & Lomb   6   2001 Proxy Statement

The Board of Directors has unanimously approved and voted to recommend that shareholders ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of the company for 2001. They have been independent accountants of the company since 1927. A representative of PricewaterhouseCoopers LLP plans to be present at the meeting, will have the opportunity to make a statement, and is expected to be available to respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR 2001.

In addition to shares beneficially owned by directors and executive officers of the company, as indicated above, such persons may also own common stock equivalents under deferred compensation plans of the company, reflecting further their economic stake in the value of the company's common stock. As of March 1, 2001, the following common stock equivalents were owned by (i) the company's executive officers: Mr. Carpenter, 61,679; Mr. Edstrom, 20,617; Mr. Hahs, 7,066; Mr. McCluski, 13,485; Dr. Riedhammer, 12,124; Mr. Sassano, 19,153; (ii) the company's directors: Mr. Purcell, 12,018; and (iii) all executive officers and directors of the company as a group: 174,969.

Under the company's Retirement Benefits Plan, all employees of the company and certain subsidiaries who have reached age 21 and have at least one year of service are participants. Prior to January 1, 2000, monthly retirement benefits were based on a formula that provided both company non-contributory benefits and additional benefits based on optional employee contributions. Monthly benefits paid under the Plan were based on employee earnings as defined in the Plan, Social Security covered compensation, and credited years of service at the time of retirement.

Bausch & Lomb   16   2001 Proxy Statement

Effective January 1, 2000, the Plan was amended to be a cash balance retirement plan which accrues benefits in a hypothetical account which can be paid either as a single lump sum or converted to a lifetime monthly annuity at time of retirement or separation from the company. Under the amended Plan, optional employee contributions are no longer permitted. Account values increase annually based on earnings, as defined in the Plan, as well as other factors such as age, service and interest credited on account balances. Benefits vest after five years of service as defined in the Plan. Messrs. Carpenter, Sassano, Hahs, McCluski, Riedhammer, and Aron are vested participants under this Plan. Mr. Edstrom is not a vested participant under this Plan. Assuming continued employment to normal retirement age, the estimated annual benefits payable to Messrs. Carpenter, Hahs, McCluski and Aron are $39,207, $94,406, $60,321 and $21,057, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $67,781 and $23,536, respectively.

In addition, the company maintains a separate Retirement Benefit Restoration Plan which provides eligible employees additional retirement benefits which would otherwise be provided under the Retirement Benefits Plan but are excluded from that Plan by specific federal regulatory limitations. Benefits vest after five years of service as defined in the Plan. Messrs. Sassano, Hahs, McCluski, Riedhammer and Aron are vested participants under this Plan. Mr. Edstrom is not a vested participant under this Plan. Assuming continued employment to normal retirement age, the estimated annual benefit payable to Messrs. Hahs, McCluski and Aron is $145,857, $129,252 and $14,464, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $84,801 and $26,802, respectively.

The company maintains two Supplemental Executive Retirement Plans ("SERP"), under which officers may become eligible for retirement benefits in addition to those provided under the company's Retirement Benefits Plan. No officer is eligible to participate in more than one company SERP, and the officers named in the Summary Compensation Table on page 13 are participants in one of the SERPs described below. Participants who vest under SERP II will receive annual benefits, payable monthly, in an amount equal to a percentage of their final average salary and bonus compensation. The percentage used is a function of age at retirement: 32% at age 55, and up to 60% at age 62. For SERP III, prior to January 1, 2001, benefits were based on a rate of 0.5% of final average salary and bonus compensation for each year of officer service. Effective January 1, 2001, the plan was amended to be a cash balance retirement plan which accrues benefits for eligible officers in a hypothetical account, at an annual rate of 5% of covered earnings, as defined in the Plan. Benefits are paid either as a single lump sum or converted to a lifetime monthly annuity at time of retirement or separation from the company. Benefits vest upon the completion of five years of service. The plans also provide for the payout of the net present value of all benefits in the event of a change in control of the company.

Mr. Carpenter has vested under SERP II. Messrs. Sassano, Hahs, McCluski, Riedhammer and Aron have vested under SERP III. Mr. Edstrom is not vested under SERP III. Assuming continued employment to normal retirement age, the estimated annual benefit payable for Mr. Carpenter under SERP II is $1,563,866. Assuming continued employment to normal retirement age, the estimated annual benefit payable to Messrs. Hahs, McCluski and Aron under SERP III is $81,645, $87,356 and $22,984, respectively. Assuming the payment of accrued benefits is deferred until normal retirement age, the estimated annual benefit payable to Messrs. Sassano and Riedhammer is $51,465 and $19,574, respectively. Under each of the foregoing plans, the benefit payable is stated as a cash balance. However, for purposes hereof, the annual payments stated above are calculated by applying an actuarial-based conversion factor against the projected value of the individual's cash balance account at normal retirement age.

In connection with class B shares purchased under the company's stock incentive plans, the company may loan the participant an amount equal to the full amount of the purchase price of those shares, in which case the shares serve as collateral for the loan. The rate of interest on loans to participants is the lesser of the applicable federal rates announced monthly by the Internal Revenue Service pursuant to Section 1274(d) of the Internal Revenue Code of 1986, or 9%. To the extent applicable, the largest aggregate amount of indebtedness outstanding which exceeded $60,000 at any time in the company's 2000 fiscal year for directors and executive officers of the company was as follows: (i) the company's directors: Mrs. McMullin, $111,649; Mr. Purcell, $731,326; Mrs. Rice, $69,222; Mr. Waltrip, $119,824 and (ii) the company's executive officers: Mr. Aron, $238,095; Mr. Carpenter, $915,750; Mr. Alan H. Farnsworth, $352,742; Mr. Hahs, $450,734; Mr. Jurij Z. Kushner, $418,298; Mr. John M. Loughlin, $247,653; Mr. McCluski, $479,594; Mr. Mark M. Sieczkarek, $238,095; Mr. Robert B. Stiles, $539,028. As of March 1, 2001, the outstanding amount of such indebtedness was as follows: (i) the company's directors: Mrs. McMullin, $111,649; Mr. Purcell, $731,326; Mrs. Rice, $69,222; Mr. Waltrip, $119,318; and (ii) the company's executive officers: Mr. Aron, $238,095; Mr. Carpenter, $915,750; Mr. Farnsworth, $352,742; Mr. Hahs, $450,734; Mr. Kushner, $418,298; Mr. Loughlin, $247,653; Mr. McCluski, $479,594; Mr. Sieczkarek, $238,095; Mr. Stiles, $649,162.

Bausch & Lomb   17   2001 Proxy Statement

The company has entered into agreements, for an indefinite term, with all persons named in the Summary Compensation Table on page 13. Each agreement provides that, in the event of a change in control (as defined in the agreements) which is followed within either two or three years, as determined under the agreements, by (i) termination of the officer's employment; (ii) a downgrading of the officer's position; or (iii) voluntary termination under circumstances specified in the agreements, the officer will be entitled to: (a) salary and pro rata bonus then due and (b) a lump sum separation payment equal to either two or three times annual base salary and bonus as determined under the agreements. In 1996, the company reduced the benefits to new executive officers, so that they will receive benefits equal to two times his or her compensation rather than three times his or her compensation. Each officer will also be entitled to a continuation of certain benefits and perquisites for up to two or three additional years as determined under the agreements. These benefits and perquisites may be reduced by corresponding benefits or perquisites provided by a subsequent employer during the period in which they are provided.

The company has entered into an agreement with Mr. Sassano in connection with the termination of his employment. This agreement provides for payment of severance for 24 months at Mr. Sassano's then current salary as set forth in the Summary Compensation Table on page 13; a portion of his EVA bonus bank from prior years which, after forfeiture of $71,505 based on 2000 performance, resulted in a payment of $144,132 on March 2, 2001; and a continuation of various benefits through the severance period. The agreement also restricts Mr. Sassano's ability to enter into businesses that compete with the company for a period of two years from his separation date of March 7, 2001. Mr. Sassano's agreement was filed as an exhibit to the company's Form 10-Q for the period ended September 23, 2000.

A new feature of this Proxy Statement is this Report of the Audit Committee, which discusses the composition, role and certain determinations of the Audit Committee.

The members of the Audit Committee are Messrs. William H. Waltrip (Chair), Domenico De Sole and Jonathan S. Linen, and Mrs. Ruth R. McMullin. None of the Audit Committee members is a former employee of the company, except for Mr. Waltrip, who, on an interim basis, served as the company's chief executive officer during 1996, and as its chairman from 1996 to 1998. In view of the interim nature of Mr. Waltrip's service, and in view of the fact that Mr. Waltrip's return to service solely as director has been characterized by the independent judgment and oversight which highlighted his ten years of service as an outside director prior to 1996, the Board of Directors has determined that it is in the best interest of the company for Mr. Waltrip to be available to serve on the company's Audit Committee and that Mr. Waltrip's prior positions with the company do not interfere with his exercise of independent judgment as chair of the Audit Committee. None of the Audit Committee members has a business relationship with the company, or is a partner, controlling shareholder or executive officer of an entity that has a material business relationship with the company. In addition, there is no Audit Committee member who is employed as an executive of another company where any of the company's executives serves on that other firm's compensation committee. No member of the Audit Committee is an immediate family member of an individual who is an executive officer of the company or any of its affiliates.

Each member of the Audit Committee is financially literate, in accordance with the qualifications set forth by the company's Board of Directors in its business judgment. In addition, at least one member of the Audit Committee has accounting or related financial management expertise, as the Board of Directors interprets this qualification in its business judgment.

In 2000, the Audit Committee met three times. The Board of Directors has adopted a written Charter, setting forth the authority and responsibilities of the Audit Committee. A copy is attached as Exhibit B. Consistent with its Charter, the Audit Committee took the actions identified on page 3 of this Proxy Statement. In addition, the Audit Committee recommended for Board approval, based on the full scope of its activities, that (i) the audited financial statements be included by reference in the company's annual report on Form 10-K for the year ended December 30, 2000 and (ii) PricewaterhouseCoopers LLP be ratified as the company's independent accountants for 2001.

In its review, the Audit Committee examined a report from PricewaterhouseCoopers LLP of the fees billed to the company for fiscal year 2000, which included $1,193,000 for the audit and review of quarterly reports on Form 10-Q.

Bausch & Lomb   18   2001 Proxy Statement

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP received fees in the amount of $683,000 for financial information systems design and implementation.

ALL OTHER FEES
PricewaterhouseCoopers LLP received $2,851,000 in the aggregate for all other fees, which includes $1,282,000 for tax-related services; $988,000 for acquisition and divestiture assistance; $205,000 for statutory audits of subsidiaries; $135,000 for internal audit services and $241,000 for other services.

The Committee has considered whether the provision of non-audit services is compatible with maintaining the accountants' independence.

The company has purchased insurance from the Federal Insurance Company and National Union Fire Insurance Company, insuring the company against obligations it might incur as a result of the indemnification of its directors and officers for certain liabilities they might incur, and insuring such directors and officers for additional liabilities against which they may not be indemnified by the company. This insurance was renewed effective January 30, 2001 for a period of one year at a cost of $451,000.

We do not expect any business to come up for shareholder vote at the meeting other than the items described in this booklet. If other business is properly raised, your proxy card authorizes the proxyholders to vote as they deem appropriate.

The company's by-laws contain provisions regarding matters which may properly be brought before the shareholders at an annual meeting. The most recently revised by-laws are attached as Exhibit (3)-a to the company's Form 10-Q filed November 10, 1998.

In order to be eligible for inclusion in the company's proxy materials for next year's annual meeting of shareholders, any shareholder proposal (other than the submission of nominees for directors) must be received by the company to the attention of the Secretary at its principal executive offices not later than the close of business on November 24, 2001.

Shareholder proposals received by the company between January 1, 2002 and February 1, 2002 may also be considered at next year's annual meeting of shareholders but may not be included in the proxy materials for next year's annual meeting of shareholders .

A summary Annual Report to Shareholders for the year ended December 30, 2000 accompanies the proxy material being mailed to all shareholders. The summary Annual Report is not a part of the proxy solicitation material.

Bausch & Lomb pays the costs of soliciting proxies. We are paying Georgeson Shareholder Communications Inc. a fee of $12,000 plus expenses to help with the solicitation. In addition to this mailing, the company may solicit proxies personally, electronically or by telephone. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions.

Bausch & Lomb   19   2001 Proxy Statement

If you plan to attend the annual meeting, we can provide reasonable assistance to help you participate in the meeting if you let us know in advance. Please call or write the Secretary at least two weeks before the meeting at the number or address under "Questions?" below.

If you have questions or need more information about the annual meeting, write to the

    Secretary
    Bausch & Lomb Incorporated
    One Bausch & Lomb Place
    Rochester, New York 14604-2701

or call us at (716) 338-6010.

For additional information about the company, we invite you to visit Bausch & Lomb's Internet site at www.bausch.com. Internet site materials are for your general information and are not part of this proxy solicitation.

According to rules of the Securities and Exchange Commission ("SEC"), the information presented in this proxy statement under the captions "Report of the Committee on Management", "Report of the Audit Committee" and "Comparison of Five-Year Cumulative Total Shareholder Return" shall not be deemed to be "soliciting material" or to be filed with the SEC under the Securities Act of 1933 or the Securities Exchange Act of 1934, and nothing contained in any previous filings made by the company under the aforementioned Acts shall be interpreted as incorporating by reference the information presented under the specified captions.

Please vote by calling the toll-free number set forth on your proxy card or

by signing and promptly returning your proxy card in the enclosed envelope.

March 23, 2001

Bausch & Lomb   20   2001 Proxy Statement

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FINANCIAL REVIEW
Dollar Amounts In Millions - Except Per Share Data

This financial review, which should be read in conjunction with the accompanying financial statements, contains management's discussion and analysis of the company's results of operations, liquidity and 2001 outlook. References within this financial review to share refer to diluted earnings per share.
     Bausch & Lomb Incorporated (the "company") reported net income of $83 or $1.52 per share for the year ended December 30, 2000, compared to 1999 net income of $445 or $7.59 per share. Income from continuing operations was $82 or $1.49 per share in 2000 compared to $103 or $1.75 per share in 1999. The company's results for each of the years presented were impacted by several significant items. Restructuring charges and asset write-offs recorded in the fourth quarter, partially offset by reversals of restructuring charges recorded in prior periods, reduced 2000 income from continuing operations by $22 or $0.40 per share after taxes. Purchase accounting adjustments related to the acquisitions of Groupe Chauvin and Woehlk Contact-Linsen GmbH (Woehlk) reduced 2000 income from continuing operations by $26 or $0.48 per share after taxes. Other significant charges relating to the settlement of litigation and charges associated with a failed acquisition attempt reduced 2000 income from continuing operations by $15 or $0.28 per share after taxes. Income from continuing operations was increased by $15 or $0.28 per share after taxes related to the settlement of litigation with Alcon Laboratories, Inc. (Alcon). In addition, the company recognized an extraordinary gain of $1 or $0.03 per share after taxes on the early extinguishment of long-term debt.
     During 1999, the company sold its sunglass, hearing aid and biomedical businesses, generating an aggregate after-tax gain of $308 or $5.26 per share. Income from continuing operations was $103 or $1.75 per share in 1999 compared to $56 or $0.99 per share in 1998. Restructuring charges and asset write-offs recorded in the fourth quarter, partially offset by reversals of restructuring charges recorded in prior periods, reduced 1999 income from continuing operations by $34 or $0.58 per share after taxes. Purchase accounting adjustments related to the surgical acquisitions, as well as restructuring charges and asset write-offs, reduced 1998 income from continuing operations by $49 or $0.87 per share after taxes.

The company is organized by product line for management reporting purposes with segment earnings being the primary measure of segment profitability. Segment earnings exclude the significant items noted above. The company reports its operating results in three segments: vision care, pharmaceuticals and surgical. The vision care segment includes contact lenses, lens care products and vision accessories. The pharmaceuticals segment includes generic and proprietary prescription ophthalmic drugs and over-the-counter (OTC) products with an emphasis on ophthalmic medications. The surgical segment includes cataract, refractive and other ophthalmic surgery products and equipment. As discussed in Note 1 - Accounting Policies, shipping and handling fees have been reclassified to net sales (revenues) from cost of products sold in accordance with new accounting guidance for all years presented.

Bausch & Lomb   A1   2001 Proxy Statement

     The following table summarizes sales and earnings by segment and presents total company operating earnings. Throughout the remainder of this financial review, the term "purchase accounting adjustments" will be used to refer to purchased in-process research and development and other required purchase accounting adjustments associated with acquisitions.

Net Sales Net sales in 2000 increased $8 or less than one percent over 1999. On a constant dollar basis (excluding the effect of foreign currency exchange rates), revenue increased 3%. Increased revenues in the surgical segment and incremental revenues from acquisitions were partially offset by revenue declines in the vision care and pharmaceuticals segments. In 1999, net sales increased $160 or 10% versus 1998 with virtually no impact from foreign currency exchange rate changes.

Operating Earnings Operating earnings consist of segment earnings less corporate administration expenses, restructuring charges and asset write-offs, purchase accounting adjustments and other significant charges. In 2000, segment earnings decreased $54 or 16% as compared to the prior year, reflecting decreases in the pharmaceuticals and surgical segments partially offset by an increase in the vision care segment. Segment earnings in 1999 increased $30 or 10% versus 1998, reflecting double-digit increases in the pharmaceuticals and surgical businesses offset by a decrease in vision care. Corporate administration expense in 2000 of $51 or 2.9% of net sales decreased from $63 or 3.6% of net sales in 1999, primarily as a result of reductions in expenses which are based on company performance. Corporate administration expense in 1999 increased to 3.6% as a percentage of sales versus 3.3% in 1998. This increase was driven primarily by costs associated with year 2000 and financial systems upgrades. Restructuring charges and asset write-offs are discussed below. The purchase accounting adjustments for purchased in-process research and development amounted to $24 and $41 and inventory adjustments amounted to $3 and $32 in 2000 and 1998, respectively. Other significant charges include $3 related to a failed acquisition attempt and $20 for the settlement of litigation. The litigation settlement charge included $15 related to an action filed in the United States District Court for the Middle District of Florida by the Florida Attorney General as discussed in Note 17 - Subsequent Event. The amount recorded reflects the expense the company expects to incur related to this litigation.
     Unless otherwise noted, discussion in the remainder of this financial review excludes restructuring charges and asset write-offs, purchase accounting adjustments and other significant charges.

Bausch & Lomb   A2   2001 Proxy Statement

In 2000, 1999 and 1997, the company's board of directors approved plans to restructure certain of the company's business segments and corporate administrative functions. The company completed all actions under the 1999 program as of December 30, 2000 and all actions under the 1997 program as of December 25, 1999. These plans are described more fully in Note 5 - Restructuring Charges And Asset Write-offs, and represent the company's program to enhance its competitive position.

During 2000, management announced the company would realign as an integrated operating company with centralized management of research and development and supply chain operations and with commercial operations managed on a regional basis. To accomplish this reorganization, management identified areas where redundancies existed and consolidations and reengineering of corporate and business unit operations could occur. To date, management has identified actions and notified the appropriate personnel in what it considers Phase I of a two-part restructuring program. As a result, a pre-tax amount of $43 was recorded during the fourth quarter for restructuring charges and asset write-offs. Management anticipates recording approximately $10 of additional reserves for Phase II in the first half of 2001.
     The Phase I and Phase II actions are expected to result in cash outflows of approximately $22 and $10, respectively. The majority of the outflows are expected to occur in the second and third quarters of 2001. The company anticipates that its current cash position as well as the cash provided through operations will provide adequate funding for these actions. Actions in this restructuring plan are expected to be completed by the end of 2001.
     Phase I of this program is expected to yield pre-tax cost savings of approximately $20 in 2001 and $35 annually beginning in 2002. Phase II of this program is expected to yield pre-tax cost savings of approximately $5 in 2001 and $10 annually beginning in 2002. These savings will be realized primarily through reduced cost of products sold and selling, administrative and general expenses. These savings will be reinvested into research and development (R&D), marketing and other programs designed to accelerate revenue growth.

In December 1999, management announced that in order to increase its competitiveness and performance, the company would exit certain manufacturing platforms in the contact lens business and consolidate others into focused facilities, as well as reduce certain global administrative costs. As a result, a pre-tax charge of $57 was recorded during the fourth quarter for restructuring and asset write-offs. The after-tax impact of this charge was $36 or $0.62 per share.
     During 2000, all actions under this program were completed and the remaining reserve of $9 was reversed and included as a reduction in the restructuring charges and asset write-off line of the company's statement of income.
     This program is expected to yield pre-tax cost savings of approximately $27 annually beginning in 2001. These savings will be realized primarily through reduced cost of products sold and selling, administrative and general expenses. A portion of these savings have been reinvested into R&D.

During 1998 and 1997, the company recorded cumulative pre-tax restructuring charges and asset write-offs of $46 pertaining to continuing businesses. The after-tax impact of these charges was $4 and $26 or $0.07 and $0.47 per share for the fiscal years 1998 and 1997, respectively.
     During 1999, all actions under this program were completed and the remaining reserve of $3 was reversed and included as a reduction in the restructuring charges and asset write-offs line of the company's statement of income.
     The goal of the 1997 restructuring program was to enhance the company's competitive position and to reduce the annual impact of general and administrative, logistics and distribution costs by streamlining functions and closing certain facilities. This program yields cost savings of approximately $40 annually, a portion of which has been reinvested in marketing and advertising to support new product launches.

2000 Versus 1999 The vision care segment includes the contact lens, lens care and vision accessories businesses. Revenues in this segment were $1,023 in 2000, a decrease of 1% from 1999. In constant dollars, sales increased 1% over the prior year. Contact lenses comprised 49% of sales and lens care and vision accessories together comprised 51% of sales.
     Contact lens revenues grew 4%, driven by sales of the company's newer contact lens products, including Bausch & Lomb Two Week, SofLens66 toric and PureVision. Outside the U.S., contact lens sales grew 3%, driven by strong gains in sales of SofLens66 toric in Europe, as well as increased sales of Medalist in Japan. Contact lens sales were up 6% in the U.S., reflecting the 2000 launch of

Bausch & Lomb   A3   2001 Proxy Statement

Bausch & Lomb Two Week, and strong demand for other newer products. These increases were partially offset by declines in older product offerings. Lens care and vision accessories revenues declined 6% in 2000. Gains outside of the U.S. in lens care revenues were more than offset by a 10% decline in the U.S. The continuing trend of lessening consumer demand for lens care products, driving reductions in shelf space and lower inventory requirements among U.S. retailers, led to the decline. On a constant dollar basis, the Asia-Pacific region had strong growth in lens care, driven primarily by higher sales of the ReNu line. This growth was partially offset by declines in Europe.
     Earnings in this segment increased $15 or 7%. The increase was driven by improved gross margins and lower marketing and advertising expenses which were partially offset by the impact of currency rate changes.

1999 Versus 1998 Revenues in this segment were $1,034 in 1999, an increase of 6% over 1998, with a negligible impact from currency rate changes. Contact lenses comprised 47% of sales and lens care and vision accessories together comprised the remaining 53%.
     Contact lens revenue grew 9%, driven by double-digit growth in planned replacement and disposable lenses (collectively, PRD), including SofLens one day, SofLens66 toric and PureVision. Outside the U.S., contact lens sales grew 14%, driven by strong gains in sales of SofLens one day in Europe, as well as increased sales of Medalist in Japan. Contact lens sales were flat in the U.S., with modest growth in the company's PRD lenses offset by an expected decline in sales of traditional lenses. Lens care and vision accessories revenues grew 4% in 1999 with gains driven primarily by strong sales of the ReNu line, especially in Japan where ReNu multi-purpose solution was introduced.
     Earnings in this segment declined $8 or 4%, primarily due to increased selling, administrative and general expenses and unfavorable manufacturing variances caused by reduced production of older lines of PRD lenses.

2000 Versus 1999 The pharmaceuticals segment includes prescription ophthalmic drugs and OTC medications. Revenues in this segment were $273 in 2000, a decrease of 7% from 1999. These results include a negative impact of $7 related to a change in the method of estimating pricing allowances for generic pharmaceutical products. In constant dollars, sales were down 3% from the prior year.
     Outside the U.S., revenues increased 22%. These results include incremental revenues from the acquisition of Groupe Chauvin, as well as moderate constant dollar sales growth in the company's Dr. Mann Pharma subsidiary. These gains were more than offset by the impact of changes in currency rates as well as the results in the U.S., where pharmaceuticals revenues declined 22%. In the U.S., strong double-digit growth in sales of proprietary pharmaceuticals was more than offset by declines in the company's lines of generic otic and multi-source ophthalmic products, resulting from significantly intensified competitive pricing pressures.
     Segment earnings decreased 80% from 1999, due mostly to price declines in the U.S. generic pharmaceuticals business. A decrease in general administration costs was more than offset by increases in selling and R&D expenditures primarily related to investments to develop additional applications for the implant technology for treating back-of-the-eye disease. In addition, there were higher amortization costs associated with the recent acquisition.

1999 Versus 1998 Segment revenues were $294 which represented an increase of $52 or 22% over 1998, with a negligible impact from currency.
     In the U.S., pharmaceuticals revenues increased 37%. Contributing to these results were a significant increase in sales of generic otic products, which benefited from a competitor's exit from the market in late 1998; increased revenues from the company's line of proprietary ophthalmic anti-inflammatory products, Lotemax and Alrex, which continued to gain market share throughout 1999; strong results for generic desmopressin, the first generic prescription nasal spray to be approved by the FDA; and an increase in revenues in the OTC business due in part to higher sales of Opcon-A product. Results in the Dr. Mann Pharma subsidiary in Germany were flat, reflecting higher proprietary sales offset by lower OTC sales and negative currency impacts.
     Segment earnings increased 35% from 1998, due in part to favorable pricing opportunities in the otic line. A portion of the incremental margin realized from increased otic sales was reinvested in R&D, which increased by $14 or 65% and represented 12% of 1999 sales versus 9% in 1998.

2000 Versus 1999 The surgical segment includes products used for cataract, refractive and retinal surgery. Segment revenues were $476, which represented an increase of $40 or 9% over 1999, and an increase of 13% in constant dollars.
     The increase in segment revenues was due to strong growth in sales of products for refractive surgery, with sales of cataract products essentially flat. Revenues from refractive surgery products benefited from strong demand for the company's Technolas 217 laser outside the U.S., as well as the launch of the laser inside the U.S., following initial regulatory approval late in February 2000. Revenues from cataract products were negatively affected by manufacturing constraints for the supply of the company's line of foldable intraocular lenses.

Bausch & Lomb   A4   2001 Proxy Statement

     Segment earnings decreased $17 or 26% primarily due to increases in marketing and R&D expenses as a percentage of sales. This reflects the company's continued commitment to accelerate R&D spending in support of its goal of consistently bringing new products to market. The increase in R&D also reflects a $8 charge related to the termination of a development, supply and license agreement with Optex Ophthalmologics, Inc. (Optex). The company has signed an agreement to acquire Optex to take control of and redirect the development program for Catarex (TM)(1) technology for the surgical removal of cataracts.

1999 Versus 1998 Segment revenues were $436 which represented an increase of $48 or 12% over 1998, and an increase of 14% in constant dollars.
     The increase in revenues in all regions was driven primarily by sales of products for refractive surgery, including Hansatome microkeratomes and disposable blades, diagnostic technologies and lasers. This success was aided by the acquisition of Hansa Research and Development, Inc. in the first quarter of 1999, which improved the company's ability to deliver microkeratomes and blades to the market. Also contributing to the segment's success in the refractive market has been the positive response received regarding the company's Orbscan diagnostic technology which was obtained through the 1999 acquisition of Orbtek, Inc.
     Segment earnings increased $21 or 49% due to a reduction in selling, administrative and general expenses as a percentage of sales as a result of the integration of the two surgical businesses the company acquired at the beginning of 1998.

The ratio of cost of products sold to sales for continuing businesses was 42.0% in 2000, versus 40.5% and 39.7% for the years ended 1999 and 1998, respectively. The increase in 2000 reflected pricing erosion in the U.S. generic pharmaceuticals business and the negative impact of changes in foreign currency exchange rates. These factors were partially offset by improvement in vision care margins resulting from initiatives to consolidate contact lens manufacturing. The unfavorable trend in 1999 reflected a decrease in vision care margins due to unfavorable manufacturing variances resulting from lower production of older styles of contact lenses and higher costs in the European distribution center.
     Selling, administrative and general expenses, including corporate administration, were 38.4% of sales in 2000 compared to 38.8% in 1999 and 40.1% in 1998. Company-wide efforts to improve efficiency through investment in information technology and restructuring contributed to the favorability. The improvement in 1999 from 1998 reflected benefits from the integration of the surgical businesses as well as lower marketing expenditures in the pharmaceuticals business, particularly for OTC products.
     R&D expenses totaled $121 in 2000, an increase of $24 or 25% over 1999. In 1998, these costs were $77. This represented 6.9% of sales in 2000 versus 5.5% and 4.8% in 1999 and 1998, respectively. Overall, the three-year trend demonstrates the company's continued commitment to accelerate R&D spending in support of its goal of consistently bringing new products to market, in particular, the implant technology for treating back-of-the-eye diseases.

A summary of sales and earnings from continuing businesses by geographic region follows:

Bausch & Lomb   A5   2001 Proxy Statement

2000 Versus 1999 Sales in markets outside the U.S. increased 8% over the prior year and represented 51% of total revenues in 2000 and 47% in 1999. Revenues include $44 from the acquisitions of Groupe Chauvin and Woehlk during the second half of 2000. Gains in surgical and pharmaceutical sales were offset by the impact of currency changes, primarily within the pharmaceuticals segment. Gains on vision care products in Europe and the Asia-Pacific region were also impacted by currency rates. On a constant dollar basis, sales outside the U.S. increased 14%.
     Revenues in Europe advanced 5% as constant dollar growth in all product segments and incremental sales from acquisitions were moderated by the effects of the weakened euro. Sales in the Asia-Pacific region increased 13% over the prior year and increased 11% in constant dollars. The increase in this region reflects strong sales of refractive surgery products and continued growth in sales of lens care products. Revenues in Canada and Latin America combined increased 6% driven by strong sales of surgical and vision care products in Latin America.
     U.S. sales, which represented 49% of total consolidated revenues, decreased 6% from 1999. Higher sales of proprietary pharmaceuticals, refractive surgery and newer contact lens products were more than offset by lens care sales and generic pharmaceutical pricing declines. U.S. surgical sales, including exports, increased slightly over the prior year.
     In 2000, operating earnings in markets outside the U.S. increased 27% from 1999, and represented 72% of total operating earnings, versus 48% in 1999. Earnings were led by the European region due to improved margins related to restructuring initiatives in vision care operations and reductions in marketing and advertising expense. The Asia-Pacific and Latin America regions also experienced significant improvement in operating earnings due to the strong sales growth noted above. In the U.S., 2000 operating earnings decreased 55% versus the prior year. Lower administrative expenditures were offset by higher R&D costs, increased spending for marketing and advertising of newer products and significant price declines in certain pharmaceutical products which negatively impacted margins.

1999 Versus 1998 Sales in markets outside the U.S. increased 10% over the prior year and represented 47% of total revenues in 1999 and 1998. Increased revenues for vision care products, driven by exceptional results for PRD lenses, and favorable surgical results, more than offset flat sales in pharmaceuticals. Currency exchange rates had a minimal impact on consolidated non-U.S. sales. European revenues advanced 3%, and 8% in constant dollars, due mainly to strong results of PRD lenses. Sales in the Asia-Pacific region increased 18% over the prior year, and advanced 8% in constant dollars, due in large part to the growth of PRD lenses and lens care products throughout most of the region. Revenues in the Canada and Latin America region increased 20% with improved surgical sales in Canada partially offset by currency impacts in Latin America.
     U.S. sales, which represented 53% of total consolidated revenues, increased 10% from 1998. U.S. sales benefited from double-digit growth in pharmaceutical products, led by the incremental impact from generic otic products and the proprietary products Lotemax and Alrex, as well as exceptional growth in sales of products for refractive surgery.
     In 1999, operating earnings in markets outside the U.S. increased 2% from 1998, and represented 48% of total operating earnings, versus 51% in 1998. Earnings were led by the Asia-Pacific region where Medalist contact lenses and ReNu multi-purpose solution performed well, aided by favorability in foreign currency. Earnings in the European region declined overall versus 1998 due to the impact of currency. In the U.S., 1999 operating earnings increased 14% versus the prior year. Margin improvements in the pharmaceuticals and surgical segments combined to offset higher R&D and administrative expenditures.

Other Income and Expense Interest and investment income was $52 in 2000, $46 in 1999 and $43 in 1998. The increase in 2000 over 1999 reflects higher investment levels from cash generated by divestitures in mid-to-late 1999. The 1999 increases in income over 1998 also reflected higher investment balances as well as higher interest rates.
     Interest expense was $69 in 2000, $88 in 1999 and $99 in 1998. The decrease in 2000 from 1999 is due to lower average debt levels throughout the year. The decrease in 1999 from 1998 was mostly due to 1999 divestitures, which yielded in excess of $1 billion in cash, some of which was used to significantly reduce short-term debt.
     The company's net gain from foreign currency transactions increased $4 over 1999. The increase is due to an increase in premium income realized from foreign exchange contracts hedging net investments and transaction exposures. Net gains from foreign currency transactions in 1999 were comparable to 1998.
     The company does not speculate in foreign currency. The company selectively executes foreign currency transactions to protect the translated earnings and cash flows of certain foreign units. In addition, the company hedges identified transaction exposures on an after-tax basis to minimize the impact of exchange rate movements on operating results.
     Other income consisted of proceeds from a patent litigation settlement with Alcon. The settlement agreement resolved the patent infringement case Bausch & Lomb filed against Alcon in October 1994. Under the terms of the settlement agreement, Alcon made an up-front payment to Bausch & Lomb of $25, which was recorded as income in the first quarter of this year. Additionally, Alcon will pay Bausch & Lomb a stream of royalties over the next eight years for a worldwide license under Bausch & Lomb's patent for the

Bausch & Lomb   A6   2001 Proxy Statement

simultaneous use of a chemical disinfecting solution with an enzyme cleaning product for contact lens care. Other income of $7 in 1999 resulted from the liquidation of an investment in preferred securities associated with a 1995 divestiture.

Income Taxes The company's reported tax rate for continuing operations was 40.8% in 2000 as compared to 36.0% in 1999 and 35.2% in 1998. The 2000 rate reflects non-deductible purchased in-process research and development for which there is no associated tax benefit. Excluding this item, the effective tax rate would have been 35.5%.
     When calculating income tax expense, the company recognizes valuation allowances for tax loss and credit carry forwards, which may not be realized by utilizing a "more likely than not" approach which is more fully described in Note 9 - Provision For Income Taxes.

Minority Interest Minority interest was $13, $16 and $22 for 2000, 1999 and 1998, respectively. The reduction in 2000 from the prior two years primarily reflects the impact from the restructuring of a limited partnership as described in Note 13 - Minority Interest.

Discontinued Operations During fiscal 1999, the company completed the sale of its sunglass business to Luxottica Group S.p.A. for $636 in cash. The company recorded an after-tax gain on the disposal of discontinued operations of $126 or $2.16 per diluted share. Subsequent to the sale, Luxottica Group S.p.A. proposed certain adjustments to the closing balance sheet in connection with their purchase that could potentially impact the resulting gain on the sale. It is too early to estimate with any certainty the potential adjustment, if any, to the gain. The company does not believe that the outcome of these proceedings will have a material adverse effect on its financial condition.
     On August 30, 1999, the company completed the sale of its hearing aid business to Amplifon S.p.A., a privately-held company in Italy. The company recorded an after-tax gain of $11 or $0.19 per diluted share. Also during the third quarter, the company completed the sale of Charles River Laboratories, a biomedical business, to DLJ Merchant Banking Partners II, L.P., for approximately $400 in cash and $43 in promissory notes which were repaid in fiscal year 2000. The company retained a minority interest in the Charles River Laboratories business as discussed in Note 8 - Other Short- And Long-Term Investments. The company recorded an after-tax gain of $171 or $2.91 per diluted share. The hearing aid, biomedical and skin care businesses (which was sold in 1998) collectively, comprised the company's healthcare segment.
     The results of divestitures have been reported as discontinued operations in the accompanying Statements of Income. The revenues reported for the sunglass segment were $253 and $446 for 1999 and 1998, respectively. The revenues reported for the healthcare segment were $241 and $320 for 1999 and 1998, respectively.
     Income from discontinued operations as reported on the company's Statements of Income were net of income taxes of $21 and $14 for the fiscal years ended 1999 and 1998. The Statements of Cash Flow for the years ended December 25, 1999 and December 26, 1998 have not been restated to reflect the divestitures of these businesses.

Income From Extraordinary Item In 2000, early retirement of fixed rate notes payable resulted in recognition of an extraordinary gain of $1, net of taxes.

In connection with the acquisition of Groupe Chauvin, the company immediately expensed $24, representing amounts for in-process research and development (IPR&D) estimated at fair value using the methodology described below. The expensed IPR&D represented the value of projects that had not yet reached technological feasibility and for which the assets to be used in such projects had no alternative future uses (See Note 2 - Acquisitions). The company expects that products developed from the acquired IPR&D will begin to generate sales and positive cash flows in the time frames discussed in the following paragraphs. However, development of these technologies remains a risk due to the remaining effort to achieve technological viability, rapidly changing customer markets, uncertain standards for new products and competitive threats.
     The company estimated the fair value of the purchased IPR&D using an income approach. Such methodology involved estimating the fair value of the purchased IPR&D using the present value of the estimated after-tax cash flows expected to be generated as a result of these projects and using risk-adjusted discount rates and revenue forecasts as appropriate. The selection of the 15% discount rate for all products was based on consideration of the company's weighted average cost of capital. A probability factor was then applied to the cash flow based on anticipated profitability levels of each project and the uncertainty surrounding successful development of each project. The amount expensed was also impacted by the percentage of completion for each project. The company expects to fund all R&D efforts, including acquired IPR&D, from cash flows from operations. Set forth below are descriptions of certain acquired IPR&D projects. As of December 2000, all projects are moving forward and assumptions are still considered to be valid.
     IPR&D was allocated to the following projects: Immobacter ($17), Carteol ($3), Other Pharmaceutical ($2) and Surgical ($2) products.

Bausch & Lomb   A7   2001 Proxy Statement

     Immobacter - Revenues attributed to Immobacter, a preservative-free multidose delivery system, are expected to be generated by licensing the technology to other manufacturers. The royalty revenues are expected to be $4, $10 and $12 from 2004 through 2006 decreasing at an average rate of 5% thereafter. At the acquisition date, costs to complete the R&D efforts were expected to be $2. The probability factor and stage of completion used to derive the IPR&D amount were 70% and 49%, respectively.
     Carteol - Revenues attributed to Carteol Multidose, a glaucoma drug product extension that allows for once a day usage versus the current twice a day, are expected to be $3 in 2002, $6 in 2003, $7 in 2004 and $8 in 2005, with the rate of revenue growth then decreasing 5% annually in 2006 to 2010. At the acquisition date, costs to complete the R&D efforts were expected to be $1. The probability factor and stage of completion used to derive the IPR&D amount were 95% and 76%, respectively.
     Other Pharmaceutical Products - Revenues attributed to various miscellaneous pharmaceutical products, are expected to reach $4 by 2007, and then decrease by 3% each year through 2010. At the acquisition date, costs to complete the R&D efforts were expected to be $2. The average probability factor and stage of completion used to derive the IPR&D amount were 76% and 74%, respectively.
     Other Surgical Products - Revenues are attributed to various miscellaneous surgical products, are expected to reach $6 by 2006, with the rate of revenue growth then decreasing annually in the range of 2% to 3%. At the acquisition date, costs to complete the R&D efforts were expected to be $1. The average probability factor and stage of completion used to derive the IPR&D amount were 70% and 48%, respectively.
     In connection with the 1998 acquisitions of Storz and Chiron Vision, the company immediately expensed $41 ($28 for Storz and $13 for Chiron Vision) of the combined purchase price of these businesses, representing amounts for IPR&D. Set forth below are descriptions of certain acquired IPR&D projects, including their updated status at the end of 2000:

Storz IPR&D of $28 was allocated to the following projects: Cidofovir, $12; Ocuvite, $10 and other technologies, $6.
     Cidofovir - The company estimated that revenues attributed to Cidofovir, a broad spectrum anti-viral agent for the treatment of ocular infections, were expected to average in excess of $50 per year for the six years beginning in 2001. The discount rate and stage of completion used to derive the IPR&D amount were 18% and 32%, respectively. During 1998 and 1999, the company spent approximately $3 on R&D efforts for this product. Product development, however, has been discontinued due to a failure to meet expected performance attributes. Consequently, the company will not realize its forecasted revenues from this project.
     Ocuvite - Revenues attributed to alternative formulations of a currently marketed product, Ocuvite, a high-potency vitamin/mineral supplement, were expected to total approximately $37 for the three years ending in 2004, and then average approximately $40 annually through 2011. At the acquisition date, costs to complete the R&D efforts were expected to be $5. The discount rate and stage of completion used to derive the IPR&D amount were 22% and 54%, respectively. The company believes development costs and revenue projections made at the time of acquisition are still valid.
     Other Technologies - Of the remaining three projects, one began to generate revenues in 1999 and two have been put on hold pending further management review. The discount rate used to derive the original IPR&D amounts was 15% for all projects with the stage of completion ranging from 17% to 44%. At the acquisition date, the aggregate cost to complete the remaining two projects was expected to be $5. Approximately $3 in development costs remained at the end of 2000.

Chiron Vision The allocation of $13 to IPR&D related to the following projects: IOL technologies, $7, disposable keratome, $4, and other refractive technology, $2. Each of these projects was assigned a discount rate of 18% to calculate IPR&D.
     IOL Technologies - Revenues attributed to various IOL line extension technologies were expected to be approximately $50 over the three years ending in 2002. At the acquisition date, costs to complete these projects were expected to be $1. These projects were estimated to be over 80% complete at the time of acquisition. Development was completed in 1999. The actual results to date for these projects in the aggregate are consistent in all material respects with the assumptions at the time of acquisition.
     Disposable Keratome - Revenues attributed to a project to develop a single-use keratome were expected to be $37 over the five years beginning in 1999. At the acquisition date, costs to complete the project were expected to be less than $1. This technology did not meet management's performance expectations. The loss of these anticipated revenues is expected to be offset by the additional revenues generated from the 1999 acquisition of Hansa Research and Development, Inc., the maker of the Hansatome microkeratome.
     Other Refractive Technology - Revenues attributed to a new type of refractive IOL are expected to begin in 2003 and generate approximate annual revenues of $27 by around 2006. At the acquisition date, costs to complete the R&D efforts were expected to be approximately $6. Approximate expenditures over the next five years are expected to average $1. The company believes development costs and revenue projections made at the time of the acquisition are still valid.

Bausch & Lomb   A8   2001 Proxy Statement

The company evaluates its liquidity from several perspectives, including its ability to generate earnings, positive cash flows and free cash flow, its financial position, its access to financial markets and the adequacy of working capital levels. The company has a stated goal to maximize free cash flow, which is defined as cash generated before the payment of dividends, the borrowing or repayment of debt, stock repurchases and the acquisition or divestiture of businesses.

Cash Flows From Operating Activities Cash provided by operating activities totaled $335 in 2000, an increase of $112 from 1999. Contributing to this result were decreases in accounts receivable, inventory and other current assets. In 1999, operating activities generated $223 in cash flow, an increase of $77 from 1998. The increase was driven primarily by increased earnings from continuing businesses and lower net financing expenses due to the repayment of debt that occurred as a result of divestitures, partially offset by increases in accounts receivable and other current assets.
     Free cash flow for 2000 was $244, an increase of $165 from 1999. The increase was primarily attributable to the operating factors cited above, as well as the closing of certain hedging contracts and a year over year decline in capital spending. Included in the increase is the maturity of a cross-currency swap of $60 relating to the Netherlands guilder investment as discussed in Note 8 - Other Short- And Long-Term Investments.

Cash Flows From Investing Activities In 2000, cash used in investing activities was $170. The cash outflow resulted from $253 for acquisitions and $95 for capital expenditures. These were partially offset by proceeds from the liquidation of an investment of equity securities and collection on a note receivable.
     Cash provided by investing activities was $1,163 in 1999. Cash inflows from divestitures were $1,048 while an additional $300 was realized from the partial liquidation of an investment. Capital expenditures of $156 primarily supported expanded contact lens manufacturing capacity and year 2000 and financial system improvements, while the acquisition of two companies within the surgical segment resulted in a cash outflow of $43.

Cash Flows From Financing Activities Financing activities used $324 during 2000. The purchase of 4,619,452 Common shares during 2000 completed the stock buyback programs initiated in 1998 and 1999 and resulted in a cash outflow of $251. Additionally, the company reduced its debt by $44.
     Subsequent to year end 2000, the company's board of directors authorized the repurchase of up to 2,000,000 shares of the company's Common stock. The company has executed an agreement with a financial institution for the future purchase of such shares through one or more forward purchase transactions. Such purchases, which may have settlement dates as long as two years, can be settled, at the company's election, on a physical share, net cash or net share basis. There were no forward purchase transactions outstanding under this agreement at year end.
     Cash used in financing activities during 1999 was $687 as the company reduced debt by nearly $450, and had a net outflow of $200 resulting from the restructuring of a limited partnership, as explained in Note 13 - Minority Interest. The board of directors authorized the repurchase of up to 250,000 Common shares in July 1998 and up to 5,000,000 additional Common shares in November 1999. The company has repurchased all shares authorized as of December 30, 2000.

Financial Position The company's total debt, consisting of short- and long-term borrowings, was $998 and $1,024 at the end of 2000 and 1999, respectively. The ratio of total debt to capital was 49.0% and 45.3% at year-end 2000 and 1999, respectively. Cash and cash equivalents totaled $660 in 2000 and $827 in 1999.
     Certain tranches of the company's long-term debt contain options that allow holders to put the debt back to the company, or allow remarketing agents to call the debt from the holders and remarket at a higher interest rate than the then current market rate. The company believes it has adequate cash to meet all debt maturity requirements. The company does not believe that the potential exercising of the remarketing rights would materially impact its financial position.

Access To Financial Markets On December 22, 2000, the company's $525 364-day bilateral revolving credit agreements terminated. These agreements were replaced on January 19, 2001, with a $250 three-year syndicated revolving credit facility. The interest rate under the new agreement is based on LIBOR, or at the company's option, such other rate as may be agreed upon by the company and the banks. In addition, a number of subsidiary companies outside the U.S. have credit facilities to meet their liquidity requirements. The company believes its existing credit facilities provide adequate liquidity to meet obligations, fund capital expenditures and invest in potential growth opportunities.
     During the third quarter of 2000, Standard & Poor's and Moody's Investor Service downgraded the company's long- and short-term debt. The ratings now stand at BBB- and A3 for Standard & Poor's, and Baa3 and Prime-3 for Moody's Investors Service, for long-term and short-term debt, respectively.

Bausch & Lomb   A9   2001 Proxy Statement

Working Capital Working capital and the current ratio were $837 and 2.0, respectively, at year-end 2000 and $1,191 and 2.9, respectively, at year-end 1999.

Dividends The dividend on Common stock, declared and paid quarterly, totaled $1.04 per share for each of the years ended 2000, 1999 and 1998.

Return On Equity And Capital Return on average shareholders' equity was 7.9% in 2000, compared with 43.3% in 1999 and 3.1% in 1998. The decrease in 2000 from 1999 and the increase in 1999 over 1998 was due mainly to the inclusion of the gain on the divestitures in the 1999 ratio.
     Return on invested capital was 6.1% in 2000, 21.7% in 1999 and 3.8% in 1998. The decrease in 2000 was due to the inclusion of the gain from the divestitures in the prior year offset in part by a decrease in equity from the stock repurchase program. The increase in 1999 was due primarily to the gain on divestitures and the debt repayments associated with the use of proceeds from the divestitures.

The company, as a result of its global operating and financing activities, is exposed to changes in interest rates and foreign currency exchange rates that may adversely affect its results of operations and financial position. In seeking to minimize the risks and/or costs associated with such activities, the company manages exposures to changes in interest rates and foreign currency exchange rates primarily through its use of derivatives. The company does not use financial instruments for trading or other speculative purposes, nor does it use leveraged financial instruments.
     The company primarily uses foreign currency forward contracts to hedge foreign currency transactions and equity investments in non-U.S. subsidiaries. For contracts outstanding at the end of 2000, foreign currencies purchased were primarily Singapore dollars, Hong Kong dollars, British pounds, Swiss francs and the euro. The currencies sold were primarily the euro, Japanese yen, British pounds, Singapore dollars and Swiss francs. With respect to 1999, the outstanding contracts at year end required the purchase of primarily Singapore dollars, Hong Kong dollars and British pounds and the sale of euros, Japanese yen and British pounds. The magnitude and nature of such hedging activities are explained further in Note 14 - Financial Instruments. A sensitivity analysis to measure the potential impact that a change in foreign currency exchange rates would have, net of hedging activity, on the company's net income indicates that, based on its year-end 2000 and 1999 positions, if the U.S. dollar strengthened against all foreign currencies by 10%, the company's earnings would have been reduced by approximately $1 and $2, after taxes, respectively.
     The company may enter into interest rate swap and cap agreements to effectively limit exposure to interest rate movements within the parameters of its interest rate hedging policy. For foreign currency-denominated borrowing and investing transactions, cross-currency interest rate swap contracts may be used, which, in addition to exchanging cash flows derived from interest rates, exchange currencies at both inception and termination of the contract. There were no cross-currency interest rate swap contracts outstanding at December 30, 2000. A sensitivity analysis to measure the potential impact that a change in interest rates would have, net of hedging activity, on the company's net income indicates that a one percentage point decrease in interest rates, which represents a greater than 10% change, would increase the company's net financial expense by approximately $5 and $8 based on 2000 and 1999 year-end positions, respectively.
     Counterparties to the financial instruments discussed above expose the company to credit risks to the extent of non-performance. The credit ratings of the counterparties, which consist of a diversified group of major financial institutions, are regularly monitored and thus credit loss arising from counterparty non-performance is not anticipated.

The company expects to post upper single digit revenue growth for fiscal 2001, with gains reported in each of its three business segments. This growth will be evidenced in the second half of the year, as the first six months of 2001 will be impacted by difficult comparisons caused by the market and operational factors which hampered the company's performance in the second half of 2000 and discussed in this Financial Review.
     In the vision care business, revenue growth is expected to be in the low single digit range. Sales of contact lenses are expected to post year-on-year growth in the upper single digit range, led by the continued success of the company's planned replacement and disposable offerings, in particular PureVision and SofLens66 toric. In addition, 2001 revenues will benefit from the full-year impact of revenues from Bausch & Lomb Two Week. This lens will be launched in additional non-U.S. markets in 2001 under the brand name SofLens Comfort. Revenue gains in the contact lens product line will be offset by expected flat performance to slight declines in the lens care category. Growth is expected in international markets, but the continued inventory destocking by U.S. retail customers, in combination with a contracting U.S. market, is expected to constrain overall growth prospects in this product category through the end of the year.

Bausch & Lomb   A10   2001 Proxy Statement

     The surgical business is expected to report revenue growth in the upper single digit range and approach 10%. The company expects its cataract products business to recover from the recent supply issues for foldable intraocular lenses, and to benefit from new product introductions. This product category is expected to return to modest growth for the full year, compared to flat performance in 2000. Sales of products used for refractive surgery are expected to post revenue growth in the upper teens, which is lower than previous estimates. Recent trends in the U.S. refractive surgery market suggest both weakened consumer demand in the wake of deceleration in the U.S. economy and reluctance by providers to invest in capital equipment for laser vision correction. As a result, the company has moderated its growth estimates for this market. Nevertheless, interest in laser vision correction remains robust outside the U.S., which comprises about 40% of the global market, and where the company has begun to commercialize the Zyoptix system for personalized refractive surgery.
     In the pharmaceuticals business, the company expects to post growth of between 20% and 25% for the full year. Revenues will benefit from the full-year impact of Groupe Chauvin as well as modest growth in the base pharmaceuticals business. The latter will be primarily driven by a return to growth for U.S. generic pharmaceuticals, whose results were hampered throughout 2000, by a return of competition for the company's line of otic products, which ultimately impacted its ophthalmic lines.
     Operating margin percentages for the company are expected to be in the low double digits as a result of the foregoing revenue trends and the following factors. Gross margin percentages are expected to be about even to slightly higher than those reported for 2000. Selling, administrative and general expenses are expected to increase as a percent of sales, reflecting increased amortization expense, period costs associated with the recently announced restructuring programs and additional marketing investment in key products, including Envision TD technology. R&D expense will also increase due to activity surrounding the clinical trials for Envision TD technology.
     The company expects to generate approximately $125 in free cash flow in 2001, which is net of approximately $30 in cash outlays associated with restructuring programs. Capital spending is estimated at approximately $100 for the full year.

Environment The company believes it is in compliance in all material respects with applicable environmental laws and regulations. The company is presently involved in remedial and investigatory activities at certain locations in which the company has been named the responsible party. At all such locations, the company believes such efforts will not have a materially adverse effect on its results of operations or financial position.

The Euro On January 1, 1999, eleven of the fifteen member countries of the European Union began operating with a new currency, the euro, which was established by irrevocably fixing the value of legacy currencies against this new common currency. The euro may be used in business transactions along with legacy currencies until 2002, at which time it will become the sole currency of the participating countries.
     The company has processes in place to address the issues raised by this currency conversion, including the impact on information technology and other systems, currency risk, financial instruments, taxation and competitive implications. The company expects no material impact to its financial position or its results of operations arising from the euro conversion.

Employee Benefits Effective January 1, 2000, the company's contributory defined benefit pension plan was converted to a noncontributory cash balance plan. This plan covers essentially all U.S. employees. The company's defined contribution plan was also amended to increase the company match. The changes to these plans are not expected to materially affect the company's results.

New Accounting Guidance During May 2000, the Emerging Issues Task Force (EITF) issued Issue No. 00-14, Accounting for Certain Sales Incentives. EITF Issue No. 00-14 addresses the classification of various sales incentives and will be effective for the second quarter of 2001. The company has determined that the adoption of EITF Issue No. 00-14 will not have a material effect on its financial position.
     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their respective fair values. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on their designation as a hedge of a particular exposure. For effective fair value hedge transactions in which the company is hedging changes in the fair value of assets, liabilities or firm commitments, changes in the fair value of the derivative instrument will generally be offset by changes in the hedged item's fair value. For cash flow hedge transactions in which the company is hedging the variability of cash flows related to a variable rate asset, liability or forecasted transaction, changes in the fair value of the derivative instrument will be reported in other comprehensive income. The gains and losses on the derivative instrument that are reported in other comprehensive income will be recognized in earnings in the periods in which earnings are impacted by the variability of the cash flows of the hedge item. The company will adopt SFAS No. 133 in the first quarter of 2001 and a transition loss of approximately $1.5 will be recorded in other comprehensive income. A transition gain of approximately $0.2 will be recorded as a cumulative adjustment to income.

Bausch & Lomb   A11   2001 Proxy Statement

Information Concerning Forward-Looking Statements When used in this discussion, the words "anticipate," "should," "expect," "estimate," "project," "will" and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report under the heading "Outlook" and elsewhere are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve predictions of future company performance, and are thus dependent on a number of factors affecting the company's performance. Where possible, specific factors that may impact performance materially have been identified in connection with specific forward-looking statements. Additional risks and uncertainties include, without limitation, the impact of competition, seasonality and general economic conditions in the global vision care and ophthalmic surgical and pharmaceutical markets, where the company's businesses compete, changes in global and localized economic and political conditions, changing trends in practitioner and consumer preferences and tastes, changes in technology, medical developments relating to the use of the company's products, legal proceedings initiated by or against the company, changes in government regulation of the company's products and operations, changes in private and regulatory schemes providing for the reimbursement of patient medical expenses, difficulties or delays in the development, production, testing, regulatory approval or marketing of products, the successful completion and integration of acquisitions announced by the company, the effect of changes within the company's organization, and such other factors as are described in greater detail in the company's filings with the Securities and Exchange Commission, including its 2000 Annual Report on Form 10-K.

Bausch & Lomb   A12   2001 Proxy Statement

STATEMENTS OF INCOME
For The Years Ended December 30, 2000, December 25, 1999 and December 26, 1998
Dollar Amounts In Millions - Except Per Share Data

See Notes To Financial Statements

Bausch & Lomb   A13   2001 Proxy Statement

BALANCE SHEETS
December 30, 2000 and December 25, 1999
Dollar Amounts In Millions - Except Share and Per Share Data

See Notes To Financial Statements

Bausch & Lomb   A14   2001 Proxy Statement

STATEMENTS OF CASH FLOWS
For The Years Ended December 30, 2000, December 25, 1999 and December 26, 1998
Dollar Amounts In Millions

See Notes To Financial Statements

Bausch & Lomb   A15   2001 Proxy Statement

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For The Years Ended December 30, 2000, December 25, 1999, and December 26, 1998
Dollar Amounts In Millions