The accompanying unaudited interim consolidated financial statements of Bausch & Lomb Incorporated and Consolidated Subsidiaries have been prepared by the company in accordance with the accounting policies stated in the company's 2002 Annual Report on Form 10-K and should be read in conjunction with the Notes to Financial Statements appearing therein, and are based in part on approximations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America have been included in these unaudited interim consolidated financial statements. Certain prior year balances have been reclassified to conform to the current year presentation.

Profitability Improvement Program and Transfer of PureVision Manufacturing

In July 2002, the company announced plans to improve operating profitability through a comprehensive program which included plant closures and consolidations; manufacturing efficiencies and yield enhancements; procurement process enhancements; the rationalization of certain contact lens and surgical product lines; distribution initiatives; and the development of a global information technology (IT) platform. This program included the elimination of approximately 465 jobs worldwide associated with those actions. Restructuring charges and asset write-offs of $22.8 before taxes associated with these initiatives were recorded in the third quarter of 2002. The company also recorded a pre-tax amount of $3.7 during the third quarter of 2002 for severance associated with the elimination of approximately 145 jobs due to the transfer of PureVision extended wear contact lens manufacturing from the U.S. to Waterford, Ireland following a ruling against the company in a U.S. patent lawsuit. (See Note 15 - Other Matters for discussion of current litigation relating to the PureVision contact lens product line.)
     The following table summarizes the activity for the Profitability Improvement Program and the transfer of PureVision manufacturing:

     As of June 28, 2003, 302 jobs had been eliminated under this restructuring program with $10.1 of related costs being charged against the liability. Actions in this restructuring program are expected to be completed by the end of 2003. In addition to job eliminations, the above actions resulted in $3.4 of asset write-offs for machinery and equipment. The disposition and/or decommissioning of these assets occurred in the third quarter of 2002.
     These actions are expected to yield pre-tax cost savings of approximately $54.0 in 2004 and $90.0 annually beginning in 2005.

In December 2001, the company's Board of Directors approved a comprehensive restructuring plan designed to reduce ongoing operating costs by eliminating approximately 800 jobs on a global basis. As of December 29, 2001, management had identified actions and notified the appropriate personnel in what it considered Phase I of the restructuring program. As a result, a pre-tax amount of $8.3 was recorded during the fourth quarter of 2001 for Phase I of the restructuring and for asset write-offs. During the first quarter of 2002, a pre-tax amount of $23.5 was recorded for Phase II of the restructuring and additional asset write-offs. Based upon the company's third quarter review of the remaining actions, $1 pre-tax was reversed during the quarter ended September 28, 2002.
     At the conclusion of the program, 752 jobs had been eliminated under this restructuring program with $26.5 of related costs and $4.3 of asset write-offs being charged against the liability. All actions related to this restructuring program were completed as of December 28, 2002. This program is expected to yield pre-tax cost savings of approximately $33.0 annually beginning in the fiscal year ending December 27, 2003.

The company is organized on a regionally based management structure for commercial operations. The research and development and product supply functions of the company are managed on a global basis. The company's segments are comprised of the Americas region, the Europe, Middle East and Africa region (Europe), the Asia region, the Research, Development and Engineering organization and the Global Supply Chain organization.
     The company adopted the management structure described above effective as of January 1, 2001. During the first quarter of 2002, the company reevaluated the measures and management data used in decision making to ensure they continued to be properly aligned with the company's strategic objectives. As a result of the review, goodwill arising from vertically integrated acquisitions, product technology, other non-customer related intangibles and the associated amortization expense were reclassified to the Global Supply Chain segment to more accurately reflect their contribution to the company's return on net operating assets.
     Operating income is the primary measure of segment income. No items below operating income are allocated to segments. Restructuring charges and charges related to certain significant events, although related to specific segments, are also excluded from management basis results. The accounting policies used to generate segment results are the same as the company's overall accounting policies. Inter-segment sales were $119.9 and $221.7 for the quarter and six months ended June 28, 2003, respectively, and $107.0 and $218.3 for the same periods in 2002. All inter-segment sales have been eliminated upon consolidation and have been excluded from the amounts in the table below.
     The following table presents net sales and operating income by business segment and presents total company operating income for the quarters and six months ended June 28, 2003 and June 29, 2002. The restructuring reserve and asset write-offs are described in Note 2 - Restructuring Charges and Asset Write-offs.

     Net sales in markets outside the U.S. totaled $306.8 and $573.4 in the second quarter and six months ended June 28, 2003, respectively, compared with $270.2 and $503.8 for the same 2002 periods. Net U.S. sales totaled $205.7 and $387.1 in the second quarter and six months ended June 28, 2003, respectively, compared with $188.2 and $368.8 for the same prior-year periods. The company's operations in Japan generated over 10% of product net sales in the second quarter of 2002 totaling $46.4. No other country, or single customer, generated over 10% of total product sales during the second quarter of 2003 or during the six months ended June 28, 2003 and June 29, 2002.

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 142, Goodwill and Intangible Assets. SFAS No. 142 provides guidance on how to account for goodwill and intangible assets after an acquisition is complete. The most substantive change required by this statement is that goodwill will no longer be amortized; instead, it will be tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The statement applies to existing goodwill and intangible assets, effective for fiscal years beginning after December 15, 2001. The company adopted SFAS No. 142 in the fiscal year beginning December 30, 2001.
     Upon adoption of SFAS No. 142, the company analyzed existing intangible assets that had been recognized separately from goodwill and reclassified intangibles that did not meet the separate recognition criteria as prescribed in SFAS No. 141, Business Combinations, to goodwill. As such, $146.0 of intangibles, including assembled workforce and customer relationships, were reclassified to goodwill and $10.3 of deferred tax liabilities previously associated with those intangible assets were eliminated with a corresponding reduction in goodwill. Additionally, the company reassessed the useful lives of the remaining intangibles and concluded that there were no indefinite-lived intangible assets. As described in Note 7 - Acquired Intangible Assets, the company reduced the useful lives of certain acquired trade names and has applied the change in accounting estimate prospectively. The company identified and established reporting units to be the company's business segments and determined that goodwill was not impaired based on a comparison of the carrying value of goodwill attributable to each of the company's reporting units to their respective fair values. Fair value was based on the average of the indications of value derived from the income and market approaches, weighted equally. The income approach measured the fair value by discounting expected cash flows by reporting unit to their present value at a rate of return that is commensurate with their inherent risk. The market approach measured the fair value by analyzing and comparing the operating performance and financial condition of public companies within the ophthalmic pharmaceutical industry and companies subject to similar market conditions adjusted for differences in profitability, financial position, products and markets.
     The company completed its annual impairment test on each of its reporting units during the fourth quarter of 2002. The carrying value of goodwill for each of the company's reporting units as of October 26, 2002 was less than their respective fair values, therefore, goodwill was not considered impaired. Fair value was determined using the same methodology employed during the initial application of SFAS No. 142.
     During September 2002, the company acquired a third-party distributor located in Spain. The $8.3 purchase price was allocated to identifiable assets, including tangible and intangible assets, and liabilities based upon their respective fair values. The excess of the purchase price over the value of the identified assets and liabilities has been recorded as goodwill and is reflected in the table below.
     During February 2003, the company acquired an additional 30% and 20% interest in its commercial and manufacturing joint ventures, respectively, located in Korea. This increased the company's interest in the commercial and manufacturing joint ventures to 80% and 100%, respectively. The purchase price of $6.2 was allocated to identifiable assets and liabilities based upon their respective fair values. The excess of the purchase price over the value of the identified assets and liabilities has been recorded as goodwill and is reflected in the table below.
     The changes in the carrying amount of goodwill for the year ended December 28, 2002 and the six months ended June 28, 2003, are as follows:

In connection with the company's adoption of SFAS No. 142, Goodwill and Intangible Assets, the company also reassessed the remaining useful lives of its intangible assets and determined that certain acquired trade names required a reduction in their remaining useful lives. A change in the company's strategies and business objectives indicated that a reduction in the remaining useful lives of certain trade names was appropriate. Remaining useful lives of trade names associated with the Chiron, Storz and Groupe Chauvin acquisitions were reduced from 16, 36 and 29 years to 7, 10 and 15 years, respectively. The remaining useful lives were revised by the company based upon current strategies and objectives, an assessment of product characteristics, the pace of technological advancement and trends in the market place. This change in accounting estimate was applied prospectively as of December 30, 2001 and accounted for $0.8 and $1.5 of amortization expense, net of tax, during the quarter and six months ended June 28, 2003 and June 29, 2002, respectively.
     As described in Note 6 - Accounting for Goodwill and Intangibles, the company acquired a third-party distributor during September 2002. Intangible assets, consisting of customer contracts, were assigned a fair value of $0.6 and are included in the table below.
     The components of intangible assets as of June 28, 2003 and December 28, 2002 are as follows:

     Amortization expense of intangibles was $6.6 and $13.1 for the quarter and six months ended June 28, 2003, respectively, and $6.3 and $12.3 for the same periods in 2002. Estimated amortization expense of intangibles presently owned by the company for each of the next five succeeding fiscal years is as follows:

The minority interest in subsidiaries at December 29, 2001, primarily represented an outside partnership interest of 22% in Wilmington Partners L.P. (the Partnership). The remaining partnership interests were held by four wholly owned subsidiaries of the company. The Partnership was a separate legal entity from the company, but for financial reporting purposes, assets, liabilities and results of operations from the Partnership were included in the company's consolidated financial results. The outside investor's limited partnership interest was recorded as minority interest totaling $200.0 in the company's consolidated financial statements at December 29, 2001. During March 2002, the outside partner exercised its put right for all of its partnership interest, and the company recorded a one-time early liquidation premium of $7.0, net of taxes, in connection with the early termination of the outside partner's interest. The termination of the minority interest obligation and payment of the associated early liquidation premium occurred in May 2002. The payment was funded through existing cash reserves and borrowings of $75.0 against the company's existing syndicated revolving credit agreement, which was repaid by the company in July 2002. The minority interest liability at June 28, 2003 and at December 28, 2002 represents the company's outside partnership interests in non-U.S. commercial and manufacturing joint ventures, which are fully consolidated in the company's results.

Lines of Credit The company guarantees indebtedness of its subsidiaries under lines of credit used for working capital. Availability under such lines of credit totaled approximately $57.1 and $75.0 with total outstanding balances of $0 and $1.4 at June 28, 2003 and December 28, 2002, respectively.

Letters of Credit The company had outstanding standby letters of credit totaling approximately $29.7 and $24.7 at June 28, 2003 and December 28, 2002, respectively, to ensure payment of possible workers' compensation and other insurance claims, product liability claims and payment of an Industrial Development Revenue Bond. At June 28, 2003 and December 28, 2002, the company had recorded liabilities of approximately $14.8 and $15.2, respectively, as it relates to insurance claims. As of June 28, 2003 and December 28, 2002, the company had a balance of $8.5 in Industrial Development Revenue Bonds due in 2015.

Guarantees The company guarantees a mortgage held by a strategic research and development partner. The mortgage is secured by the property with an appraised value of $5.3. The company's guarantee has a five-year term expiring July 2007. At June 28, 2003 and December 28, 2002, the guarantee totaled approximately $4.0. This guarantee would require payment from the company in the event of default by the research partner and failure of the security to fully satisfy the then outstanding debt.
     The company also guarantees a lease obligation of a customer in connection with a joint marketing alliance. The lease obligation has a term of ten years expiring November 2011. The amount guaranteed at June 28, 2003 and December 28, 2002 was approximately $10.0. In the event of default, the guarantee would require payment from the company. Sublease rights as specified under the agreement would reduce the company's exposure.
     The company believes the likelihood is remote that material payments will be required under these guarantees.

Tax Indemnifications In connection with divestitures, the company has agreed to indemnify certain tax obligations arising out of tax audits or administrative or court proceedings relating to tax returns for any periods ending on or prior to the closing date of the divestiture. The company believes that any claim would not have a material impact on the company's financial position.

Environmental Indemnifications The company has certain obligations for environmental remediation and Superfund matters related to current and former company sites. The company has an ongoing program in place designed to identify and manage potential environmental liabilities through such actions as having a rotating schedule of regular assessments performed to identify and manage potential issues at company sites before they occur, audits of U.S. hazardous waste disposal site vendors to ensure contractor compliance with applicable laws, a domestic waste disposal contract which contains indemnification of the company from the vendor for disposal of all waste once it leaves company property, a regular schedule of training and prevention programs designed to keep employees in company plants aware of their responsibilities, environmental due diligence for business acquisitions and real estate transactions and ongoing tracking of significant laws and regulations affecting the company in any of the countries where it operates. In those instances where the company may identify an environmental liability, the company manages directly all remedial investigations, negotiation of approved remediation plans with applicable governmental authorities and implementation of all approved remediation activities.
     At June 28, 2003 and December 28, 2002, estimated future remediation costs of approximately $0.4 were accrued by the company, excluding estimates for legal expenses. It is reasonable to expect that the company's recorded estimates of its liabilities may change and there is no assurance that additional costs greater than the amounts accrued will not be incurred, or that changes in environmental laws or their interpretation will not require additional amounts to be spent. The company does not believe that its financial position, results of operations, and cash flows are likely to be materially affected by environmental liabilities.

Other Commitments and Contingencies The company is involved in lawsuits, claims, investigations and proceedings, including patent, trademark, commercial and environmental matters, which are being handled and defended in the ordinary course of business as described in Note 15 - Other Matters.

Deferred Service Revenue Service revenues are derived from service contracts on surgical equipment sold to customers and is recognized over the term of the contracts while costs are recognized as incurred. Changes in the company's deferred service revenue for the year ended December 28, 2002 and the six months ended June 28, 2003 are as follows:

During 2001, the company's Board of Directors authorized the repurchase of up to 2,000,000 shares of the company's Common stock. The company 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 had settlement dates as long as two years, could have been settled, at the company's election, on a physical share, net cash or net share basis. As of December 28, 2002, the company had entered into forward purchases covering 750,000 shares. During March 2003, at the expiration of the forward purchase agreement, the company paid $30.7 for the 750,000 shares, at an average price of $40.89 to settle its obligation. This repurchase of Common stock was recorded as treasury stock in the company's consolidated financial statements during the quarter ended March 29, 2003.

The company issues stock options under several stock-based compensation plans, which typically vest ratably over three years and expire ten years from the date of grant. Vesting is contingent upon a continued employment relationship with the company. The company sponsors several stock-based compensation plans, all of which are accounted for under the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, as amended. Accordingly, given the fixed nature of the equity instruments granted under such plans, no compensation cost has been recognized. The company's net income and earnings per share would have been reduced to the pro forma amounts shown in the periods below if compensation cost had been determined based on the fair value at the grant dates using the Black-Scholes option-pricing model in accordance with SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of SFAS No. 123 and SFAS No. 123, Accounting for Stock-Based Compensation:

The company issues restricted stock awards to officers and other key personnel. These awards have vesting periods up to five years with vesting criteria, which in 2003 and 2002 included the attainment of certain average sales and cumulative earnings per share targets, and continued employment until applicable vesting dates. Compensation expense is recorded based on applicable vesting criteria and, for those awards with performance goals, as such goals are met. During the six months ended June 28, 2003, 7,500 shares related to such awards were granted at weighted average market values of $30.77. During the same period in 2002, 331,462 shares were granted at weighted average market values of $38.54. As of June 28, 2003, 345,212 awards remain outstanding. The compensation expense relating to stock awards for the quarter and six months ended June 28, 2003 was $1.5 and $3.0, respectively, and was $1.4 and $3.0, for the same 2002 periods, respectively.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The company has determined that legal obligations exist for certain leases of real property that contain clauses to reinstate the premises, requiring the removal of alterations made by the company during the lease term. The company adopted SFAS No. 143 in the first quarter of 2003 and recorded a charge of $0.9 in its Consolidated Statements of Income as a cumulative change in accounting principle, net of tax.
     In May 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. However, an entity is not prohibited from classifying such gains and losses as extraordinary items, so long as they meet the criteria outlined in Accounting Principles Board Opinion No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. SFAS No. 145 also eliminates the inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement is effective for financial statements issued for fiscal years beginning after May 15, 2002. The company adopted SFAS No. 145 in the fiscal year beginning December 29, 2002 with no material effect on its financial position.
     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity. Previous accounting guidance was provided by EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 replaces EITF Issue No. 94-3. This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The company adopted SFAS No. 146, as applicable, in the fiscal year beginning December 29, 2002 with no effect on its financial position.
     In November 2002, the FASB published Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. The Interpretation expands on the accounting guidance of Statements No. 5, Accounting for Contingencies, No. 57, Related Party Disclosures, and No. 107, Disclosures about Fair Value of Financial Instruments, and incorporates without change the provisions of FASB Interpretation No. 34, Capitalization of Interest Costs, which is being superseded. The Interpretation elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The initial recognition and initial measurement provisions apply on a prospective basis to guarantees issued or modified after December 31, 2002, regardless of the guarantor's fiscal year-end. The disclosure requirements in the Interpretation were effective for financial statements of interim or annual periods ending after December 15, 2002. The company adopted the disclosure requirements of Interpretation No. 45 in the fiscal year beginning December 30, 2001. The company adopted the recognition and measurement provisions of Interpretation No. 45, as applicable, in the fiscal year beginning December 29, 2002 with no effect on its financial position.
     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure, an amendment of SFAS No. 123. SFAS No. 148 provides guidance on alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. In addition, this statement amends Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information. The transition guidance and annual disclosure provisions of this statement were effective for fiscal years ending after December 15, 2002. The interim disclosure provisions were effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The company sponsors several stock-based compensation plans, as described in Note 13 - Stock Compensation Plans, all of which are accounted for under the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees.
     In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which requires all variable interest entities to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the variable interest entity. In addition, the Interpretation expands disclosure requirements for both variable interest entities that are consolidated as well as variable interest entities from which the entity is the holder of a significant amount of the beneficial interests, but not the majority. The disclosure requirements of this Interpretation were effective for all financial statements issued after January 31, 2003. The consolidation requirements of this Interpretation were effective for all periods beginning after June 15, 2003. The company has determined that it has engaged in research, development and commercialization arrangements with two variable interest entities as described in the Off-Balance Sheet Arrangements Section of Management's Discussion and Analysis of Financial Condition and Results of Operations. However, the company is not the primary beneficiary in either arrangement and has determined that the consolidation requirement of this Interpretation is not applicable.
     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and hedging relationships designated after June 30, 2003, except for those provisions of SFAS No. 149 which relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003. For these issues, the provisions that are currently in effect should continue to be applied in accordance with their respective effective dates. In addition, certain provisions of SFAS No. 149, which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to both existing contracts and new contracts entered into after June 30, 2003. The company will adopt SFAS No. 149 prospectively and it is not expected to have a material impact, if any, on its financial position.
     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and requires a financial instrument that is within its scope to be classified as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity under previous guidance. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of this statement and still existing at the beginning of the interim period of adoption. The company does not expect the provisions of this statement to have a significant impact on its financial position.
     In May 2003, the Emerging Issues Task Force (EITF) issued Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to determine when an arrangement that involves multiple revenue-generating activities or deliverables should be divided into separate units of accounting for revenue recognition purposes, and if this division is required, how the arrangement consideration should be allocated among the separate units of accounting. The guidance in this Issue is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The company does not expect the provisions of this Issue to have a significant impact on its results of operations.

On April 13, 2001 a shareholder class action lawsuit was filed in the U.S. District Court for the Western District of New York. Four other similar lawsuits were filed in both the Western and Southern Districts of New York, with the company's Chief Financial Officer, Stephen C. McCluski, and former Chairman and Chief Executive Officer, William M. Carpenter, and former President, Carl E. Sassano, named as defendants. The complaints allege that the value of the company's stock was inflated artificially by alleged false and misleading statements about expected financial results. The plaintiffs seek to represent a class of shareholders who purchased company common stock between January 27, 2000 and August 24, 2000. On October 15, 2001, all lawsuits were consolidated in the U.S. District Court for the Western District of New York. On March 31, 2003, the District Court, on the company's motion, dismissed certain claims asserted against the company in the consolidated action. In addition to dismissing certain claims against the company, all direct claims against Mr. McCluski were dismissed and those direct claims paralleling the claims dismissed against the company were also dismissed as to Messrs. Carpenter and Sassano. The company intends to continue defending itself vigorously against these claims. The company cannot at this time estimate with any certainty the impact of the remaining claims on its financial position.
     The company and its subsidiaries are currently involved in several patent proceedings relating to silicon hydrogel contact lens technology, including its PureVision contact lens product line. Five of these proceedings were commenced by CIBA Vision Corporation (CIBA) and related entities, in each case alleging that the PureVision lens product infringes intellectual property held by them. The first of these lawsuits was filed on March 8, 1999 in the U.S. District Court for the Northern District of Georgia, followed by other lawsuits commenced in the Federal Court of Melbourne, Australia (filed on February 29, 2000), the U.S. District Court for the District of Delaware (filed on May 3, 2001), the Administrative Court of Duesseldorf, Germany (filed on September 7, 2001) and the High Court in Dublin, Ireland (filed on March 11, 2003). In the Georgia matter, discovery has closed and following the Court's July 8, 2003 order denying the company's motions for summary judgment, the company now anticipates that a trial date will be set for late 2003 or early 2004. In the Australia matter, the Court has set a trial date of October 6, 2003. In the Delaware matter, the trial court ruled on June 26, 2002, that the company's PureVision product infringes a patent which is owned by Wesley Jessen Corporation, a subsidiary of CIBA, and which expires April 27, 2005. The Court ordered that the company discontinue the manufacture and sale of its PureVision lens product in the United States. This decision was affirmed by the United States Court of Appeals for the Federal Circuit on February 12, 2003. The financial impact of the Delaware decision has previously been reported by the company in its quarterly reports on Form 10-Q for the quarters ended June 29, 2002 and September 28, 2002, its 2002 Annual Report and the Annual Report on Form 10-K for the annual period ended December 28, 2002. In the German matter, the court issued its ruling in March of 2003 that the company's PureVision product infringes the Novartis patent at issue. CIBA served this non-final judgment on the company on April 29, 2003, enjoining the company from further sales of PureVision contact lenses in Germany. The company is appealing the German decision. In addition, the company continues to challenge the validity of the Novartis patent in the European Patent Office. If the European Patent Office finally determines that the patent is invalid, it will not be enforceable in Europe and the decision by the German court will be vacated. A preliminary opinion was rendered by the European Patent Office in April 2003 citing grounds for determining that, based on the record then before it, the patent would be invalid. A final decision is expected after a hearing scheduled for September 17, 2003. Other than the financial impact of the Delaware matter as previously reported, the company cannot at this time estimate with any certainty the impact on its financial position of the lawsuits filed by CIBA. The company intends to defend itself vigorously against all claims asserted by CIBA.
     The company has filed two related proceedings against CIBA pertaining to CIBA's Night & Day product line. Specifically, on November 6, 2001, the company filed a patent infringement lawsuit against CIBA in the U.S. District Court for the Western District of New York relative to a patent the company holds for hydrogel materials. CIBA has filed two motions for summary judgment in this action. The Court has heard argument on one motion and has reserved decision. The second motion has been briefed by the parties, but a motion hearing date has not been established. The company commenced an additional patent infringement lawsuit against CIBA on July 22, 2003 in the U.S. District Court for the Western District of New York relative to an additional patent the company holds for hydrogel materials. The company intends to pursue vigorously its claims against CIBA in both these actions. The company cannot at this time estimate with any certainty the impact on its financial position of the lawsuits filed by the company against CIBA.
     The company is engaged in various lawsuits, claims, investigations and proceedings including patent, trademark, commercial and environmental matters that are in the ordinary course of business. The company cannot at this time estimate with any certainty the impact of such matters on its financial position.

     During the second quarter and six months ended June 28, 2003 and the second quarter ended June 29, 2002, there were no significant items impacting company results. The following paragraph summarizes significant items impacting company results for the six months ended June 29, 2002.
     The company recorded restructuring charges and asset write-offs of $24 before taxes, during the first quarter of 2002, related to the second phase of the 2001 restructuring program designed to reduce ongoing operating costs. Pre-tax gains on the sale of the company's remaining equity interest in a previously divested entity of $28 were realized in the first quarter of 2002. Lastly, an outside partner exercised its put right for all of its partnership interest and the company recorded a one-time early liquidation premium, which was recorded as an after-tax minority interest charge of $7. The significant items already reflected in after-tax net income for the six months ended June 29, 2002 aggregated to contribute to a net after-tax decline of $4 or $.08 per share.

Contact lens net sales were $149 for the second quarter of 2003, an increase of 12% as compared to the same 2002 period. Year-to-date, net sales were $282, an increase of 12% from the prior year. In constant currency, contact lens net sales increased 4% for the quarter and 3% year-to-date. All segments experienced strong growth in the company's current-generation core lens product lines such as SofLens66 Toric, SofLens One Day and SofLens59/SofLens Comfort as well as from the company's lines of rigid gas permeable lenses and lens materials. The Americas and Europe regions also gained incremental sales with the introduction of SofLens Multi-Focal. The company's current-generation core offerings now account for approximately 45% of its worldwide contact lens revenues. During the second quarter, these products grew more than 15% over 2002 on a constant-currency basis despite the lack of PureVision sales in the U.S. and the impact from SARS in Asia. Growth in the Americas of current-generation core offerings and the launch of SofLens Multi-Focal in the fourth quarter of 2002 was more than offset by the absence of U.S. PureVision sales in 2003 (see Note 15 - Other Matters for discussion of current litigation relating to the PureVision contact lens product line). As a result, contact lens sales in the Americas declined 4% in actual dollars and in constant currency in the second quarter and year-to-date compared to the same 2002 periods. Excluding PureVision revenues, sales of contact lenses increased more than 7% in the Americas during the second quarter and year-to-date in 2003. Contact lens sales in Europe increased 27% for the quarter (7% in constant currency) and 28% year-to-date (8% excluding the impact of currency) over the same 2002 periods driven primarily by sales of current-generation core lens product lines and incremental sales from SofLens Multi-Focal, which was launched in the first quarter of 2003 in this region. Asia's second quarter and year-to-date growth was 15% (9% in constant currency) despite the impact of SARS and 13% (6% in constant currency), respectively. Current-generation core lens products led this growth, particularly SofLens66 Toric, which registered strong gains in Japan and major markets that had not been significantly impacted by SARS.

Net sales for lens care products were $126 for the second quarter of 2003, an increase of 8% (3% in constant currency) from the same 2002 period. Year-to-date lens care net sales were $232, an increase of 4% (flat on a constant-currency basis). Second-quarter sales in the Americas region increased 9% in both actual dollars and on a constant-currency basis compared to the same period last year reflecting the timing of a major spring consumer marketing promotion of ReNu MultiPlus from the first quarter in 2002 to the second quarter in 2003, which in turn influenced the timing of sales to the company's retail customers. Year-to-date, lens care revenues in the Americas were flat and up 1% in constant currency. Lens care net sales for the Europe region increased 8% for the quarter and six months ended June 28, 2003, however, decreased 7% and 8% on a constant-currency basis, respectively, from the same 2002 periods. Favorable impacts from currency were more than offset by the absence of revenue from a low-margin distributor business acquired as part of the Woehlk acquisition in 2000 due to the company's decision in the second half of 2002 to exit certain non-strategic and low-margin lines of lens care products. Asia's lens care net sales for the second quarter increased 4% and remained flat on a constant-currency basis as increases in Japan, primarily attributable to ReNu branded products, were partially offset by declines in the rest of Asia reflecting the SARS impact. Year-to-date sales increased 11% over the same 2002 period (6% on a constant-currency basis) also driven by the company's ReNu branded products.

Net sales for pharmaceuticals products were $125 for the second quarter, an increase of 24% from the same period last year. Excluding the impact of currency, revenues were up 14% for the quarter. Year-to-date, revenues were $225, an increase of 20% over the same period in the prior year (10% in constant currency). Gains were driven by the Americas region, where pharmaceuticals net sales were up 31% and 26% (31% and 27% excluding the impact of currency) for the quarter and year-to-date, respectively. These results reflect strong demand for multisource pharmaceuticals products and the demand for the Ocuvite line of ocular vitamin supplements (including Ocuvite PreserVision) which has been fueled by increased direct-to-consumer advertising such as national television commercials which began airing in the first quarter. The company's multisource business benefited from higher sales of generic otic products during the quarter, as well as from incremental business from the company's launch of a generic version of Alphagan (a trademark of Allergan, Inc.) in June of 2003. In Europe, pharmaceuticals net sales were up 17% in actual dollars for the quarter, however, declined 4% in constant currency. On a year-to-date basis, pharmaceuticals net sales in the Europe region increased 15% but decreased 6% in constant currency. Positive factors such as sales of ocular vitamins including the ongoing launch of PreserVision into additional markets, as well as from the launch of a long-acting version of a beta blocker in France, and favorable currency rates were more than offset by sales declines in the company's German business, which continued to be negatively impacted by market reaction to new and planned drug pricing legislation, and declines in revenues resulting from the company's 2002 decision to exit non-strategic veterinary pharmaceutical product lines acquired with Groupe Chauvin.

Refractive products for the second quarter of 2003 provided $31 in net sales, reflecting a 9% decrease compared to the same period in 2002. On a year-to-date basis, revenues decreased 6% to $61from the same 2002 period. Excluding the impact of currency, net sales decreased 16% and 12% for the quarter and year-to-date over the same periods in 2002, respectively. Lower sales of lasers and microkeratome products led the decline across all regions, partially offset by favorable currency rates and higher sales of laser cards and Zyoptix per-procedure cards sold for custom ablation surgery. The Asian and European regions mainly drove the declines. Sales in Asia declined 19% and 15% for the quarter and year-to-date over the same 2002 periods (21% and 17% in constant currency), respectively, where elective surgeries declined in several major markets due to the outbreak of SARS. Refractive net sales in Europe declined 8% during the quarter and 5% year-to-date. In constant currency, sales in the Europe region declined 23% and 19% during the quarter and year-to-date, respectively. Continued weak procedural demand and saturation of the equipment market has depressed the sales of lasers, microkeratomes and blades in that region.

The ratio of cost of products sold to sales was 42% and 43% for the quarter and six months ended June 28, 2003, respectively, versus 43% for each of the same 2002 periods. The improvement during the second quarter of 2003, as compared to the 2002 period was primarily due to the company's cost savings generated by its profitability improvement programs, including the impact of rationalizing less profitable product lines and consolidating manufacturing operations.
     Selling, administrative and general expenses, including corporate administration, were 40% of sales during the second quarter of 2003 compared to 39% of sales for the same 2002 period. Contributing factors to the increase during the second quarter was a valuation reserve the company recorded against amounts advanced to Control Delivery Systems (CDS) under a strategic partnership arrangement (see Note 9 - Related Party Transaction) and higher selling expenses. Year-to-date, selling, administrative and general expenses were 40% of sales during the six months ended June 28, 2003 compared to 41% of sales during the same 2002 period. The decrease as a percentage of sales is a function of a higher level of sales in 2003 partially offset by an increase in selling expenses.
     Research and development expenses totaled $38 and $68 during the second quarter and six months ended June 28, 2003, respectively. This represented 8% and 7% of second quarter and year-to-date sales in 2003 compared to 7% for each of the same periods in 2002. The percentage of sales is a function of higher RD&E spending offset by the higher level of sales during the second quarter and year-to-date periods in 2003. The company will continue its commitment to research and development spending in support of its goal of consistently bringing new products to market.
     As a result of the above factors, operating earnings for the second quarter of 2003 increased $6 to $56, representing 11% of net sales for both the 2003 and 2002 second quarters. Operating earnings year-to-date increased $41 to $96, representing 10% of net sales compared to 6% for the same 2002 period. In addition to the factors described above,
the year-to-date increase in 2003 was a result of restructuring charges and asset write-offs of $24, before taxes, recorded during the first quarter of 2002 related to the second phase of a restructuring program designed to reduce ongoing operating costs.

Interest and investment income totaled $4 for the quarter ended June 28, 2003, an increase of $1 compared to the same period in 2002. Year-to-date 2003 interest and investment income of $5 decreased $36 from the prior year. For the quarter ended March 30, 2002 the company recorded a gain of $28 from the sale of Charles River stock and interest income of approximately $6 associated with a federal income tax refund.
     Interest expense of $14 and $28 for the quarter and six months ended June 28, 2003 increased $1 and $2, respectively, compared to the comparable periods in 2002. The increase is largely attributable to the cost of the company's $150 debt issuance during November 2002, the proceeds of which were used primarily for general corporate purposes and the refinancing of existing debt obligations, including the company's $200 minority interest obligation as described in Note 8 - Minority Interest. Expense associated with the $200 minority interest obligation was recorded as minority interest expense through May 2002.
     Foreign currency losses of $2 and $3 were recognized during the quarter and six months ended June 28, 2003, an increase of $1 and $2, respectively, compared to the same prior-year periods. These results reflect an increase in costs associated with the company's ongoing foreign currency hedging program.

Cash Flows from Investing Activities

Cash used in investing activities was $41 for the first six months of 2003 compared to $29 during the same 2002 period. During the first six months of 2003, capital spending of $35 and the company's first-quarter acquisition of an additional 30% and 20% interest in its Korean commercial and manufacturing joint ventures, respectively, for $6 (as described in Note 6 - Accounting for Goodwill and Intangibles) accounted for the majority of cash used in investing activities. During the same 2002 period, a cash inflow of $37 from the sale of the company's remaining equity interest in Charles River Laboratories, a previously divested entity, was more than offset by a $23 payment for a sale price adjustment related to the disposal of discontinued operations of the eyewear segment and $43 in capital spending.

Cash Flows from Financing Activities

Through the first six months of 2003, $50 was used in financing activities compared to $195 in the comparable 2002 period. Cash used in financing activities during the first half of 2003 consisted primarily of a $31 payment in the first quarter of 2003 to settle forward equity contracts as described in Note 12 - Forward Equity Contracts, $6 in repayments of debt and notes payable and $14 for dividends paid. During the first six months of 2002, cash used in financing activities resulted from a $200 payment made related to the early termination of a minority interest obligation, as described in Note 8 - Minority Interest, repayments of notes payable, long-term debt and securitized trade receivables of $13, $6 and $25, respectively, and $28 for dividends paid, offset by $75 of borrowings under the company's syndicated revolving credit agreement. During April 2002, the Board of Directors approved a reduction in the quarterly dividend as described in the Other Financial Data Section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Financial Position

The company's total debt, consisting of short- and long-term borrowings, was $835 at the end of the second quarter of 2003, down $9 from year-end 2002 and less than the June 2002 amount by $24. The ratio of total debt to capital was 43.7% at the end of the second quarter of 2003 and 45.3% at the end of 2002, and 46.4% at June 2002.
     Cash and cash equivalents totaled $426 and $420 at the end of the second quarters of 2003 and 2002, respectively, and $465 at the end of 2002. The decrease in cash from year end 2002 is primarily due to a $31 payment to repurchase 750,000 shares of the company's common stock in settlement of forward equity contracts as described in Note 12 - Forward Equity Contracts.

Working capital was $435 and $463 at the end of the second quarter of 2003 and 2002, respectively. At year-end 2002, working capital was $456. The current ratio was 1.5 and 1.6 at the end of June 2003 and June 2002, respectively, and 1.5 at year-end 2002. The 2003 second-quarter decrease in both working capital and the current ratio from the second quarter of 2002 is primarily due to the repayment of debt and the reclassification of long-term debt as current portion of long-term debt during the third quarter of 2002. The decrease in working capital from year-end 2002 is largely attributable to a $31 payment to repurchase 750,000 shares of the company's common stock in settlement of forward equity contracts, as described in Note 12 - Forward Equity Contracts.

The company has entered into two arrangements with Variable Interest Entities (VIEs) to engage the research, development and commercialization of certain technologies. VIEs are described in Note 14 - New Accounting Guidance (FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51). The company has an equity interest of approximately 23%, valued at $0 on its balance sheet, in a strategic partnering arrangement entered into during 1999 that involves implant technology for treating retinal and other back-of-the-eye diseases. The company remits payments to the strategic partner for funding contingent upon the achievement of certain milestones such as completion of clinical testing, NDA filings and FDA approvals, and reimbursement of actual research and development activities. However, as described in Note 9 - Related Party Transaction, an anticipated delay of up to three years in U.S. regulatory filings for the Retisert drug delivery product for the diabetic macular edema indication was announced in May 2003. The company indicated that this delay would cause an assessment of the overall implications on this product for this particular indication.
     The other arrangement consists of an equity investment of $4 and $6 as of June 28, 2003 and December 28, 2002, respectively, recorded as an other long-term asset, in connection with a licensing agreement signed during 2002 to develop treatments for ocular infections. During the quarter ended June 28, 2003, the company recorded an other-than-temporary impairment charge of $2 based on negative earnings and cash flow trends of the licensor, and inconclusive efforts by the licensor to secure interim financing. The company remits payments to the licensor upon the achievement of certain milestones such as completion of IND filings, clinical testing, NDA filings and FDA approvals.
     Subject to the completion of the assessment described above, future payments to the VIEs for R&D activities and milestone achievements over the next five years are estimated to be $20, which will primarily be recorded as R&D expenses.
     The company has obligations under certain guarantees, letters of credit, indemnifications and other contracts that contingently require the company to make payments to guaranteed parties upon the occurrence of specified events. The company believes the likelihood is remote that material payments will be required under theses contingencies, and that they do not pose potential risk to the company's future liquidity, capital resources and results of operations. See Note 10 - Commitments and Contingencies for further descriptions and discussions regarding the company's obligations.

Both the euro and the Japanese yen continued to strengthen relative to the U.S. dollar during the second quarter from the levels anticipated by the company in developing full-year guidance for 2003, generating approximately $0.02 to $0.03 in additional earnings per share. If currency rates were to remain at levels as of the end of the second quarter, sales and earnings per share would continue to benefit positively as compared to previous guidance.
     The epidemic of the SARS virus, particularly in Asia, the company's fastest-growing segment, appears to have waned and while there may be some modest lingering impact of SARS, the company does not expect the virus to have any significant longer-term financial effect on the remainder of 2003. During the second quarter of 2003, the company continued to see positive fundamental trends in its businesses, particularly contact lenses and pharmaceuticals, which the company expects will continue over the remainder of the year. As a result of these factors, coupled with positive currency benefits which are expected to remain above the levels the company had included in developing its original guidance for the year, the company has increased its 2003 guidance for revenues and earnings per share.
     Assuming that currencies maintain their recent strength against the dollar, the company now expects full-year reported revenue growth approaching ten percent as compared to 2002 for an estimated earnings per share of $2.20 for the year. The company expects the vast majority of the additional earnings to be realized in the fourth quarter, based on its projected marketing and research and development spending, and anticipates third-quarter earnings per share to be approximately $0.57.
     For the first half of the year, cash flows from operating activities were generally consistent with the company's expectations. The company is experiencing higher cash outflows associated with foreign currency hedging contracts as a result of the unprecedented strengthening of the euro. As a result, the company now expects full-year cash flow from operating activities of approximately $200 million.

Information Concerning Forward-Looking Statements Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. When used in this discussion, the words "anticipate", "appears", "should", "expect", "estimate", "project", "will", "are likely" 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, which may affect 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, general global and local economic, political and sociological conditions, and changes in such conditions, the impact of competition, seasonality and general economic conditions in the global lens and lens care, ophthalmic cataract and refractive and pharmaceutical markets where the company's businesses compete, effects of war or terrorism, changing currency exchange rates, events affecting the ability of the company to timely deliver its products to customers, including those which affect the company's carriers' ability to perform delivery services, 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, including those related to patents and other intellectual property held by the company, the impact of company performance on its financing costs, changes in government regulation of the company's products and operations, changes in governmental laws and regulations relating to the import and export of products, government pricing changes and initiatives with respect to healthcare products, changes in private and regulatory schemes providing for the reimbursement of patient medical expenses, changes in the company's credit ratings, or the cost of access to sources of liquidity, the company's ability to maintain positive relationships with third party financing resources, the financial well-being and commercial success of key customers, development partners, and suppliers, changes in the supply of raw materials used in the manufacture of the company's products, changes in tax rates or policies or in rates of inflation, changes in accounting principles and the application of such principles to the company, the performance by third parties upon whom the company relies for the provision of goods or services, the ability of the company to successfully execute marketing strategies, the ability of the company to secure and maintain intellectual property protections, including patent rights, with respect to key technologies, the ability of the company to secure and maintain copyright protections relative to its customer-valued names, trademarks, trade names and other designations, difficulties or delays in the development, laboratory and clinical testing, regulatory approval, manufacturing, release or marketing of products, the successful completion and integration of acquisitions by the company, the successful relocation of certain manufacturing processes, the continued successful implementation of efforts in managing and reducing costs and expenses, the effect of changes within the company's organization, including the selection and development of the company's management team and such other factors as are described in greater detail in the company's filings with the Securities and Exchange Commission, including, without limitation, its 2002 Annual Report on Form 10-K and the Current Report on Form 8-K dated June 14, 2002.

There was no significant change in the excess of the company's floating rate assets over its floating rate liabilities for the quarter and six months ended June 28, 2003. A sensitivity analysis to measure the potential impact that a change in interest rates would have on the company's net income indicates, that a one percentage point increase in interest rates, which represents a greater than 10% change, would decrease the company's net financial expense by approximately $4 on an annualized basis.
     The company has $185 of debt maturing in the third quarter. As described in the Access to Financial Markets section of Liquidity and Financial Resources, the company will refinance a majority of this debt through the August 2003 issuance of $50 fixed rate notes, swapped to a floating rate, and $160 of floating-rate convertible notes. In addition, on August 4, 2003, the company used a portion of the debt issuance proceeds to repurchase one million shares of the company's common stock. The result of those transactions was to further decrease the excess of floating rate assets over floating rate-liabilities. Also, a sensitivity analysis to measure the potential impact that a change in interest rates would have on the company's net income indicates, that a one percentage point increase in interest rates, which represents a greater than 10% change, would decrease the company's net financial expense by approximately $2 on an annualized basis.
     There has been no material change in the company assessment of its sensitivity to foreign currency exchange rate risk since its disclosure in Item 7(a) of the company's 10-K for the fiscal year ended December 28, 2002.

Within the 90 days prior to the date of this Form 10-Q, the company carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chairman and Chief Executive Officer along with the company's Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the company's Chairman and Chief Executive Officer along with the Company's Senior Vice President and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in the company's periodic filings with the Securities and Exchange Commission. There have been no significant changes in the company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the company completed its evaluation.