8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 7, 2006

BAUSCH & LOMB INCORPORATED

(Exact name of registrant as specified in its charter)

New York	1-4105	16-0345235
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One Bausch & Lomb Place, Rochester, NY	14604-2701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (585) 338.6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Pursuant to its previously announced consent solicitation with respect to the outstanding series of securities issued under its Indenture, dated as of September 1, 1991, as amended by Supplemental Indenture No. 1, dated May 13, 1998, Supplemental Indenture No. 2 dated July 29, 1998, Supplemental Indenture No. 3 dated November 21, 2002, Supplemental Indenture No. 4, dated August 1, 2003, Supplemental Indenture No. 5, dated August 4, 2003, Supplemental Indenture No. 6, dated December 20, 2004 and Supplemental Indenture No. 7, dated June 6, 2006 (collectively, the “Indenture”) between the Company and Citibank, N.A. as Trustee (the “Trustee”), the Company and the Trustee have entered into Supplemental Indenture No. 8, dated November 8, 2006, providing for certain amendments and waivers, as discussed in the Consent Solicitation Statement filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated September 20, 2006.

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 9, 2006, the Company issued a press release reporting certain financial metrics for the third quarter and first nine months of 2006, as well as the comparable restated 2005 periods (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1.

The Press Release includes a non-GAAP constant-currency measure that the Company uses as a key performance metric in assessing organic business growth trends. The Press Release explains why the Company uses such non-GAAP measures.

The information in Item 2.02 of this Current Report on Form 8-K, including, without limitation, Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
 CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(1)Executive Deferred Compensation Plan for Post-2004 Deferrals

On November 7, 2006, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) adopted the Executive Deferred Compensation Plan for Post-2004 Deferrals (the “Post-2004 Plan”). The Post-2004 Plan replaces the Executive Deferred Compensation Plan, as amended and restated (“EDCP”) (filed as Exhibit (10)-y to the Company’s Annual Report on Form 10-K, dated March 8, 2005) to comply with certain requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and to implement certain design changes. The Post-2004 Plan does not apply to amounts that were earned and vested as of December 31, 2004, which are grandfathered under Section 409A and remain subject to the EDCP.

Under the Post-2004 Plan, annual deferral elections, distribution elections, and changes to distribution elections are to be made in accordance with section 409A of the Code. In order to accomplish this, among other things, the Post-2004 Plan: (i) requires that payouts after a change in a deferral election are made at least 5 years after the original distribution date and requires that payouts be made a minimum of 6 months after termination or retirement; (ii) removes provisions allowing for certain accelerated reduced distributions of deferred amounts (known as “haircut provisions”); (iii) revises financial hardship withdrawals to be in accordance with Section 409A of the Code; (iv) disallows deferrals during cycled severance arrangements; (v) requires payout upon death to be made in a lump sum in the year after death; and (vi) updates change of control-related provisions.

The Post-2004 Plan also contains certain design changes, including (i) providing the ability to defer salary only for amounts in excess of certain Code limitations that apply to qualified retirement plans, (ii) eliminating sales incentive deferrals, (iii) factoring bonus deferrals into Company match calculations and (iv) changing the Plan Administrator from the Treasurer of the Company to an Executive Benefits Committee consisting of the Senior Vice President - Human Resources, Senior Vice President and General Counsel and Senior Vice President and Chief Financial Officer. Also, the Post-2004 Plan has been approved to take advantage of the advance-approval exemptions under rules issued pursuant to Section 16 of the Securities Exchange Act of 1934.

(2)Amendment to Executive Deferred Compensation Plan

On November 7, 2006, the Compensation Committee adopted amendments to the EDCP. The amendments to the EDCP provide:

(a)   for the re-allocation of amounts in a participant’s investment accounts, except that Company matching amounts contributed under the EDCP on behalf of a participant who is subject to Section 16 of the Securities Exchange Act of 1934 as of August 1, 2005 (including earnings credited on those amounts) must remain in Company common stock equivalents;

(b)   that the “Plan Administrator” is defined as an Executive Benefits Committee (consisting of the Senior Vice President - Human Resources, Senior Vice President and General Counsel and Senior Vice President and Chief Financial Officer) rather than the Treasurer of the Company; and

(c)   for a claims procedure under the Employee Retirement Income Security Act of 1974 for the resolution of participant claims.

ITEM 8.01OTHER EVENTS.

Payment of compensation to the Company’s Directors has historically been tied to the Annual Meeting of Shareholders (the "Annual Meeting"), generally held each year in April or May, as a result of either plan language or past practice. The 2006 Annual Meeting has not yet been held due to the late filing of the Company's Annual Report on Form 10-K. Upon reviewing the applicable plans and past practice, the Board’s Nominating and Governance Committee has determined that, in light of their continued service as members of the Board of Directors and its various committees, Directors should be paid a portion of the compensation that would - but for the fact that the 2006 Annual Meeting has not been held - otherwise have been paid to them since May 1, 2006, as follows (which payments will be made in the immediate future):

(a)Annual Retainer

The aggregate amount of the Annual Retainer under the Annual Retainer Stock Plan for Non-Employee Directors is $52,000. Directors who have not met the Company’s Director Stock Ownership Guidelines (“Ownership Guidelines”) receive one-half of their Annual Retainer in the form of shares of the Company's common stock and the other half in cash. The cash portion of the Annual Retainer will be paid out now on a pro rata basis. Because the stock portion of the Annual Retainer is calculated using a formula based on the stock price as of the date of the Annual Meeting, it will not be paid at this time.

Directors who have met the Ownership Guidelines may elect to receive all, part or none of their Annual Retainer in the form of shares with the remaining portion of the Annual Retainer paid in cash. These Directors made an election as to the percentage of their individual compensation which would be paid in stock and that election continues in effect. The cash portion, if any, of the Annual Retainer for these Directors will be paid on a pro rata basis at this time. The stock portion will not be paid at this time for the reasons stated above.

(b)Other Director Compensation

Additional cash compensation is paid to Directors for service as a member of the Audit Committee or chair of a Board committee and as the Lead Director. In addition, cash compensation is paid to a Director Emeritus for up to a two-year period after retirement from the Board. The annual amounts of such additional fees are:

Lead Director	$	25,000
Chair of the Audit Committee		10,000
Director Emeritus		7,500
Chair of the Compensation Committee		7,500
Chair of the Nominating and Governance Committee		7,500
Member of the Audit Committee		5,000

The Lead Director compensation is paid in cash pursuant to the Company’s Lead Director Guidelines at the same time as the payment of the cash portion of the Annual Retainer. A pro rata portion of this compensation will be paid out at this time. The “other director fees” set forth above are usually paid in a lump sum at the beginning of the year and that amount will also be paid at this time.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.
(a)	Financial statements of businesses acquired. -   Not applicable
(b)	Pro forma financial information. -   Not applicable
(c)	Exhibits. The following exhibit is furnished, not filed, as part of this report:
	99.1Press Release dated November 9, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BAUSCH & LOMB INCORPORATED

/s/ Efrain Rivera

Efrain Rivera

Vice President and Treasurer

Date: November 9, 2006

EX-99.1

News

Bausch & Lomb Reports Preliminary Third-Quarter and

Year-to-Date 2006 Financial Metrics

·   2006 Performance Affected by Product Recall

·   Company Refines Sales and Earnings Expectations for 2006 and 2007

·   Form 10-Q Filing for 2006 Third Quarter Delayed

FOR RELEASE THURSDAY, NOVEMBER 9, 2006

ROCHESTER, N.Y. - Bausch & Lomb (NYSE:BOL) today reported certain preliminary and unaudited financial metrics for the third quarter and first nine months of 2006, as well as the comparable 2005 periods. The work surrounding the previously announced expanded procedures and restatement of financial results is not complete. As a result, there can be no assurance that the amounts reported today will not differ, including materially, from those reported when the Company files its Form 10-Q for the third quarter of 2006.

Bausch & Lomb is filing a Form 12b-25 with the United States Securities and Exchange Commission (SEC), indicating that it will be unable to file timely its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2006.

This news release includes a non-GAAP constant-currency measure which the Company uses as a key performance metric in assessing organic business growth trends. Constant-currency results are calculated by translating actual current-year and prior-year local currency revenues and expenses at the same predetermined exchange rates. The translated results are then used to determine year-over-year percentage increases or decreases that exclude the impact of currency.

In the discussion of operating performance which follows, the Company has quantified charges associated with the previously announced market withdrawal of ReNu^® with MoistureLoc^® solution (MoistureLoc), and has provided certain information about growth rates prior to the recording of the charges. Bausch & Lomb’s management believes such additional disclosure is useful and relevant because it provides a basis for understanding underlying business performance independent of these items.

Bausch & Lomb expects to report consolidated net sales of $577.2 million for the third quarter of 2006, compared to sales of $567.3 million in the third quarter of 2005. That represents an increase of two percent, or one percent on a constant-currency basis. Third-quarter 2006 sales include $16.7 million of incremental revenues from Bausch & Lomb Freda (Freda), the Chinese ophthalmic pharmaceutical company acquired late in 2005. Prior-year net sales were reduced by $17.1 million of provisions for customer returns and consumer coupon redemptions associated with the market withdrawal of MoistureLoc. Although that recall occurred in May 2006, a portion of the associated costs were recorded as a subsequent event in the third quarter of 2005, in accordance with generally accepted accounting principles. Excluding the effects of Freda and the MoistureLoc provisions, 2006 third-quarter net sales declined four percent from 2005, or five percent in constant currency.

For the first nine months of 2006, the Company expects to report consolidated net sales of $1.7 billion, compared to $1.73 billion for the first nine months of 2005. That represents a decline of two percent, or one percent in constant currency. Year-to-date sales in both periods were reduced by provisions for customer returns and consumer coupon redemptions associated with the MoistureLoc recall ($19.3 million in 2006 and $17.1 million in 2005). Additionally, incremental sales from Freda increased 2006 year-to-date net sales by $44.1 million. Excluding the impact of these items, 2006 consolidated net sales decreased four percent, or three percent in constant currency, from 2005.

Because the expanded procedures related to the accounting for income taxes are not yet complete, Bausch & Lomb is unable to estimate net earnings or earnings per share at this time. However, as previously disclosed in its Form 12b-25 dated August 8, 2006, the Company expects (1) that its U.S. operations will be unprofitable in 2006, as a result of lower lens care sales and costs associated with the MoistureLoc recall; (2) that no tax benefit will be recorded on U.S. operations as a result of the determination of the need for a valuation allowance that will be recorded in 2005 on deferred tax assets (as reported in the Company’s Current Report on Form 8-K dated August 8, 2006); and (3) that the Company’s effective tax rate in 2006 and beyond could be unusual when compared to historical levels and prior expectations.

The Company expects to report third-quarter 2006 income before income taxes and minority interest of $16.1 million, compared to $51.5 million in 2005. For the first nine months of 2006, the Company expects to report income before income taxes and minority interest of $45.8 million, compared to $163.8 million a year ago. Major factors contributing to the year-over-year declines include:

·   the gross margin impact of lower lens care sales following the MoistureLoc recall;

·   higher selling and marketing expenses, reflecting costs associated with programs to regain distribution and brand equity in the lens care category;

·   higher general and administrative expenses, primarily reflecting costs associated with the expanded procedures, financial restatement and independent investigations, combined with higher legal expenses associated with shareholder and product liability lawsuits that have been brought against the Company;

·   higher share-based compensation expense in 2006 following the adoption of new accounting guidance. Third-quarter and year-to-date 2006 earnings were reduced by $3.0 million and $10.4 million of share-based compensation expense, respectively; and

·   higher net financing expenses, mainly due to incremental interest expense on amounts borrowed late in 2005 as part of repatriation programs under the American Jobs Creation Act; fees associated with obtaining consent waivers on the Company’s public and bank debt; and higher interest rates on variable-rate debt; partially offset by interest expense savings associated with debt retired in 2005 and 2006, and increased interest income due to higher investment balances in 2006.

These factors are somewhat offset by:

·   incremental earnings generated by Freda and

·   lower provisions for sales returns and coupons and other direct costs associated with the MoistureLoc recall in 2006 compared to 2005. In 2006, such items had no impact on third-quarter results, but reduced income before income taxes and minority interest by $27.6 million in the year-to-date period. In 2005, such items reduced third-quarter and year-to-date income before income taxes and minority interest by $39.0 million.

Bausch & Lomb also expects to report the following liquidity metrics:

·   total cash and investments of $522.9 million as of September 30, 2006 compared to $720.6 million at the end of 2005;

·   total debt obligations of $852.6 million as of September 30, 2006 compared to $992.5 million at year end 2005; and

·   cash flows from operating activities totaling $88.8 million and capital spending totaling $90.1 million for the first nine months of 2006.

Company Comments on Expectations for 2006 and 2007 Financial Performance

Bausch & Lomb’s prior guidance for 2006 called for sales ranging between $2.325 billion and $2.4 billion, and income before income taxes and minority interest between $70 million and $80 million. The Company currently expects sales to be at the low end of the range. The Company’s expectations with respect to income before income taxes and minority interest remain unchanged, except that a recent development relating to a tax assessment in Brazil is expected to result in an earnings benefit that would be incremental to the Company’s guidance.

As previously disclosed, as a result of an Audit Committee investigation at the Company’s Brazilian subsidiary (BLIO), it was learned that certain Brazilian tax authorities had made tax assessments against BLIO which had not been reflected in the subsidiary’s financial statements as required by the Company’s established policies and procedures. In October 2006, the state government of Sao Paulo, Brazil granted general amnesty to taxpayers, including BLIO, as to a portion of the penalties and interest associated with one such assessment. As a result, the Company expects to reverse in the fourth quarter of 2006 approximately $20 million of approximately $27 million of penalties and interest expense that will be recorded as part of the financial restatement.

The Company further indicated that it continues to project 2006 cash flow from operating activities to be essentially offset by capital expenditures.

Bausch & Lomb’s previous guidance for 2007 called for sales ranging between $2.5 billion and $2.625 billion, and income before income taxes and minority interest ranging between $220 million and $270 million. Those expectations were based on assumptions including, without limitation, that exchange rates remain fairly consistent with current levels; that the higher 2006 operating expenses associated with the recall, independent investigations and expanded year-end audit procedures will not recur in 2007; that the Company’s ReNuMultiPlus and ReNuMultiPurpose contact lens solutions returned to the Singapore and Hong Kong markets before the end of 2006; and that the Company’s brand rebuilding initiatives, particularly in Asia, were successful such that the affected businesses would stabilize and the Company would recoup lost market share. The recovery of the Asia business is occurring at a slower rate than originally anticipated and the ReNu branded products currently remain off the market in both Hong Kong and Singapore. Although the Company’s customary, detailed operating plan process is still ongoing, management now estimates that 2007 sales and income before income taxes and minority interest will be at the lower ends of its ranges of guidance.

SUPPLEMENTAL NET SALES INFORMATION

Geographic Sales

The following table summarizes by business segment the third-quarter and year-to-date net sales that the Company expects to report:

	Third Quarter Ended				Percent Increase (Decrease)
Dollar Amounts in Millions		September 30, 2006		September 24, 2005		Actual Dollars		Constant Currency
Net Sales1
Americas	$	258.5	$	246.3		5	%	5	%
Europe		205.9		202.2		2	%	(2	%)
Asia		112.8		118.8		(5	%)	(3	%)
Total Company	$	577.2	$	567.3		2	%	1	%
	Nine Months Ended				Percent Increase (Decrease)
		September 30, 2006		September 24, 2005		Actual Dollars		Constant Currency
Net Sales1
Americas	$	756.9	$	738.7		2	%	2	%
Europe		609.4		643.7		(5	%)	(4	%)
Asia		330.1		345.0		(4	%)	(1	%)
Total Company	$	1,696.4	$	1,727.4		(2	%)	(1	%)

¹ Amounts reflect provisions for sales returns and consumer rebates associated with the MoistureLoc recall. Such provisions reduced year-to-date 2006 Americas region net sales by $0.6, Europe region net sales by $18.2 and Asia region net sales by $0.5. Such provisions reduced third quarter and year-to-date 2005 Americas region net sales by $12.4 and Asia region net sales by $4.7.

The net sales figures that the Company expects to report reflect the following regional business developments:

·   Third-quarter Americas segment net sales increased five percent from 2005. Excluding MoistureLoc recall provisions from 2005 results, third-quarter 2006 Americas net sales were essentially flat with the prior year. For the first nine months of 2006, Americas segment net sales increased two percent. Excluding MoistureLoc recall provisions from both periods, net sales grew one percent, and were flat in constant currency. For both the quarter and year-to-date periods, gains in contact lenses, pharmaceuticals and cataract surgery products were offset by declines in lens care and refractive surgery. Year-to-date contact lens sales grew 12 percent, reflecting higher sales of the PureVision^® lines of silicone hydrogel contact lenses, including the recent introduction of toric and multifocal offerings in the U.S. market. Third-quarter and year-to-date total disposable toric contact lens sales in the Americas region grew close to 20 percent, with total sales of multifocal contact lenses growing at an even faster rate.

·   Third-quarter 2006 European net sales increased two percent, and declined by a similar amount in constant currency, from 2005. The constant-currency decline reflects lower sales of contact lens, lens care and cataract surgery products, which more than offset gains for the pharmaceuticals and refractive surgery categories. On a year-to-date basis, European net sales declined five percent, or four percent in constant currency, mainly reflecting sales return and consumer rebate provisions associated with the MoistureLoc recall. Excluding those provisions, Europe region sales declined three percent, or one percent in constant currency.

·   Third-quarter Asia segment net sales declined five percent from 2005, or three percent in constant currency. The 2006 figures include incremental sales from Freda and prior-year figures reflect provisions associated with the MoistureLoc recall. Excluding those items, third-quarter 2006 Asia net sales were down 22 percent, or 21 percent in constant currency. For the year-to-date period, sales declined four percent and were down one percent on a constant-currency basis. Excluding the 2006 impact of Freda and the MoistureLoc recall provisions in both years, year-to-date Asia segment sales declined 18 percent (15 percent in constant currency). Quarterly and year-to-date trends were mainly due to lower sales of contact lenses and lens care products. The Asia region, particularly China, has experienced the most significant negative impact as a result of the MoistureLoc recall. The Company has initiated brand rebuilding programs to recoup lost market share and distribution. Results were also negatively impacted by Japanese market trends that favor daily disposable contact lenses, which have resulted in lower sales of two-week disposable contact lenses in that country.

Product Category Sales

The following table presents by product category the net sales that the Company expects to report:

	Third Quarter Ended				Percent Increase (Decrease)
Dollar Amounts in Millions		September 30, 2006		September 24, 2005		Actual Dollars		Constant Currency
Net Sales
Contact Lens	$	179.3	$	186.2		(4	%)	(4	%)
Lens Care 1		108.8		115.2		(6	%)	(6	%)
Pharmaceuticals 2		170.0		144.8		17	%	15	%
Cataract and Vitreoretinal		89.3		88.9		-	%	(1	%)
Refractive		29.8		32.2		(7	%)	(9	%)
Total	$	577.2	$	567.3		2	%	1	%
	Nine Months Ended				Percent Increase (Decrease)
		September 30, 2006		September 24, 2005		Actual Dollars		Constant Currency
Net Sales
Contact Lens	$	528.3	$	543.7		(3	%)	(1	%)
Lens Care 1		307.2		381.7		(20	%)	(19	%)
Pharmaceuticals 2		486.6		424.1		15	%	16	%
Cataract and Vitreoretinal		278.2		273.7		2	%	2	%
Refractive		96.1		104.2		(8	%)	(8	%)
Total	$	1,696.4	$	1,727.4		(2	%)	(1	%)

¹   Amounts reflect provisions for sales returns and consumer rebates associated with the MoistureLoc recall. Such provisions reduced year-to-date 2006 lens care net sales by $19.3, and third quarter and year-to-date 2005 lens care net sales by $17.1.

²   2006 pharmaceuticals category sales include incremental revenues from the acquisition of Freda ($16.7 and $44.1 for the third quarter and first nine months, respectively).

The net sales the Company expects to report reflect the following product category developments:

·   Higher sales of PureVision silicone hydrogel contact lenses were more than offset by lower sales of two-week spherical contact lenses in Japan, lower sales of SofLens^® Toric disposable contact lenses resulting from the continued roll-out of PureVision Toric lenses, and lower sales of older technology products the Company is rationalizing; combined with the MoistureLoc situation’s negative impact on the Company’s Asian contact lens business.

·   Excluding the provisions related to the MoistureLoc recall from current-year and 2005 results, lens care sales declined 18 percent for both the third quarter and first nine months of 2006. Those declines reflect lost market share resulting from the lack of MoistureLoc sales following the recall, combined with increased promotional programs (recorded as an offset to revenues) designed to regain distribution. The Company estimates that its unit share of the U.S. multipurpose solutions market declined from approximately 30 percent prior to the recall, to the mid-teens immediately after the recall, and has since increased to the upper teens.

·   Pharmaceutical net sales growth includes the impact of the Freda acquisition, as well as higher sales of ocular vitamins, and anti-infective, allergy, anti-inflammatory and dry eye medications. Results also reflect incremental sales of Retisert drug delivery implants, partially offset by declines for general eye care products and certain non-ophthalmic generic drugs. Sales of the Company’s lines of loteprednol-based products (Lotemax^®, Alrex^® and Zylet^® eye drops) were up more than five percent in the first nine months of the year, with prescriptions written for those products growing at more than 10 percent.

·   Cataract and vitreoretinal product category growth was led by higher sales of IOLs, which were up approximately five percent in the quarter and close to 10 percent for the year-to-date period. Revenues from phacoemulsification products declined two percent, as higher sales of disposable products were offset by lower equipment sales, as customers await the launch of the Company’s next generation microsurgical platform in 2007.

·   Net sales declines in the refractive category reflected lower equipment and microkeratome blade sales, partially offset by higher per-procedure card fees, which increased more than 10 percent compared to the prior year.

###

News Media Contact:

Barbara M. Kelley

585.338.5386

bkelley@bausch.com

Investor Relations Contact:

Daniel L. Ritz

585.338.5802

dritz@bausch.com

_____________________________________

This news release contains, among other things, certain statements of a forward-looking nature relating to future events or the future business performance of Bausch & Lomb. Such statements involve a number of risks and uncertainties including those concerning economic conditions, currency exchange rates, product development and introduction, the financial well-being of key customers, the successful execution of marketing strategies, the continued successful implementation of its efforts in managing and reducing costs and expenses, as well as the risk factors listed from time to time in the Company's SEC filings, including but not limited to those included in filings on Form 8-K and Form 12b-25, each dated August 8, 2006.

Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world. Founded in 1853, the Company is headquartered in Rochester, New York. Bausch & Lomb’s 2004 revenues were $2.2 billion; it employs approximately 13,700 people worldwide and its products are available in more than 100 countries. More information about the Company is on the Bausch & Lomb web site at www.bausch.com. Copyright Bausch & Lomb Incorporated.