INTRODUCTION

 Unless the context otherwise indicates, as used in this "Management's Discussion
and Analysis of Financial Condition and Results of Operations," the terms "we," "us," "our," "Bausch + Lomb," the "Company," and similar terms refer to Bausch +
Lomb Corporation and its subsidiaries. This "Management's Discussion and
Analysis of Financial Condition and Results of Operations" has been updated
through November 2, 2022 and should be read in conjunction with the unaudited
interim Condensed Consolidated Financial Statements and the related notes
included elsewhere in this Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2022 (this "Form 10-Q"). The matters discussed in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" contain certain forward-looking statements within the meaning of
Section 27A of The Securities Act of 1933, as amended (the "Act"), and Section
21E of The Securities Exchange Act of 1934, as amended, and that may be
forward-looking information within the meaning defined under applicable Canadian
securities laws (collectively, "Forward-Looking Statements"). See "Forward-Looking Statements" at the end of this discussion. Our accompanying unaudited interim Condensed Consolidated Financial Statements
as of September 30, 2022 and for the three and nine months ended September 30,
2022 and 2021 have been prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") and the rules
and regulations of the United States Securities and Exchange Commission (the "SEC") for interim financial statements, and should be read in conjunction with
our Combined Financial Statements for the year ended December 31, 2021, which
are included in Bausch + Lomb's final prospectus as filed with the SEC on May 5,
2022 pursuant to Rule 424(b)(4) under the Act relating to Bausch + Lomb's
Registration Statement on Form S-1 and Bausch + Lomb's supplemented PREP
prospectus filed with the Canadian Securities Administrators (the "CSA") on May
5, 2022. In our opinion, the unaudited interim Condensed Consolidated Financial
Statements reflect all adjustments, consisting of normal and recurring
adjustments, necessary for a fair statement of the financial condition, results
of operations and cash flows for the periods indicated. Additional Company
information is available on SEDAR at www.sedar.com and on the SEC website at
www.sec.gov. All currency amounts are expressed in U.S. dollars, unless
otherwise noted. 

OVERVIEW

 Bausch + Lomb is a subsidiary of Bausch Health Companies Inc. ("BHC"), with BHC
currently holding, directly or indirectly, approximately 88.7% of the common
shares of Bausch + Lomb. Bausch + Lomb is a leading global eye health company
dedicated to protecting and enhancing the gift of sight for millions of people
around the world-from the moment of birth through every phase of life. Our
mission is simple, yet powerful: helping you see better, to live better. We
develop, manufacture and market a range of products, primarily in the areas of
eye health, which are marketed directly or indirectly in approximately 100
countries. As a fully integrated eye health business, Bausch + Lomb has an
established line of contact lenses, intraocular lenses and other medical
devices, surgical systems and devices, vitamin and mineral supplements, lens
care products, prescription eye-medications and other consumer products that
positions us to compete in all areas of the eye health market. Our comprehensive portfolio of over 400 products is fully integrated and built
to serve our customers across the full spectrum of their eye health needs
throughout their lives. Our iconic brand is built on the deep trust and loyalty
of our customers established over our nearly 170-year history. We have a
significant global research, development, manufacturing and commercial footprint
of approximately 12,800 employees and a presence in approximately 100 countries,
extending our reach to billions of potential customers across the globe. We have
long been associated with many of the most significant advances in eye health,
and we believe we are well positioned to continue leading the advancement of eye
health in the future. Reportable Segments Our portfolio of products falls into three operating and reportable segments:
(i) Vision Care (formerly Vision Care/Consumer Health), (ii) Ophthalmic
Pharmaceuticals and (iii) Surgical. We have found and continue to believe there
is significant opportunity in these businesses and we believe our existing
portfolio, commercial footprint and pipeline of product development projects
position us to successfully compete in these markets and provide us with the
greatest opportunity to build value for our shareholders. The following is a
brief description of the Company's segments: The Vision Care segment-includes both our contact lens and consumer eye care
businesses, and includes leading products such as our Biotrue® ONEday daily
disposables and our Biotrue® multi-purpose solution. Our contact lens portfolio spans the spectrum of wearing modalities, including
daily disposable and frequently replaced contact lenses, and contact lenses that
are indicated for therapeutic use and that can also provide optical correction
during healing, if required. In particular, our Vision Care contact lens
portfolio includes our Bausch + Lomb INFUSE® (silicone 31
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hydrogel (“SiHy”) daily disposable contact lenses, Biotrue® ONEday daily
disposables, PureVision® SiHy contact lenses, SofLens® daily disposables and
Bausch + Lomb ULTRA® contact lenses.

 Our consumer eye care business consists of contact lens care products,
over-the-counter ("OTC") eye drops that address various conditions, including
eye allergies, conjunctivitis, dry eye, and redness relief, and eye vitamins and
mineral supplements. Our Eye Vitamin Products include our PreserVision® AREDS 2
formula, which contains the exact levels of six key nutrients recommended by the
National Eye Institute to help reduce the risk of progression in patients with
moderate to advanced age-related macular degeneration ("AMD"), and supplements,
that support general eye health. Within our consumer eye care business, our lens
care product portfolio includes Biotrue® and Renu® multipurpose solutions and
Boston® cleaning and conditioning solutions, our eye drops include LUMIFY®,
Soothe®, Artelac®, Alaway® and Mioclear™ and our Eye Vitamins include
PreserVision® and Ocuvite®. For the year ended December 31, 2021, our Vision Care segment had seven product
franchises that generated over $100 million in annual revenues, as follows:
PreserVision®/Ocuvite®, Biotrue®, SofLens®, Renu®, Bausch + Lomb ULTRA®,
Artelac® and LUMIFY®. The Ophthalmic Pharmaceuticals segment-consists of a broad line of proprietary
and generic pharmaceutical products for post-operative treatments and treatments
for a number of eye conditions, such as glaucoma, eye inflammation, ocular
hypertension, dry eyes and retinal diseases. Key proprietary ophthalmic
pharmaceutical brands are VYZULTA®, Lotemax®, Prolensa® and Minims®. The Surgical Segment-consists of medical device equipment, consumables and
technologies for the treatment of corneal, cataracts, and vitreous and retinal
eye conditions, which includes intraocular lenses ("IOLs") and delivery systems,
phacoemulsification equipment and other surgical instruments and devices
necessary for cataract surgery. Key surgical brands include Akreos®, AMVISC®,
Crystalens® IOLs, enVista® IOLs, Millennium®, Stellaris Elite® vision
enhancement system, Storz® ophthalmic instruments, VICTUS® femtosecond laser,
Teneo™, Eyefill® and Zyoptix®. 

Initial Public Offering and Separation of the Bausch + Lomb Eye Health Business

 On August 6, 2020, our parent company, BHC, announced its plan to separate our
eye health business into an independent publicly traded entity, separate from
the remainder of BHC (the "Separation"). In January 2022, BHC completed the
internal organizational design and structure of our new eye health entity. The
next step in the Separation was an initial public offering of the common shares
of Bausch + Lomb. The registration statement related to the initial public
offering of Bausch + Lomb (the "B+L IPO") was declared effective on May 5, 2022,
and our common stock began trading on the New York Stock Exchange and the
Toronto Stock Exchange, in each case under the ticker symbol "BLCO", on May 6,
2022. Prior to the completion of the B+L IPO, we were an indirect wholly-owned
subsidiary of BHC. On May 10, 2022, a wholly-owned subsidiary of BHC (the "Selling Shareholder") sold 35,000,000 common shares of Bausch + Lomb, at an
offering price of $18.00 per share (less the applicable underwriting discount),
pursuant to the Bausch + Lomb prospectus. In addition, the Selling Shareholder
granted the underwriters an option for a period of 30 days from the date of the
B+L IPO to purchase up to an additional 5,250,000 common shares to cover
over-allotments at the IPO offering price less underwriting commissions. On May
31, 2022, the underwriters of the B+L IPO partially exercised the over-allotment
option granted to them by the Selling Shareholder, and, on June 1, 2022, the
Selling Shareholder sold an additional 4,550,357 common shares of Bausch + Lomb,
at an offering price of $18.00 per share (less the applicable underwriting
discount). The Selling Shareholder received all net proceeds from the B+L IPO.
The remainder of the over-allotment option granted to the underwriters expired. Upon the closing of the B+L IPO (after giving effect to the partial exercise of
the over-allotment option), BHC directly or indirectly holds 310,449,643 Bausch
+ Lomb common shares, which represents approximately 88.7% of our common shares.
The completion of the separation of Bausch + Lomb is subject to the expiry of
customary lockups related to the B+L IPO (which have now expired) and, the
achievement of targeted debt leverage ratios, subject to market conditions and
the receipt of applicable shareholder and other necessary approvals and the
various risk factors relating to the separation approvals set forth in Bausch +
Lomb's final prospectus as filed with the SEC on May 5, 2022 pursuant to Rule
424(b)(4) under the Act relating to our Registration Statement on Form S-1 and
in Bausch + Lomb's supplemented PREP prospectus as filed with the CSA on May 5,
2022, under the section entitled "Risk Factors". We understand that BHC
continues to believe that completing the B+L Separation makes strategic sense
and that BHC continues to evaluate all factors and considerations related to
completing the Separation, including the effect of the Norwich Legal Decision
(as defined below) . 

See Note 2, “SIGNIFICANT ACCOUNTING POLICIES” to our unaudited interim Condensed
Consolidated Financial Statements for additional information.

 32
-------------------------------------------------------------------------------- We believe the Separation presents Bausch + Lomb with a unique opportunity, and
will provide us operating flexibility and put us in a strong position to unlock
additional value in our eye health business as a separate and dissimilar
business from the remainder of BHC's product portfolios and businesses. As a
separate entity, Bausch + Lomb's management believes that it is positioned to
focus on its core businesses to drive additional growth, more effectively
allocate capital and better manage our capital needs. Further, the Separation
will allow us and the market to compare the operating results of our eye health
business with other "pure play" eye health companies. Although management
believes these transactions will unlock value for our shareholders, there can be
no assurance that the Separation will be consummated, or, even if consummated,
that the Separation will be successful in doing so. See "Risk Factors - Risks Relating to the Separation" included in Bausch +
Lomb's final prospectus as filed with the SEC on May 5, 2022 pursuant to Rule
424(b)(4) under the Act relating to Bausch + Lomb's Registration Statement on
Form S-1 and in Bausch + Lomb's supplemented PREP prospectus as filed with the
CSA on May 5, 2022. Positioning for Growth Product Development

We continuously search for new product opportunities through internal
development and strategic licensing agreements, that, if successful, will allow
us to leverage our commercial footprint and supplement our existing product
portfolio and address specific unmet needs in the market.

 We are focused on bringing innovative products to market to serve doctors,
patients, and consumers in the pursuit of helping people see better to live
better all over the world. We consistently look for key trends in the eye health
market to meet changing doctor, patient, and consumer needs and identify areas
for investment to expand our market share and maintain our leading positions
across business segments. Our leadership team actively manages our pipeline in
order to identify what we believe are innovative and realizable projects that
meet the unmet needs of consumers, patients and eye health professionals and are
expected to provide incremental and sustainable revenues and growth into the
future. We believe that our current pipeline is strong enough to meet these
objectives and provide future sources of revenues, in our core businesses,
sufficient enough to sustain our growth and corporate health as other products
in our established portfolio face generic competition and lose momentum. We believe our unparalleled eye health knowledge and insights allow us to
capitalize on market trends by differentiating our approach to product
development, with a pipeline focused on prioritizing customer needs and actively
seeking external innovation to design, develop and advance creative, ethical eye
health products across our portfolio, to address unmet and evolving needs of eye
care professionals, patients and consumers. Our team of approximately 850
dedicated Research and Development ("R&D") employees is focused on advancing our
pipeline and identifying new product opportunities and we believe we have a
significant innovation opportunity today. We plan to develop and commercialize
our global pipeline of over 60 projects, many of which are global projects being
developed in and for multiple countries. These global and individual projects
are in various stages of pre-clinical and clinical development, including new
contact lenses and prescription medications for myopia, next-generation cataract
equipment, premium IOLs, investigational treatments for dry eye, novel
formulation for eye vitamins, preservative free formulation of eye drops and,
next-generation cataract equipment, among others, that are designed to grow our
portfolio and accelerate future growth. Our internal R&D organization focuses on the development of products through
clinical trials. As of September 30, 2022, we have over 60 projects in our
global pipeline which are being developed in and for multiple countries. Certain
core internal R&D projects that have received a significant portion of our R&D
investment in current and prior periods are listed below. 

Vision Care Pipeline

 We believe that vision care is a very innovation-sensitive market. As a result,
we believe our vision care business will achieve growth through our focus on new
materials and products. We have leveraged our expertise in eye health to build a
vision care pipeline based on innovative next generation materials and products,
and we intend to continue developing our pipeline through a combination of
internal and external business development initiatives. Our range of vision care
pipeline products are as follows: 

Contact Lens Pipeline

 We are developing new materials and expect to continue to introduce innovative
products, like our Bausch + Lomb INFUSE® contact lens, which is a silicone
hydrogel daily disposable contact lens designed with a next generation material
infused with ProBalance Technology™ to help maintain ocular surface homeostasis
and help reduce symptoms of contact lens dryness. Silicone hydrogel materials
provide increased oxygen transmission for eye health, improved safety and 33
-------------------------------------------------------------------------------- increased comfort for end users. This combination should continue to benefit our
other SiHy brands: Bausch + Lomb ULTRA®, AQUALOX™ and PureVision®. Our contact
lens pipeline includes: •SiHy Daily - A silicone hydrogel daily disposable contact lens designed to
provide clear vision throughout the day. In September 2018, we launched SiHy
Daily in Japan under the branded name AQUALOX™ ONE DAY. In August 2020, we
launched SiHy Daily in the U.S. under the branded name Bausch + Lomb INFUSE®
SiHy Daily Disposable contact lens. In the fourth quarter of 2020, SiHy Daily
was launched in Australia, Hong Kong and Canada under the branded name Bausch +
Lomb Ultra® ONE DAY. SiHy Daily has also received regulatory approval in China,
New Zealand, Japan, South Korea, Europe, Singapore and Malaysia, where it will
be branded as Bausch + Lomb Ultra® ONE DAY, and, in the second quarter of 2021,
we launched SiHy Daily in South Korea and Singapore as Bausch + Lomb Ultra® ONE
DAY. •In October 2020, we announced that we had entered into an exclusive global
licensing agreement with Brien Holden Vision Institute ("BHVI" and the license,
the "BHVI License") for a myopia control contact lens design developed by BHVI.
We plan to pair BHVI's novel contact lens design with our leading contact lens
technologies to develop potential contact lens treatments designed to slow the
progression of myopia in children. A global clinical trial is expected to begin
in 2023. 

•We are developing a custom-finished orthokeratology lens with a proprietary
software based fitting system for the treatment of myopia, especially in
children, which we expect to launch in 2023, subject to FDA approval.

•We are developing certain cosmetic contact lenses with improved color
technology, which has been recently approved in Japan and we expect to launch in
certain other Asian markets in 2023 and 2024.

 •In June 2022, we launched Revive™ custom soft contact lenses in the United
States. Revive™ is a new family of customizable soft contact lenses, which are
available in spherical, toric, multifocal and multifocal toric options and are
designed to meet the vision needs of more patients, including those with high or
unique prescriptions. Consumer Eye Care Pipeline We have built and strengthened our consumer eye care product pipeline through
internal development initiatives and external business development opportunities
and intend to continue developing our pipeline through a combination of internal
and external business development initiatives. Our consumer eye care product
pipeline includes: •LUMIFY® (brimonidine tartrate ophthalmic solution, 0.025%) - An OTC eye drop
developed as an ocular redness reliever. We launched this product in the U.S. in
May 2018 and in Canada in June 2022. Currently, we have several new line
formulations under development. The first Phase 3 study in support of these line
extensions has initiated. Additional studies have commenced during October 2022. •Renu® Advanced Multi-Purpose Solution ("MPS") - Contains a triple disinfectant
system that kills 99.9% of germs tested, and has a dual surfactant system that
provides up to 20 hours of moisture. Renu® Advanced MPS is FDA cleared with
indications for use to condition, clean, remove protein, disinfect, rinse and
store soft contact lenses including those composed of silicone hydrogels. Prior
to 2022, Renu® Advanced MPS was launched in India, Mexico, Korea, Turkey and
Greece and gained regulatory approvals in Indonesia, Malaysia, Singapore, the
European Union, Belarus and China. In 2022, Renu® Advanced MPS was launched in
Taiwan, Czech Republic, Israel, Poland, Slovakia, China, Argentina, Columbia,
Ecuador and Peru. We anticipate launches in Slovenia, other parts of Europe and
the Nordic regions. •Biotrue® Hydration Plus Multi-Purpose Solution - A next generation Biotrue® MPS
that contains 25% more Hyaluronan (HA), triple disinfectant system that kills
99.9% of germs tested, dual surfactant system that provides lens
conditioning/cleaning and erythritol providing antioxidant properties. This
formulation provides up to 20 hours of hydration. Biotrue® Hydration Plus MPS is
U.S. FDA and Health Canada cleared with indications for use to condition, clean,
remove protein, disinfect, rinse and store soft contact lenses including those
composed of silicone hydrogels. Biotrue® Hydration Plus MPS was launched in the
U.S. and Canada in 2022 and has gained regulatory approval from China's National
Medical Products Administration ("NMPA"). We anticipate launching in China in
the second half of 2023. •Preservative Free Biotrue® Hydration Boost lubricant eye drops was launched in
the U.S. during June 2021. This formulation is enhanced with Hyaluronan (HA),
electrolytes, an anti-oxidant and marketed in a preservative free multi-dose
container. Additional line extensions are currently under development. 34
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Ophthalmic Pharmaceutical Pipeline

 We intend to strengthen our innovative pharmaceuticals pipeline through internal
development and external business development opportunities with a focus on life
cycle management, generics and biosimilars, dry eye and "back of the eye"
diseases. Our range of ophthalmic pharmaceutical pipeline products include: •In October 2019, we acquired an exclusive license from Clearside Biomedical,
Inc. ("Clearside" and the license, the "Clearside License") for the
commercialization and development of XIPERE® (triamcinolone acetonide
suprachoroidal injectable suspension) in the U.S. and Canada. XIPERE® is a
proprietary suspension of the corticosteroid triamcinolone acetonide formulated
for suprachoroidal administration via Clearside's proprietary SCS
Microinjector®. In October 2021, the FDA approved XIPERE® for suprachoroidal use
for the treatment of macular edema associated with uveitis. We launched XIPERE®
in the first quarter of 2022, and believe that it is the first and only therapy
currently available in the U.S. for suprachoroidal use for the treatment of
macular edema associated with uveitis. •In December 2019, we announced that we had acquired an exclusive license from
Novaliq GmbH (the "Novaliq License") for the commercialization and development
in the U.S. and Canada of the investigational treatment NOV03
(perfluorohexyloctane), a first-in-class investigational drug that if approved
by the FDA will have a novel mechanism of action to treat dry eye disease
("DED") associated with Meibomian Gland Dysfunction ("MGD"). In April 2021, we
announced statistically significant topline data from the first of two Phase 3
studies, and, in September 2021, we announced statistically significant topline
data from the second Phase 3 study. The New Drug Application was filed with the
FDA in June 2022 (and accepted by the FDA in September 2022 with a Prescription
Drug User Fee Act (PDUFA) date of June 28, 2023), and, if approved, we
anticipate launching in the U.S. in the second half of 2023. If approved by the
FDA, we believe the addition of this investigational treatment for DED with MGD
will help build upon our strong portfolio of integrated eye health products. We
expect to make our Canadian filing in the first half of 2023. •Under the terms of an October 2020 agreement with Eyenovia, Inc., we have
acquired an exclusive license (the "Eyenovia License") in the U.S. and Canada
for the development and commercialization of an investigational microdose
formulation of atropine ophthalmic solution; a potentially first-in-class
investigational treatment of the reduction of pediatric myopia progression.
Microdose administration is designed to result in low systemic and ocular drug
exposure. We expect to complete enrollment for a Phase 3 study during 2023. If
approved by the FDA, we believe this investigational product could potentially
change the treatment paradigm for the reduction of myopia progression in
children. •In May 2020, we entered into an exclusive license agreement (the "STADA-Xbrane
License") with STADA Arzneimittel AG and its development partner, Xbrane
Biopharma AB ("Xbrane"), to commercialize in the U.S. and Canada a biosimilar
candidate to Lucentis® (ranibizumab), a VEGF inhibitor used in the treatment of
serious eye diseases, such as wet AMD. We expect, subject to FDA alignment, that
Xbrane will resubmit the abbreviated Biologics License Application ("aBLA") for
the product by the end of 2022 and we anticipate launching the product in the
U.S. in late 2023 or early 2024 (depending on the exact timing of such
resubmission). 

Surgical Pipeline

 We have built and strengthened our ophthalmic surgical pipeline through internal
and external development and licensing initiatives and intend to continue
developing our pipeline through a combination of internal and external business
development initiatives. Our range of surgical pipeline products are developed
with the goal to reinforce our position in existing segments, as well as
entering new segments in order to broaden the offering. Our surgical pipeline
includes: •In the first quarter of 2021, we launched LuxSmartTM IOLs with extended depth
of focus ("EDOF") design. We started first implantation in December 2020, and we
expanded prelaunch activities in the U.K., France, Germany, Sweden, Italy,
Spain, Poland, Hong Kong and the Czech Republic in the first quarter of 2021.
During the remainder of 2021, we expanded the launch of LuxSmartTM IOLs to other
European countries, including Belgium, Netherlands, Norway, Portugal,
Switzerland, Greece, Bulgaria, Hungary, Romania and Serbia. We expect to expand
the launch of LuxSmartTM IOLs in select other markets in 2023. •We are expanding our portfolio of premium IOLs built on the enVista® platform
with Monofocal Plus, EDOF and Trifocal optical designs for presbyopia
correction. We expect that they will be commercialized together with a new
preloaded inserter with two options: non-Toric, as well as Toric for astigmatism
patients. We anticipate launching Monofocal Plus, Trifocal and EDOF optical
designs for presbyopia in the U.S. in 2023, 2024 and 2025/2026, respectively. 35
-------------------------------------------------------------------------------- •We are developing a new generation Phaco and Vitroretinal combined surgical
system that we expect will be a future innovation that builds on the existing
Stellaris Elite® vision enhancement system by introducing a new fluidics system,
enhancing interconnectivity and networking, expanding surgical parameters and
offering a wide range of new peripherals to enhance the surgeons' control
throughout the surgical procedures. •We are developing two new femto lasers with advanced technology that we expect
to launch in 2024. These products are designed for the cataract and refractive
surgery markets. •We are developing new innovative, personalized corneal treatments for our
Teneo™ Excimer laser, which we expect to launch in the U.S. in 2023, subject to
FDA approval. •New Ophthalmic Viscosurgical Device ("OVD") product - A formulation to protect
corneal endothelium during phacoemulsification process during a cataract surgery
and to help chamber maintenance and lubrication during IOL delivery. A clinical
study report was completed for the cohesive OVD product (StableVisc™) during the
second quarter of 2022. FDA approval is expected in the fourth quarter of 2022
and launch is expected in the first quarter of 2023. In addition, in March 2021,
we received Premarket Approval from the FDA for Clearvisc® dispersive OVD, which
we launched in the U.S. in June 2021. 

Strategic Licensing Agreements

 To supplement our internal R&D initiatives and to build-out and refresh our
product portfolio, we also search for opportunities to augment our pipeline
through arrangements that allow us to gain access to unique products and
investigational treatments, by strategically aligning ourselves with other
innovative product solutions. Our strategic licensing agreements include the
BVHI License outlined in the discussion of our Vision Care pipeline above and
the Clearside License, Novaliq License, Eyenovia License and STADA-Xbrane
License each outlined in the discussion of our Ophthalmic Pharmaceutical product
pipeline above. In addition, during July 2022, we entered into an exclusive European
distribution agreement with Sanoculis Ltd. ("Sanoculis") for Sanoculis'
Minimally Invasive Micro Sclerostomy ("MIMS®"). MIMS® is an innovative minimally
invasive surgical procedure for the treatment of glaucoma. We also made an
equity investment in Sanoculis as part of a Series C round of funding and have
an option to acquire all of the assets of Sanoculis. We believe this
distribution agreement, as well as the equity stake and option, will help build
upon our strong portfolio of integrated eye health products. In the normal course of business, we will enter into select licensing and
collaborative agreements for the commercialization and/or development of unique
products. These products are sometimes investigational treatments in early stage
development that target unique conditions. The ultimate outcome, including
whether the product will be: (i) fully developed, (ii) approved by the FDA or
other regulators, (iii) covered by third-party payors or (iv) profitable for
distribution, is highly uncertain. Under certain agreements, the Company may be
required to make payments contingent upon the achievement of specific
developmental, regulatory, or commercial milestones. 

We are and we will continue to consider further strategic licensing
opportunities to address the unmet needs of the consumer, patient and eye health
professional, some of which could be material in size.

Strategic Acquisitions

We selectively consider any acquisition that we believe aligns well with our
current organization and strategic plan. We seek to enter into only those
acquisitions that provide us with significant synergies with our existing
business, thereby minimizing risks to our core businesses and providing
long-term growth opportunities.

We are considering further acquisition opportunities within our core therapeutic
areas, some of which could be material in size.

Sales Force Expansion

 We have an established sales network that uniquely positions us to meet
customers' demands across the geographies we serve, building deeply loyal and
enduring relationships. Through our teams, we are engaged with various physician
and patient associations across the world. These professional relationships are
the foundation of our proven track record of converting innovation into trusted
products with high sales and provide us additional patient insights and consumer
feedback that virtuously informs the innovation effort. We look for
opportunities to strategically expand our sales force in specific geographies as
needed and in support of new product launches, most recently in support of our
launches of our Bausch + Lomb INFUSE®, Biotrue® ONEday and Bausch + Lomb ULTRA®
contact lenses in order to drive growth and maximize the return on our product
portfolio. 36

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e-Commerce

 We see an opportunity in e-Commerce for growth, which now represents more than
10% of our Vision Care revenues. We believe that the trend of using e-Commerce
platforms to shop for our products will continue to affect our business due to
the convenience of online ordering and subscription delivery. We believe that
our products are well suited to sales through e-Commerce channels as they are
shelf stable, inexpensive to ship as our products are light in weight, and easy
to transport. Additionally, the recurring purchase cycles for many of our
products will position them to capitalize on continued growth of subscription
services. We continue to look for additional opportunities to invest in these
platforms to meet consumer demand and drive growth. 

Investment in Our Manufacturing Facilities

 In support of our core businesses, we have made and continue to make strategic
investments in our infrastructure, the most significant of which are at our
Waterford facility in Ireland, our Rochester facility in New York and our
Lynchburg facility in Virginia. We note that continued investment in our
infrastructure remained an area of our focus and transformation. We have
identified and continue to identify opportunities to increase our capacity to
manufacture our products to meet forecasted global demand, particularly in our
Vision Care product lines. Our projects have included emphasis on developing new
technologies to assist in the manufacture, inspection, and packaging of contact
lenses to drive efficiencies in our manufacturing processes. 

Additionally, we have increased and continue to increase our investments to
enhance our supply chain and distribution capabilities in both the U.S and
international locations. These recent investments in our supply chain included
adding additional distribution capabilities for medical devices, primarily
contact lens products.

 From a manufacturing and distribution expansion perspective, we have made
approximately $785 million in capital expenditures/commitments over the past 5
years to increase capacity and meet increased demand for our products. We
believe the continued investments in our infrastructure, most specifically the
Waterford, Rochester and Lynchburg facilities, further demonstrates the growth
potential we see in our products. 

Our Competitive Environment

 We operate in a marketplace with many competitors and face competition from
competitors' products and new products entering the market. We also face the
threat of competition from new entrants to our markets as well as from existing
competitors, including those overseas who may have lower production costs. In
order to protect and grow our market share we: (i) actively manage our pricing,
(ii) refresh our product portfolio with innovative new products and (iii) manage
our product portfolio to address generic competition. 

Business Trends

In addition to the actions previously outlined, the events described below have
affected and may affect our business trends. The matters discussed in this
section contain Forward-Looking Statements. Please see “Forward-Looking
Statements” for additional information.

Russia-Ukraine War

 In February 2022, Russia invaded Ukraine. As military activity and sanctions
against Russia, Belarus and specific areas of Ukraine have continued, the war
has increasingly affected economic and global financial markets and exacerbated
ongoing economic challenges, including issues such as rising inflation and
global supply-chain disruption. Our revenues attributable to Russia for the nine months ended September 30, 2022
and 2021 were $90 million and $75 million, respectively. Our revenues
attributable to Ukraine for the nine months ended September 30, 2022 and 2021
were $5 million and $7 million, respectively. Our revenues attributable to
Belarus for the nine months ended September 30, 2022 and 2021 were $6 million
and $5 million, respectively. As the geopolitical situation in Eastern Europe
continues to intensify, political events and sanctions are continually changing,
and we continue to assess the impact of the Russia-Ukraine war will have on our
businesses. These impacts may include but are not limited to: (i) interruptions
or stoppage of production, (ii) damage or loss of inventories, (iii)
supply-chain and product distribution disruptions in Eastern Europe, (iv)
volatility in commodity prices and currencies, (v) disruption in banking systems
and capital markets, (vi) reductions in sales and earnings of business in
affected areas, (vii) increased costs and (viii) cyberattacks. To date, these challenges have not yet had a material impact on our operations;
however, the ongoing conflict in this region and the sanctions and other actions
by the global community in response has hindered (and we anticipate will
continue to hinder) our ability to conduct business with customers and vendors
in this region. For example, we expect to experience further disruption and
delays in the supply of our products to our customers in Russia, Belarus and
Ukraine. We may also experience further decreased demand for our products in
these countries as a result of the conflict and invasion. In addition, 37
-------------------------------------------------------------------------------- we may experience difficulties in collecting receivables from such customers. If
we continue to be hampered in our ability to conduct business with new or
existing customers and vendors in this region, our business, and operations,
including our revenues, profitability and cash flows, could be adversely
impacted. Furthermore, if the sanctions and other retaliatory measures imposed
by the global community change, we may be required to cease or suspend our
operations in the region or, should the conflict worsen, we may voluntarily
elect to do so. We cannot provide assurance that current sanctions or potential
future changes in these sanctions or other measures will not have a material
impact on our operations in Russia, Belarus and Ukraine. The disruption to or
suspension of our business and operations in Russia, Belarus and Ukraine may
have a material adverse impact on our business, financial condition, cash flows
and results of operations. We will continue to monitor the impacts of the
Russia-Ukraine war on macroeconomic conditions and continually assess the effect
these matters may have on our businesses. For a further discussion of these and other risks relating to our international
business, see "Risk Factors-Risks Relating to the International Scope of our
Business" included in Bausch + Lomb's final prospectus as filed with the SEC on
May 5, 2022 pursuant to Rule 424(b)(4) under the Act relating to Bausch + Lomb's
Registration Statement on Form S-1 and in Bausch + Lomb's supplemented PREP
prospectus as filed with the CSA on May 5, 2022. 

Impacts of COVID-19 Pandemic

 The unprecedented nature of the COVID-19 pandemic has, and continues to,
adversely impact the global economy. The COVID-19 pandemic and the reactions of
governments, private sector participants and the public in an effort to contain
the spread of the COVID-19 virus and/or address its impacts have had significant
direct and indirect effects on businesses and commerce. This includes, but is
not limited to, disruption to supply chains, employee base and transactional
activity, facilities closures and production suspensions. Our revenues were most
negatively impacted during our second quarter of 2020 by certain social
restrictions and other precautionary measures taken in response to the COVID-19
pandemic. However, as governments began lifting social restrictions, allowing
offices of certain health care providers to reopen and certain surgeries and
elective medical procedures to proceed, the negative trend in the revenues of
certain businesses began to level off and stabilize prior to our third quarter
of 2020. After the launch of effective vaccines in December 2020, infection
rates began to decline, signaling the beginning of a recovery from the COVID-19
pandemic. Our revenues gradually returned to pre-pandemic levels for many of our
businesses and geographies throughout 2021. However, in some regions, including
China (as further described below), we continued to experience negative impacts
of the COVID-19 pandemic on our business in those regions. The rates of recovery
for each business will vary by geography and will be dependent upon, among other
things, the availability and effectiveness of vaccines for the COVID-19 virus
and variant and subvariant strains thereof, government responses, rates of
economic recovery, precautionary measures taken by patients and customers, the
rate at which remaining social restrictions are lifted and, once lifted, the
presumption that social restrictions will not be materially reenacted in the
event of a resurgence of the virus or variant and subvariant strains thereof and
other actions taken in response to the COVID-19 pandemic. The outbreak of the omicron variant in China in 2022 has resulted in government
enforced lockdowns and other social restrictions, which impacted our ability to
conduct business as usual in certain regions in China, particularly Shanghai.
The lockdowns in China had impacted the demand for certain products,
particularly our contact lens and consumer eye care products, as shelter in
place orders limit the demand and need for the use of contact lenses and related
products. Our revenues in China for the nine months ended September 30, 2022 and
2021 were $251 million and $277 million, respectively, a decrease of $26 million
and, in part, reflects the challenges created by the surge of the omicron
variant in China. During the third quarter of 2022, the impact on our revenues
from the headwinds from China's COVID-19 policies and lockdowns that we saw
during the first half of 2022 began to normalize and we began to see growth in
volumes in this region. Additionally, government enforced lockdowns have caused
certain businesses to suspend operations, creating distribution and other
logistic issues for the distribution of our products and the sourcing for a
limited number of raw materials. Through the date of this filing, we have dealt
with these issues in China with only a minimal impact on our manufacturing and
distribution processes. However, as the impacts of global reaction to the
COVID-19 pandemic remains a fluid situation, we continue to monitor the impacts
on our businesses of the COVID-19 virus and variant and subvariant strains
thereof in order to timely address new issues if and when they arise. For a further discussion of these and other COVID-19 related risks, see "Risk
Factors- Risks Relating to COVID-19" included in Bausch + Lomb's final
prospectus as filed with the SEC on May 5, 2022 pursuant to Rule 424(b)(4) under
the Act relating to Bausch + Lomb's Registration Statement on Form S-1 and in
Bausch + Lomb's supplemented PREP prospectus as filed with the CSA on May 5,
2022. Inflation and Supply Chain As a result of global macroeconomic conditions, including, but not limited to
those caused by the Russia-Ukraine War and the COVID-19 pandemic, we have been
experiencing inflationary pressures related to certain materials for our
products. 38
-------------------------------------------------------------------------------- We have also been experiencing certain supply-chain challenges which have caused
disruptions in availability and delays in shipping, which has led to challenges
in meeting end market demand. These inflationary pressures and supply-chain challenges have impacted our
revenues and resulting margins, despite our effort to manage these impacts
through strategic pricing actions and other initiatives. While we expect these
inflationary pressures and supply-chain challenges to continue through 2022, the
duration and extent of these challenges is uncertain and could have an adverse
impact on results of operations. We will continue to monitor these inflationary
and supply-chain challenges and are implementing actions to help mitigate these
challenges. Inflation Reduction Act On August 16, 2022, US President Joseph Biden signed the Inflation Reduction Act
(the "IRA") into law, which includes implementation of a new alternative minimum
tax, an excise tax on stock buybacks, and significant tax incentives for energy
and climate initiatives, among other provisions. The corporate alternative
minimum tax ("CAMT") imposes a minimum tax on the adjusted financial statement
income ("AFSI") for "applicable corporations" with average annual AFSI over a
three-year period in excess of $1 billion. A corporation that is a member of a
foreign-parented multinational group, as defined in the IRA, must include the
AFSI (with certain modifications) of all members of the group in applying the
$1 billion test, but would only be subject to CAMT if the three-year average
AFSI of its US members, US trades or business of foreign group members that are
not subsidiaries of US members, and foreign subsidiaries of US members exceeds
$100 million. The Company is currently considered a member of BHC's
foreign-parented multinational group and the Company's "applicable corporations"
would be combined with that of BHC's "applicable corporations" to determine the
applicability of the CAMT. The Company currently does not believe this will have
a significant impact on its tax results, but will continue to evaluate the law
and its potential impacts. 

Global Minimum Corporate Tax Rate

 On October 8, 2021, the Organisation for Economic Co-operation and Development
("OECD")/G20 inclusive framework on Base Erosion and Profit Shifting (the "Inclusive Framework") published a statement updating and finalizing the key
components of a two-pillar plan on global tax reform originally agreed on July
1, 2021, and a timetable for implementation by 2023. The timetable for
implementation has since been extended to 2024. The Inclusive Framework plan has
now been agreed to by 141 OECD members, including several countries which did
not agree to the initial plan. Under pillar one, a portion of the residual
profits of multinational businesses with global turnover above €20 billion and a
profit margin above 10% will be allocated to market countries where such
allocated profits would be taxed. Under pillar two, the Inclusive Framework has
agreed on a global minimum corporate tax rate of 15% for companies with revenue
above €750 million, calculated on a country-by-country basis. On October 30,
2021, the G20 formally endorsed the new global minimum corporate tax rate rules.
The Inclusive Framework agreement must now be implemented by the OECD Members
who have agreed to the plan, effective in 2024. On December 20, 2021, the OECD
published model rules to implement the pillar two rules, which are generally
consistent with the agreement reached by the Inclusive Framework in October
2021. Some further guidance on the plan and the related rules has been
published, with additional guidance expected to be published in 2023. We will
continue to monitor the implementation of the Inclusive Framework agreement by
the countries in which we operate. While we are unable to predict when and how
the Inclusive Framework agreement will be enacted into law in these countries,
and it is possible that the implementation of the Inclusive Framework agreement,
including the global minimum corporate tax rate could have a material effect on
our liability for corporate taxes and our consolidated effective tax rate. 

Health Care Reform

 The U.S. federal and state governments continue to propose and pass legislation
designed to regulate the health care industry. In March 2010, the Patient
Protection and Affordable Care Act (the "ACA") was enacted in the U.S. The ACA
contains several provisions that impact our business, including: (i) an increase
in the minimum Medicaid rebate to states participating in the Medicaid program,
(ii) the extension of the Medicaid rebates to Managed Care Organizations that
dispense drugs to Medicaid beneficiaries, (iii) the expansion of the 340(B)
Public Health Services Act drug pricing program, which provides outpatient drugs
at reduced rates, to include additional hospitals, clinics and health care
centers and (iv) a fee payable to the federal government based on our
prior-calendar-year share relative to other companies of branded prescription
drug sales to specified government programs. In addition, in 2013 federal subsidies began to be phased in for brand-name
prescription drugs filled in the Medicare Part D coverage gap. The ACA also
included provisions designed to increase the number of Americans covered by
health insurance. In 2014, the ACA's private health insurance exchanges began to
operate. The ACA also allows states to expand Medicaid coverage with most of the
expansion's cost paid for by the federal government. 

For 2021 and 2020, we incurred costs of $3 million and $3 million, respectively,
related to the annual fee assessed on prescription drug manufacturers and
importers that sell branded prescription drugs to specified U.S. government
programs (e.g., Medicare and Medicaid). For 2021 and 2020, we also incurred
costs of $24 million and $20 million, respectively, on

 39
-------------------------------------------------------------------------------- Medicare Part D utilization incurred by beneficiaries whose prescription drug
costs cause them to be subject to the Medicare Part D coverage gap (i.e., the "donut hole"). The financial impact of the ACA will be affected by certain additional
developments over the next few years, including pending implementation guidance
and certain health care reform proposals. Additionally, policy efforts designed
specifically to reduce patient out-of-pocket costs for medicines could result in
new mandatory rebates and discounts or other pricing restrictions. Also, it is
possible, as discussed further below, that legislation will be passed by
Congress repealing the ACA in whole or in part. Adoption of legislation at the
federal or state level could materially affect demand for, or pricing of, our
products. Beginning in 2011, the law imposed a significant annual fee on companies that
manufacture or import branded prescription drug products. More recently, the
Bipartisan Budget Act of 2018 amended the ACA, effective January 1, 2019, to
close the donut hole in most Medicare drug plans. In addition, in April 2018,
the Centers for Medicare & Medicaid Services published a final rule that gives
states greater flexibility in setting benchmarks for insurers in the individual
and small group marketplaces, which may have the effect of relaxing the
essential health benefits required under the ACA for plans sold through such
marketplaces. In 2018, we faced uncertainties due to federal legislative and administrative
efforts to repeal, substantially modify or invalidate some or all of the
provisions of the ACA. However, we believe there is low likelihood of repeal of
the ACA, given the recent failure of the Senate's multiple attempts to repeal
various combinations of ACA provisions and the change in the U.S. Presidential
administration. There is no assurance that any replacement or administrative
modifications of the ACA will not adversely affect our business and financial
results, particularly if the replacing legislation reduces incentives for
employer-sponsored insurance coverage, and we cannot predict how future federal
or state legislative or administrative changes relating to the reform will
affect our business. In 2019, the U.S. Department of Health and Human Services announced a
preliminary plan to allow for the importation of certain lower-cost drugs from
Canada. The preliminary plan excludes insulin, biological drugs, controlled
substances and intravenous drugs. The preliminary plan relies on individual
states to develop proposals for safe importation of those drugs from Canada and
submit those proposals to the federal government for approval. Although the
preliminary plan has some support from the prior administration, at this time,
studies to evaluate the related costs and benefits, evaluate the reasonableness
of the logistics, and measure the public reaction of such a plan have not been
performed. While we do not believe this will have a significant impact on our
future cash flows, we cannot provide assurance as to the effect or impact of
such a plan. In 2019, the Government of Canada (Health Canada) published in the Canada
Gazette the new pricing regulation for patented drugs. These regulations were
scheduled to become effective on July 1, 2021, but were delayed to July 1, 2022.
The new regulations, among other things, change the mechanics of establishing
the pricing for products submitted for approval after August 21, 2019 and the
number and composition of reference countries used to determine if a drug's
price is excessive. While we do not believe this will have a significant impact
on our future cash flows, as additional facts materialize, we cannot provide
assurance as to the ultimate content, timing, effect or impact of such
regulations. In July 2020, former U.S. President Donald Trump signed four Executive Orders
related to drug pricing, including orders addressing: (i) Part D rebate reform,
(ii) the provision of deeply discounted insulin and/or an EpiPen to patients of
Federally Qualified Health Centers, (iii) drug importation from Canada and (iv)
most favored nation pricing for Medicare. In November 2020, former U.S.
President Donald Trump announced the Most Favored Nation Model for Medicare Part
B Payment which was to be implemented by the Center for Medicare & Medicaid
Services Innovation on January 1, 2021; however, it has not been implemented, as
it is currently being challenged in court. It is also uncertain whether the
Biden administration intends to reverse these measures or adopt similar policy
initiatives. However, U.S. President Joseph Biden and several members of the
current U.S. Congress have indicated that lowering drug prices is a legislative
and political priority, and some have introduced proposals that seek to address
drug pricing. In December 2020, as part of a series of drug pricing-related rules issued by
the Trump Administration, the Center for Medicare & Medicaid Services issued a
Final Rule that makes significant modifications to the Medicaid Drug Rebate
Program regulations in several areas, including with respect to the definition
of key terms "line extension" and "new formulation" and best price (BP)
reporting relating to certain value-based purchasing (VBP) arrangements (which
took effect on January 1, 2022) and the price reporting treatment of
manufacturer-sponsored patient benefit programs (which take effect on January 1,
2023). 

In March 2021, the U.S. Congress enacted the American Rescue Plan Act of 2021.
One of the provisions included within the American Rescue Plan Act of 2021
eliminated the Maximum Rebate Amount for Single Source drugs and Innovator
Multiple Source drugs in the Medicaid Drug Rebate Program. We are currently
reviewing the legislation, the impact of which is uncertain at this time.

 40
-------------------------------------------------------------------------------- Other legislative efforts relating to drug pricing have been enacted and others
have been proposed at the U.S. federal and state levels. For instance, certain
states have enacted legislation related to prescription drug pricing
transparency. Several states have passed importation legislation and Florida is
working with the U.S. government to implement an importation program from
Canada. We also anticipate that Congress, state legislatures and third-party
payors may continue to review and assess alternative health care delivery and
payment systems and may in the future propose and adopt legislation or policy
changes or implementations affecting additional fundamental changes in the
health care delivery system. We continually review newly enacted and proposed
U.S. federal and state legislation, as well as proposed rulemaking and guidance
published by the U.S. Department of Health and Human Services and the FDA;
however, at this time, it is unclear the effect these matters may have on our
businesses. 

Generic Competition and Loss of Exclusivity

 Certain of our products face the expiration of their patent or regulatory
exclusivity in 2022 or in later years, following which we anticipate generic
competition of these products. In addition, in certain cases, as a result of
negotiated settlements of some of our patent infringement proceedings against
generic competitors, we have granted licenses to such generic companies, which
will permit them to enter the market with their generic products prior to the
expiration of our applicable patent or regulatory exclusivity. Finally, for
certain of our products that lost patent or regulatory exclusivity in prior
years, we anticipate that generic competitors may launch in 2022 or in later
years. Following a loss of exclusivity ("LOE") of and/or generic competition for
a product, we would anticipate that product sales for such product would
decrease significantly shortly following the LOE or entry of a generic
competitor. Where we have the rights, we may elect to launch an authorized
generic ("AG") of such product (either ourselves or through a third-party) prior
to, upon or following generic entry, which may mitigate the anticipated decrease
in product sales; however, even with launch of an authorized generic, the
decline in product sales of such product would still be expected to be
significant, and the effect on our future revenues could be material. Certain of our products already face generic competition. During 2021, products
that began facing LOE in the U.S. included, Lotemax® Gel and Bepreve®, which in
aggregate accounted for less than 1% of our total revenues in 2021. Based on
current patent expiration dates, settlement agreements and/or competitive
information, we have also identified branded products that we believe could
begin facing potential LOE and/or generic competition in the U.S. over the next
five years, which in the aggregate accounted for approximately 1% of our total
revenues in 2021. This could change based on, among other things, successful
challenge to our patents, settlement of existing or future patent litigation and
at-risk generic launches. We believe the entry into the market of generic
competition generally would have an adverse impact on the volume and/or pricing
of the affected products, however we are unable to predict the magnitude or
timing of this impact. In addition, the PreserVision® U.S. formulation patent expired in March 2021,
but a patent covering methods of using the formulation remains in force into
2026. PreserVision® products accounted for approximately 6% of our total
revenues in 2021. PreserVision® is (or was) the subject of certain ongoing and
past patent infringement proceedings. While the Company cannot predict the
magnitude or timing of the impact from the PreserVision® patent expiry, this is
an OTC product and thus, the impact is not expected to be as significant as the
LOE of a branded pharmaceutical product. In addition, in connection with our Lumify®, PreserVision® and Vyzulta®
products, we have commenced ongoing infringement proceedings (or anticipate
commencing infringement proceedings) against potential generic competitors in
the U.S. If we are not successful in these proceedings, we may face increased
generic competition for these products. See Note 18, "LEGAL PROCEEDINGS" to our unaudited interim Condensed Consolidated
Financial Statements, as well as Note 18, "LEGAL PROCEEDINGS" of our Combined
Financial Statements for the year ended December 31, 2021, which are included in
Bausch + Lomb's final prospectus as filed with the SEC on May 5, 2022 pursuant
to Rule 424(b)(4) under the Act relating to Bausch + Lomb's Registration
Statement on Form S-1 and Bausch + Lomb's supplemented PREP prospectus filed
with the CSA on May 5, 2022, for further details regarding certain of these
infringement proceedings. The risks of generic competition are a fact of the eye health industry and are
not specific to our operations or product portfolio. These risks are not
avoidable, but we believe they are manageable. To manage these risks, our
leadership team continually evaluates the impact that generic competition may
have on future profitability and operations. In addition to aggressively
defending our patents and other intellectual property, our leadership team makes
operational and investment decisions regarding these products and businesses at
risk, not the least of which are decisions regarding our pipeline. Our
leadership team actively manages our pipeline in order to identify innovative
and realizable projects that are expected to provide incremental and sustainable
revenues and growth into the future. We believe that we have a well-established
product portfolio that is diversified within our core businesses. We also
believe that we have a robust pipeline that not only provides for the next
generation of our existing products, but also brings new solutions into the
market. 41
-------------------------------------------------------------------------------- See the section entitled "Risk Factors" included in Bausch + Lomb's final
prospectus as filed with the SEC on May 5, 2022 pursuant to Rule 424(b)(4) under
the Act relating to Bausch + Lomb's Registration Statement on Form S-1 and in
Bausch + Lomb's supplemented PREP prospectus as filed with the CSA on May 5,
2022, for additional information on the risks associated with our intellectual
property and our competition risks. 

Regulatory Matters

 In the normal course of business, our products, devices and facilities are the
subject of ongoing oversight and review by regulatory and governmental agencies,
including general, for cause and pre-approval inspections by the relevant
competent authorities where we have business operations. Through the date of
this filing, all of our global operations and facilities have the relevant
operational good manufacturing practices certificates and all of our products
and operating sites are in good compliance standing with all relevant notified
bodies and global health authorities. Further, all sites under FDA jurisdiction
are rated as either No Action Indicated (where there was no Form 483
observation) or Voluntary Action Indicated ("VAI") (where there was a Form 483
with one or more observations). In the case of VAI inspection outcomes, the FDA
has accepted our responses to the issues cited, which will be verified when the
agency makes its next inspection of those specific facilities. 

FINANCIAL PERFORMANCE HIGHLIGHTS

 On April 28, 2022, Bausch + Lomb effected a share consolidation as a result of
which it had 350,000,000 issued and outstanding common shares. These common
shares are treated as issued and outstanding at January 1, 2021 for purposes of
calculating Basic and diluted (loss) income per share attributable to Bausch +
Lomb Corporation. The following table provides selected unaudited financial
information for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30,
(in millions, except per share data) 2022 2021 Change 2022 2021 Change
Revenues $ 942 $ 949 $ (7) $ 2,772 $ 2,764 $ 8
Operating income $ 46 $ 94 

$ (48) $ 156 $ 237 $ (81)
Income before provision for income taxes $ 19 $ 88

$ (69) $ 75 $ 232 $ (157)
Net (loss) income attributable to Bausch
+ Lomb Corporation

 $ (18) $ 60 $ (78) $ 7 $ 131 $ (124)
Basic and diluted (loss) income per
share attributable to Bausch + Lomb
Corporation $ (0.05) $ 0.17 $ (0.22) $ 0.02 $ 0.37 $ (0.35) Financial Performance

Summary of the Three Months Ended September 30, 2022 Compared to the Three
Months Ended September 30, 2021

 Revenues for the three months ended September 30, 2022 and 2021 were $942
million and $949 million, respectively, a decrease of $7 million, or 1%. The
decrease was primarily attributable to the unfavorable impact of foreign
currencies across all our international businesses. This decrease was partially
offset by increases in: (i) volumes across each of our segments and (ii) net
realized pricing, primarily in our Vision Care segment. Operating income for the three months ended September 30, 2022 and 2021 was $46
million and $94 million, respectively, a decrease of $48 million which reflects,
among other factors: •a decrease in contribution (product sales revenue less cost of goods sold,
exclusive of amortization and impairments of intangible assets) of $13 million,
primarily driven by: (i) the unfavorable impact of foreign currencies and (ii)
higher manufacturing variances, driven by inflationary pressures and higher
manufacturing efficiency ramp-up costs of our Daily SiHy lenses, partially
offset by the increase in pricing; •an increase in selling, general and administrative ("SG&A") expenses of $33
million, primarily attributable to: (i) higher professional fees and higher
compensation expenses, primarily related to separation-related costs and
dis-synergy costs associated with the Company becoming a stand-alone entity and
(ii) higher selling expenses, partially offset by the favorable impact of
foreign currencies; 

•an increase in R&D of $14 million primarily due to higher medical device
regulation costs;

•a decrease in Amortization of intangible assets of $13 million, primarily due
to fully amortized intangible assets no longer being amortized in 2022; and

 •a decrease in Other expense, net of $1 million, primarily due to lower asset
impairment charges, partially offset by higher restructuring, integration and
separation costs. 42
--------------------------------------------------------------------------------

Operating income for the three months ended September 30, 2022 and 2021 was $46
million and $94 million, respectively, and includes non-cash charges for
Depreciation and amortization of intangible assets of $93 million and $98
million and Share-based compensation of $18 million and $16 million,
respectively.

 Income before provision for income taxes for the three months ended September
30, 2022 and 2021 was $19 million and $88 million, respectively, a decrease of
$69 million and is primarily attributable to: (i) the decrease in our operating
results of $48 million, as previously discussed and (ii) an increase in interest
expense of $35 million, partially offset by a favorable net change in Foreign
exchange and other of $12 million. Net loss attributable to Bausch + Lomb for the three months ended September 30,
2022 was $18 million, as compared to Net income attributable to Bausch + Lomb
for the three months ended September 30, 2021 of $60 million, a decrease in our
results of $78 million and was primarily due to the decreases in Income before
provision for income taxes of $69 million, as previously discussed, partially
offset by a decrease in the Provision for income taxes of $9 million. 

Summary of the Nine Months Ended September 30, 2022 Compared to the Nine Months
Ended September 30, 2021

 Revenues for the nine months ended September 30, 2022 and 2021 were $2,772
million and $2,764 million, respectively, an increase of $8 million. The
increase was attributable to: (i) increases in volumes in each of our segments
and (ii) an increase in net realized pricing in our Vision Care segment,
partially offset by decreases in net realized pricing in our Ophthalmic
Pharmaceuticals segment. These increases were also partially offset by: (i) the
unfavorable impact of foreign currencies across all our international businesses
and (ii) the impact of divestitures and discontinuations. 

Operating income for the nine months ended September 30, 2022 and 2021 was $156
million and $237 million, respectively, a decrease of $81 million which
reflects, among other factors:

 •a decrease in contribution (product sales revenue less cost of goods sold,
exclusive of amortization and impairments of intangible assets) of $25 million,
primarily driven by: (i) higher manufacturing variances, driven by inflationary
pressures and higher manufacturing efficiency ramp-up costs of our Daily SiHy
lenses and (ii) year-over-year changes in product mix. The higher manufacturing
variances were partially offset by the non-recurrence of prior year charges
related to a quality issue at a third-party supplier, as discussed below; •an increase in SG&A expenses of $68 million, primarily attributable to: (i)
higher professional fees and higher compensation expenses, primarily related to
separation-related costs and dis-synergy costs associated with the Company
becoming a stand-alone entity and (ii) higher selling expenses, primarily
related to freight, partially offset by the favorable impact of foreign
currencies; 

•an increase in R&D of $28 million primarily due to higher medical device
regulation costs;

•a decrease in Amortization of intangible assets of $37 million, primarily due
to fully amortized intangible assets no longer being amortized in 2022; and

•a decrease in Other expense, net of $5 million, primarily due to: (i) lower
asset impairment charges and (ii) a fair value adjustment related to
acquisition-related contingent consideration, partially offset by higher
restructuring, integration and separation costs.

Operating income for the nine months ended September 30, 2022 and 2021 was $156
million and $237 million, respectively, and includes non-cash charges for
Depreciation and amortization of intangible assets of $286 million and $315
million and Share-based compensation of $45 million and $45 million,
respectively.

 Income before provision for income taxes for the nine months ended September 30,
2022 and 2021 was $75 million and $232 million, respectively, a decrease of $157
million and is primarily attributable to: (i) an increase in interest expense of
$99 million and (ii) the decrease in our operating results of $81 million, as
previously discussed, partially offset by a favorable net change in Foreign
exchange and other of $20 million. Net income attributable to Bausch + Lomb for the nine months ended September 30,
2022 was $7 million, as compared to Net income attributable to Bausch + Lomb for
the nine months ended September 30, 2021 of $131 million, a decrease in our
results of $124 million and was primarily due to the decreases in Income before
provision for income taxes of $157 million, as previously discussed, partially
offset by a decrease in the Provision for income taxes of $33 million. 43
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Our unaudited operating results for the three and nine months ended September
30, 2022 and 2021 were as follows:

 Three Months Ended Nine Months Ended September 30, September 30,
(in millions) 2022 2021 Change 2022 2021 Change
Revenues
Product sales $ 937 $ 941 $ (4) $ 2,755 $ 2,743 $ 12
Other revenues 5 8 (3) 17 21 (4) 942 949 (7) 2,772 2,764 8
Expenses
Cost of goods sold (excluding
amortization and impairments of
intangible assets) (Note 4) 370 361 9 1,093 1,056 37
Cost of other revenues 2 3 (1) 6 8 (2)
Selling, general and administrative (Note
4) 381 348 33 1,092 1,024 68
Research and development (Note 4) 77 63 14 229 201 28
Amortization of intangible assets 59 72 (13) 188 225 (37)
Other expense, net 7 8 (1) 8 13 (5) 896 855 41 2,616 2,527 89
Operating income 46 94 (48) 156 237 (81)
Interest income 2 - 2 3 - 3
Interest expense (Note 4) (35) - (35) (99) - (99)
Foreign exchange and other 6 (6) 12 15 (5) 20
Income before provision for income taxes 19 88 (69) 75 232 (157)
Provision for income taxes (34) (25) (9) (60) (93) 33
Net (loss) income (15) 63 (78) 15 139 (124)
Net income attributable to noncontrolling
interest (3) (3) - (8) (8) -
Net (loss) income attributable to Bausch
+ Lomb Corporation $ (18) $ 60 

$ (78) $ 7 $ 131 $ (124)

Three Months Ended September 30, 2022 Compared to the Three Months Ended
September 30, 2021

Revenues

 Our revenues are primarily generated from product sales in the therapeutic areas
of eye health that consist of: (i) branded prescription eye-medications and
pharmaceuticals, (ii) generic and branded generic prescription eye medications
and pharmaceuticals, (iii) OTC vitamin and supplement products and (iv) medical
devices (contact lenses, intraocular lenses and ophthalmic surgical equipment).
Other revenues include alliance and service revenue from the licensing and
co-promotion of products and contract service revenue. Contract service revenue
is derived primarily from contract manufacturing for third parties and is not
material. Our revenues were $942 million and $949 million for the three months ended
September 30, 2022 and 2021, respectively, a decrease of $7 million, or 1%. The
decrease was attributable to: (i) the unfavorable impact of foreign currencies
across all our international businesses of $55 million primarily in Europe and
Asia and (ii) the impact of divestitures and discontinuations of $1 million,
related to the discontinuation of certain products. These decreases were
partially offset by increases in: (i) volumes of $25 million and (ii) net
realized pricing of $24 million, primarily within our Vision Care segment. The
increase in volumes was due to: (i) new launches within our international
contact lens business, (ii) increased demand of consumables and IOLs within our
Surgical segment and (iii) increased demand and new launches within our
Ophthalmic Pharmaceuticals segment. 

The changes in our segment revenues and segment profits for the three months
ended September 30, 2022 are discussed in further detail in the respective
subsequent sections titled “-Reportable Segment Revenues and Profits.”

Cash Discounts and Allowances, Chargebacks and Distribution Fees

 As is customary in the health care industry, gross product sales are subject to
a variety of deductions in arriving at net product sales. Provisions for these
deductions are recognized concurrently with the recognition of gross product
sales. These provisions include cash discounts and allowances, chargebacks, and
distribution fees, which are paid or credited to direct 44
-------------------------------------------------------------------------------- customers, as well as rebates and returns, which can be paid or credited to
direct and indirect customers. Provision balances relating to amounts payable to
direct customers are netted against trade receivables and balances relating to
indirect customers are included in accrued liabilities. We actively manage these offerings, focusing on the incremental costs of our
patient assistance programs, the level of discounting to non-retail accounts and
identifying opportunities to minimize product returns. We also concentrate on
managing our relationships with our payors and wholesalers, reviewing the ranges
of our offerings and being disciplined as to the amount and type of incentives
we negotiate. Provisions recorded to reduce gross product sales to net product
sales and revenues for the three months ended September 30, 2022 and 2021 were
as follows: 

Three Months Ended September 30,

 2022 2021
(in millions) Amount Pct. Amount Pct.
Gross product sales $ 1,297 100.0 % $ 1,268 100.0 %
Provisions to reduce gross product sales to net
product sales
Discounts and allowances 85 6.60 % 87 6.90 %
Returns 17 1.30 % 13 0.90 %
Rebates 133 10.30 % 133 10.50 %
Chargebacks 119 9.10 % 90 7.10 %
Distribution fees 6 0.50 % 4 0.40 %
Total provisions 360 27.80 % 327 25.80 %
Net product sales 937 72.20 % 941 74.20 %
Other revenues 5 8
Revenues $ 942 $ 949 Cash discounts and allowances, returns, rebates, chargebacks and distribution
fees as a percentage of gross product sales were 27.8% and 25.8% for the three
months ended September 30, 2022 and 2021, respectively, an increase of 2.0%
percentage points, and is primarily attributable to the increase in chargebacks
as a percentage of revenues. Chargebacks were $119 million and $90 million for
the three months ended September 30, 2022 and 2021, respectively, an increase of
$29 million. The increase in chargebacks is primarily attributable to our
generics portfolio as a result of product and customer mix and lower contract
pricing due to increased competition on certain products. 

Operating Expenses

Cost of Goods Sold (exclusive of amortization and impairments of intangible
assets)

 Cost of goods sold primarily includes: manufacturing and packaging; the cost of
products we purchase from third parties; royalty payments we make to third
parties; depreciation of manufacturing facilities and equipment; and lower of
cost or market adjustments to inventories. Cost of goods sold typically vary
between periods as a result of product mix, volume, royalties, changes in
foreign currency and inflation. Cost of goods sold excludes the amortization and
impairments of intangible assets. Cost of goods sold was $370 million and $361 million for the three months ended
September 30, 2022 and 2021, respectively, an increase of $9 million, or 2%. The
increase was primarily driven by: (i) higher manufacturing variances, driven by
inflationary pressures and higher manufacturing efficiency ramp-up costs of our
Daily SiHy lenses and (ii) higher volumes, as previously discussed, partially
offset by the favorable impact of foreign currencies. We continue to monitor the
impact of inflationary pressures on our operating results, particularly on our
manufacturing costs, and we expect higher year over year manufacturing variances
for the remainder of 2022 as a result of inflation. Cost of goods sold as a percentage of Product sales was 39.5% and 38.4% for the
three months ended September 30, 2022 and 2021, respectively, an increase of 1%,
primarily as a result of inflationary pressures related to certain manufacturing
costs, partially offset by the increase in net realized pricing. 

Selling, General and Administrative Expenses

 SG&A expenses primarily include: employee compensation associated with sales and
marketing, finance, legal, information technology, human resources and other
administrative functions; certain outside legal fees and consultancy costs;
product promotion expenses; overhead and occupancy costs; depreciation of
corporate facilities and equipment; and other general and administrative costs.
In connection with the Separation, the Company has also incurred, and expects to
continue 45
--------------------------------------------------------------------------------

to incur separation and separation-related costs associated with activities
taken to: (i) separate the Bausch + Lomb business from the remainder of BHC and
(ii) register the Bausch + Lomb business as an independent publicly traded
entity

 SG&A expenses were $381 million and $348 million for the three months ended
September 30, 2022 and 2021, respectively, an increase of $33 million, or 9%.
The increase was primarily attributable to: (i) higher professional fees and
higher compensation expenses, primarily related to separation-related costs and
dis-synergy costs associated with the Company becoming a stand-alone entity and
(ii) higher selling expenses, primarily related to freight, partially offset by
the favorable impact of foreign currencies. 

Research and Development Expenses

 Included in R&D are costs related to our product development and quality
assurance programs. Expenses related to product development include: employee
compensation costs; overhead and occupancy costs; depreciation of research and
development facilities and equipment; clinical trial costs; clinical
manufacturing and scale-up costs; and other third-party development costs.
Quality assurance are the costs incurred to meet evolving customer and
regulatory standards and include: employee compensation costs; overhead and
occupancy costs; amortization of software; and other third-party costs. R&D expenses were $77 million and $63 million for the three months ended
September 30, 2022 and 2021, respectively, an increase of $14 million, or 22%.
R&D expenses as a percentage of Product sales were approximately 8.0% and 7.0%
for the three months ended September 30, 2022 and 2021, respectively. The
increase in R&D expenses is primarily due to higher medical device regulation
costs. 

Amortization of Intangible Assets

Intangible assets with finite lives are amortized using the straight-line method
over their estimated useful lives, generally 1 to 17 years. Management
continually assesses the useful lives related to our long-lived assets to
reflect the most current assumptions.

Amortization of Intangible assets was $59 million and $72 million for the three
months ended September 30, 2022 and 2021, respectively, a decrease of $13
million primarily due to fully amortized intangible assets no longer being
amortized in 2022.

See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed
Consolidated Financial Statements for further details related to the
Amortization of intangible assets.

Other expense, net

Other expense, net for the three months ended September 30, 2022 and 2021
consists of the following:

 Three Months Ended September 30,
(in millions) 2022 2021
Asset impairments $ 1 $ 8
Restructuring, integration and separation costs 5 -
Acquired in-process research and development costs 1 -
Other expense, net $ 7 $ 8 

Non-Operating Income and Expense

Interest Expense

Interest expense primarily consists of interest payments due, amortization of
debt discounts and deferred issuance costs on indebtedness under our credit
facilities and interest previously due on a promissory note to BHC.

 Interest expense was $35 million and $0 for the three months ended September 30,
2022 and 2021, respectively, an increase of $35 million. The increase is
primarily attributable to interest associated with the Term Facility (as defined
and discussed in further detail, under Item "- Liquidity and Capital Resources -
Liquidity and Debt - Long-term Debt") entered into May 2022. See Note 10, "CREDIT FACILITIES" to our unaudited interim Condensed Consolidated Financial
Statements for further details regarding the Term Facility. 46
--------------------------------------------------------------------------------

Foreign Exchange and Other

 Foreign exchange and other primarily includes translation gains/losses on
intercompany loans and third-party liabilities and the gain/loss due to the
change in fair value of foreign currency exchange contracts. Foreign exchange
and other was a net gain of $6 million and a loss of $6 million for the three
months ended September 30, 2022 and 2021, respectively. 

Income Taxes

 Provision for income taxes were $34 million and $25 million for the three months
ended September 30, 2022 and 2021, respectively, an increase of $9 million. The
increase in income taxes was primarily related to: (i) a change in the
jurisdictional mix of earnings and (ii) discrete tax effects of: (a) changes in
uncertain tax positions, (b) the filing of certain tax returns and (c) a change
in the deduction for stock compensation. 

See Note 16, “INCOME TAXES” to our unaudited interim Condensed Consolidated
Financial Statements for further details.

Reportable Segment Revenues and Profits

The following is a brief description of Bausch + Lomb’s segments:

 •The Vision Care segment consists of: (i) sales of contact lenses that span the
spectrum of wearing modalities, including daily disposable and frequently
replaced contact lenses and (ii) sales of contact lens care products and OTC eye
drops, eye vitamins and mineral supplements that address various conditions
including eye allergies, conjunctivitis and dry eye. •The Ophthalmic Pharmaceuticals segment consists of sales of a broad line of
proprietary and generic pharmaceutical products for post-operative treatments
and the treatment of a number of eye conditions such as glaucoma, ocular
hypertension and retinal diseases. •The Surgical segment consists of sales of tools and technologies for the
treatment of cataracts, and vitreous and retinal eye conditions and includes
intraocular lenses and delivery systems, phacoemulsification equipment and other
surgical instruments and devices. 

Segment profit is based on operating income after the elimination of
intercompany transactions. Certain costs, such as Amortization of intangible
assets and Other (income) expense, net, are not included in the measure of
segment profit, as management excludes these items in assessing segment
financial performance. See Note 19, “SEGMENT INFORMATION” to our unaudited
interim Condensed Consolidated Financial Statements for a reconciliation of
segment profit to Income before provision for income taxes.

 The following table presents segment revenues, segment revenues as a percentage
of total revenues and the period-over-period changes in segment revenues for the
three months ended September 30, 2022 and 2021. The following table also
presents segment profits, segment profits as a percentage of segment revenues
and the period-over-period changes in segment profits for the three months ended
September 30, 2022 and 2021. 

Three Months Ended September 30,

 2022 2021 Change
(in millions) Amount Pct. Amount Pct. Amount Pct.
Segment Revenues
Vision Care $ 598 64 % $ 605 64 % $ (7) (1) %
Ophthalmic Pharmaceuticals 172 18 % 171 18 % 1 1 %
Surgical 172 18 % 173 18 % (1) (1) %
Total revenues $ 942 100 % $ 949 100 % $ (7) (1) % Segment Profits / Segment Profit
Margins
Vision Care $ 167 28 % $ 145 24 % $ 22 15 %
Ophthalmic Pharmaceuticals 50 29 % 74 43 % (24) (32) %
Surgical 9 5 % 26 15 % (17) (65) %
Total segment profits $ 226 24 % $ 245 26 % $ (19) (8) % 47

--------------------------------------------------------------------------------

Organic Revenues and Organic Growth Rates (non-GAAP)

 Organic growth, a non-GAAP measure, is defined as a change on a
period-over-period basis in revenues on a constant currency basis (if
applicable) excluding the impact of recent acquisitions, divestitures and
discontinuations. Organic revenue growth (non-GAAP) is growth in Revenue (its
most directly comparable GAAP financial measure), adjusted for certain items, of
businesses that have been owned for one or more years. Organic revenue
(non-GAAP) is impacted by changes in product volumes and price. The price
component is made up of two key drivers: (i) changes in product gross selling
price and (ii) changes in sales deductions. The Company uses organic revenue
(non-GAAP) and organic revenue growth (non-GAAP) to assess performance of its
reportable segments, and the Company in total, without the impact of foreign
currency exchange fluctuations and recent acquisitions, divestitures and product
discontinuations. The Company believes that such measures are useful to
investors as they provide a supplemental period-to-period comparison. Organic revenue growth (non-GAAP) reflects adjustments for: (i) the impact of
period-over-period changes in foreign currency exchange rates on revenues and
(ii) the revenues associated with acquisitions, divestitures and
discontinuations of businesses divested and/or discontinued. These adjustments
are determined as follows: Foreign currency exchange rates: Although changes in foreign currency exchange
rates are part of our business, they are not within management's control.
Changes in foreign currency exchange rates, however, can mask positive or
negative trends in the underlying business performance. The impact for changes
in foreign currency exchange rates is determined as the difference in the
current period reported revenues at their current period currency exchange rates
and the current period reported revenues revalued using the monthly average
currency exchange rates during the comparable prior period. Acquisitions, divestitures and discontinuations: In order to present
period-over-period organic revenues (non-GAAP) on a comparable basis, revenues
associated with acquisitions, divestitures and discontinuations are adjusted to
include only revenues from those businesses and assets owned during both
periods. Accordingly, organic revenue growth (non-GAAP) excludes from the
current period all revenues attributable to each acquisition for the twelve
months subsequent to the day of acquisition, as there are no revenues from those
businesses and assets included in the comparable prior period. Organic revenue
growth (non-GAAP) excludes from the prior period (but not the current period),
all revenues attributable to each divestiture and discontinuance during the
twelve months prior to the day of divestiture or discontinuance, as there are no
revenues from those businesses and assets included in the comparable current
period. Non-GAAP financial measures and non-GAAP ratios are not prepared in accordance
with GAAP nor do they have any standardized meaning under GAAP. In addition,
other companies may use similarly titled non-GAAP financial measures and ratios
that are calculated differently from the way we calculate such measures and
ratios. Accordingly, the Company's non-GAAP financial measures and ratios may
not be comparable to such similarly titled non-GAAP financial measures and
ratios used by other companies. The following table presents a reconciliation of Revenues to organic revenues
(non-GAAP) and the period-over-period changes in organic revenue (non-GAAP) for
the three months ended September 30, 2022 and 2021. Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Change in Revenue Revenue Organic Revenue (Non-GAAP) as Changes in Organic Revenue as Divestitures Organic Revenue
(in millions) Reported Exchange Rates (Non-GAAP) Reported and Discontinuations (Non-GAAP) Amount Pct.
Vision Care $ 598 $ 34 $ 632 $ 605 $ - $ 605 $ 27 4 %
Ophthalmic Pharmaceuticals 172 8 180 171 - 171 9 5 %
Surgical 172 13 185 173 (1) 172 13 8 %
Total $ 942 $ 55 $ 997 $ 949 $ (1) $ 948 $ 49 5 % Vision Care Segment: Vision Care Segment Revenue The Vision Care segment revenue was $598 million and $605 million for the three
months ended September 30, 2022 and 2021, respectively, a decrease of $7
million, or 1%. The decrease was driven by the unfavorable impact of foreign
currencies of $34 million, primarily in Asia and Europe. The decrease was
partially offset by: (i) an increase in net pricing of $23 million primarily
within our consumer eye care business and (ii) an increase in volumes of $4
million, primarily due to new launches within our international contact lens
business. Vision Care Segment Profit The Vision Care segment profit was $167 million and $145 million for the three
months ended September 30, 2022 and 2021, respectively, an increase of $22
million, or 15%. The increase was primarily driven by: (i) a decrease in R&D
expense 48
-------------------------------------------------------------------------------- primarily in our U.S. contact lens business and (ii) a decrease in SG&A,
primarily due to the favorable impact of foreign currencies on the Company's
expenses. These decreases were partially offset by higher manufacturing
variances, primarily within our contact lens business, driven by inflationary
pressures and higher manufacturing efficiency ramp-up costs of our Daily SiHy
lenses. 

Ophthalmic Pharmaceuticals Segment:

Ophthalmic Pharmaceuticals Segment Revenue

 The Ophthalmic Pharmaceuticals segment revenue was $172 million and $171 million
for the three months ended September 30, 2022 and 2021, respectively, an
increase of $1 million, or 1%. The increase was driven by an increase in volumes
of $10 million, primarily due to increased demand and new launches. This
increase was partially offset by: (i) the unfavorable impact of foreign
currencies of $8 million, primarily in Europe and (ii) a decrease in net pricing
of $1 million. 

Ophthalmic Pharmaceuticals Segment Profit

 The Ophthalmic Pharmaceuticals segment profit was $50 million and $74 million
for the three months ended September 30, 2022 and 2021, respectively, a decrease
of $24 million, or 32%. The decrease was primarily driven by: (i) higher R&D
expense and (ii) higher advertising and promotional costs due to newly launched
products, such as XIPERE® in the first quarter of 2022. 

Surgical Segment:

Surgical Segment Revenue

 The Surgical segment revenue was $172 million and $173 million for the three
months ended September 30, 2022 and 2021, respectively, a decrease of $1
million, or 1%. The decrease was driven by the unfavorable effect of foreign
currencies of $13 million, primarily in Europe and (ii) the impact of
divestitures and discontinuations of $1 million, related to the discontinuation
of certain products. These decreases were partially offset by: (i) an increase
in volumes of $11 million, primarily due to increased demand of consumables and
intraocular lenses and (ii) an increase in net realized pricing of $2 million. 

Surgical Segment Profit

 The Surgical segment profit was $9 million and $26 million for the three months
ended September 30, 2022 and 2021, respectively, a decrease of $17 million, or
65%. The decrease was primarily driven by: (i) higher R&D expense and (ii)
higher SG&A expense. 49
--------------------------------------------------------------------------------

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September
30, 2021

 Revenues Our revenues were $2,772 million and $2,764 million for the nine months ended
September 30, 2022 and 2021, respectively, an increase of $8 million, or less
than 1%. The increase was attributable to increases in: (i) volumes of $113
million across each of our segments and (ii) net realized pricing of $32
million. The increase in volumes was primarily driven by: (i) our consumer eye
care business, driven by: (a) increased demand for Lumify®, Biotrue® and
PreserVision® and (b) the non-recurrence of a third-party supplier quality issue
on the prior year revenues of certain consumer eye care products, as discussed
below, (ii) increased demand of consumables and intraocular lenses within our
Surgical segment and (iii) increased demand and new launches within our
Ophthalmic Pharmaceuticals Segment. These increases in volume were partially
offset by the impact of the COVID-19 pandemic during the first half of the year
on our contact lens business in China. The increases in revenue were partially
offset by: (i) the unfavorable impact of foreign currencies across all our
international businesses of $130 million, primarily in Europe and Asia, and (ii)
the impact of divestitures and discontinuations of $7 million, related to the
discontinuation of certain products. 

The changes in our segment revenues and segment profits for the nine months
ended September 30, 2022 are discussed in further detail in the respective
subsequent sections titled “-Reportable Segment Revenues and Profits.”

Cash Discounts and Allowances, Chargebacks and Distribution Fees

Provisions recorded to reduce gross product sales to net product sales and
revenues for the nine months ended September 30, 2022 and 2021 were as follows:

Nine Months Ended September 30,

 2022 2021
(in millions) Amount Pct. Amount Pct.
Gross product sales $ 3,802 100.0 % $ 3,696 100.0 %
Provisions to reduce gross product sales to net
product sales
Discounts and allowances 245 6.40 % 250 6.80 %
Returns 52 1.40 % 58 1.60 %
Rebates 403 10.60 % 389 10.50 %
Chargebacks 330 8.70 % 243 6.50 %
Distribution fees 17 0.40 % 13 0.40 %
Total provisions 1,047 27.50 % 953 25.80 %
Net product sales 2,755 72.50 % 2,743 74.20 %
Other revenues 17 21
Revenues $ 2,772 $ 2,764 Cash discounts and allowances, returns, rebates, chargebacks and distribution
fees as a percentage of gross product sales were 27.5% and 25.8% for the nine
months ended September 30, 2022 and 2021, respectively, an increase of 1.7
percentage points, and is primarily attributable to the increase in chargebacks
as a percentage of revenues. Chargebacks were $330 million and $243 million for
the nine months ended September 30, 2022 and 2021, respectively, an increase of
$87 million. The increase in chargebacks is primarily attributable to our
generics portfolio as a result of product and customer mix and lower contract
pricing due to increased competition on certain products. 

Operating Expenses

Cost of Goods Sold (exclusive of amortization and impairments of intangible
assets)

 Cost of goods sold was $1,093 million and $1,056 million for the nine months
ended September 30, 2022 and 2021, respectively, an increase of $37 million, or
4%. The increase was primarily driven by: (i) higher volumes, as previously
discussed and (ii) higher manufacturing variances, driven by inflationary
pressures and higher manufacturing efficiency ramp-up costs of our Daily SiHy
lenses, partially offset by the favorable impact of foreign currencies. The
higher manufacturing variances were partially offset by the non-recurrence of
prior year charges related to a quality issue at a third-party supplier, as
discussed below. We continue to monitor the impact of inflationary pressures on
our operating results, particularly on our manufacturing costs, and we expect
higher year over year manufacturing variances for the remainder of 2022 as a
result of inflation. 50
-------------------------------------------------------------------------------- In 2021, we were notified by a third-party supplier of sterilization services
for our lens care solution bottles and caps at our Milan, Italy facility, of
inconsistencies in the sterilization data versus certificates of conformance
previously submitted to us by that supplier. Based on our internal Health and
Safety Analysis, it was determined that this issue did not affect the safety or
performance of any of our products and was limited to a specific number of lots
for certain consumer eye care products within our Vision Care segment. However,
out of an abundance of caution and working with the appropriate notified body
and responsible health authorities, we contained and/or recalled down to the
consumer level the limited number of affected lots of products resulting in $8
million of manufacturing variances and $6 million of returns during the nine
months ended September 30, 2021. Further, although our Greenville, South
Carolina facility increased production to support some of the demand in the near
term, due to the limited availability of qualified materials, production at the
Milan facility could not keep up with demand which negatively impacted our sales
for the affected products in this region during the nine months ended September
30, 2021. During the third quarter of 2021, we had removed this supplier from
our Approved Supplier List and qualified another sterilization supplier, who,
along with an existing secondary supplier, will provide bottle sterilization,
thereby allowing our Milan facility to return to full production capacity. Cost of goods sold as a percentage of Product sales was 39.7% and 38.5% for the
nine months ended September 30, 2022 and 2021, respectively, an increase of 1.2%
primarily attributable to: (i) higher manufacturing variances and (ii)
year-over-year changes in product mix. 

Selling, General and Administrative Expenses

 SG&A expenses were $1,092 million and $1,024 million for the nine months ended
September 30, 2022 and 2021, respectively, an increase of $68 million, or 7%.
The increase was primarily attributable to: (i) higher professional fees and
higher compensation expenses, primarily related to separation-related costs and
dis-synergy costs associated with the Company becoming a stand-alone entity and
(ii) higher selling expenses, primarily related to freight, partially offset by
the favorable impact of foreign currencies. 

Research and Development Expenses

 R&D expenses were $229 million and $201 million for the nine months ended
September 30, 2022 and 2021, respectively, an increase of $28 million, or 14%.
The increase in R&D expenses is primarily due to higher medical device
regulation costs and due to R&D spend not beginning to normalize until the
second half of 2021, as a result of the COVID-19 pandemic, as discussed below.
R&D expenses as a percentage of Product sales were approximately 8% and 7% for
the nine months ended September 30, 2022 and 2021, respectively. In 2020, certain of our R&D activities were limited and others, including new
patient enrollments in clinical trials, were temporarily paused, as most trial
sites were not able to accept new patients due to government-mandated shutdowns
in response to the COVID-19 pandemic. During our third quarter of 2020, many of
these trial sites began to reopen and the pace of new patient enrollments
increased heading into 2021. During 2021, these activities and related R&D spend
gradually increased until they approached a normalized spend rate toward the end
of the year. As of the date of this filing, we have not had to make material
changes to our development timelines and the pause in our clinical trials has
not had a material impact on our operating results; however, a resurgence of the
virus could result in unanticipated delays in our ability to conduct new patient
enrollments and create other delays which could have a significant adverse
effect on our future operating results. 

Amortization of Intangible Assets

Amortization of Intangible assets was $188 million and $225 million for the nine
months ended September 30, 2022 and 2021, respectively, a decrease of $37
million, primarily due to fully amortized intangible assets no longer being
amortized in 2022.

See Note 8, “INTANGIBLE ASSETS AND GOODWILL” to our unaudited interim Condensed
Consolidated Financial Statements for further details related to the
Amortization of intangible assets.

 51
--------------------------------------------------------------------------------

Other expense, net

Other expense, net for the nine months ended September 30, 2022 and 2021
consists of the following:

 Nine Months Ended September 30,
(in millions) 2022 2021
Asset impairments $ 1 $ 11
Restructuring, integration and separation costs 11 1
Acquired in-process research and development costs 1 1
Acquisition-related contingent consideration (5) -
Other expense, net $ 8 $ 13 

Non-Operating Income and Expense

Interest Expense

 Interest expense was $99 million and $0 for the nine months ended September 30,
2022 and 2021, respectively, an increase of $99 million. The increase is
primarily attributable to interest associated with: (i) the Term Facility (as
defined and discussed in further detail, under Item "- Liquidity and Capital
Resources - Liquidity and Debt - Long-term Debt") entered into May 2022 and (ii)
BHC Purchase Debt (as defined below) entered into in January 2022. See Note 10, "CREDIT FACILITIES" to our unaudited interim Condensed Consolidated Financial
Statements for further details regarding the Term Facility. On January 1, 2022, in anticipation of the B+L IPO, Bausch + Lomb issued a
$2,200 million promissory note to BHC (the "BHC Purchase Debt") in conjunction
with a legal reorganization. Included in Interest expense for the nine months
ended September 30, 2022 was $47 million of interest attributed to the BHC
Purchase Debt. The BHC Purchase Debt was repaid in full on May 10, 2022. See
Note 4, "RELATED PARTIES" to our unaudited interim Condensed Consolidated
Financial Statements for further details. 

Foreign Exchange and Other

Foreign exchange and other was a net gain of $15 million and a loss of $5
million for the nine months ended September 30, 2022 and 2021, respectively.

Income Taxes

 Provision for income taxes were $60 million and $93 million for the nine months
ended September 30, 2022 and 2021, respectively, a favorable change of $33
million. The decrease in income taxes was primarily related to: (i) a change in
the jurisdictional mix of earnings and (ii) discrete tax effects of: (a)
internal restructurings in 2021, (b) changes in uncertain tax positions, (c) the
filings of certain tax returns and (d) a change in the deduction for stock
compensation. 

See Note 16, “INCOME TAXES” to our unaudited interim Condensed Consolidated
Financial Statements for further details.

 52
--------------------------------------------------------------------------------

Reportable Segment Revenues and Profits

 The following table presents segment revenues, segment revenues as a percentage
of total revenues and the period-over-period changes in segment revenues for the
nine months ended September 30, 2022 and 2021. The following table also presents
segment profits, segment profits as a percentage of segment revenues and the
period-over-period changes in segment profits for the nine months ended
September 30, 2022 and 2021. 

Nine Months Ended September 30,

 2022 2021 Change
(in millions) Amount Pct. Amount Pct. Amount Pct.
Segment Revenues
Vision Care $ 1,747 63 % $ 1,717 62 % $ 30 2 %
Ophthalmic Pharmaceuticals 495 18 % 527 19 % (32) (6) %
Surgical 530 19 % 520 19 % 10 2 %
Total revenues $ 2,772 100 % $ 2,764 100 % $ 8 - % Segment Profits / Segment Profit
Margins
Vision Care $ 471 27 % $ 431 25 % $ 40 9 %
Ophthalmic Pharmaceuticals 142 29 % 208 39 % (66) (32) %
Surgical 35 7 % 55 11 % (20) (36) %
Total segment profits $ 648 23 % $ 694 25 % $ (46) (7) % The following table presents a reconciliation of Revenues to organic revenues
(non-GAAP) and the period-over-period changes in organic revenue (non-GAAP) for
the nine months ended September 30, 2022 and 2021. Organic revenues (non-GAAP)
and organic growth (non-GAAP) rates are defined in the previous section titled "Reportable Segment Revenues and Profits". Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Change in Revenue Revenue Organic Revenue (Non-GAAP) as Changes in Organic Revenue as Divestitures Organic Revenue
(in millions) Reported Exchange Rates (Non-GAAP) Reported and Discontinuations (Non-GAAP) Amount Pct.
Vision Care $ 1,747 $ 82 $ 1,829 $ 1,717 $ - $ 1,717 $ 112 7 %
Ophthalmic Pharmaceuticals 495 18 513 527 - 527 (14) (3) %
Surgical 530 30 560 520 (7) 513 47 9 %
Total $ 2,772 $ 130 $ 2,902 $ 2,764 $ (7) $ 2,757 $ 145 5 % Vision Care Segment:

Vision Care Segment Revenue

 The Vision Care segment revenue was $1,747 million and $1,717 million for the
nine months ended September 30, 2022 and 2021, respectively, an increase of $30
million, or 2%. The increase was driven by: (i) an increase in net pricing of
$58 million, primarily due to pricing increases across certain contact lens and
consumer products and (ii) an increase in volumes of $54 million. The increase
in volumes was primarily due to: (i) increased demand for Lumify®, Biotrue® and
PreserVision® within our consumer eye care business, (ii) the non-recurrence of
a third-party supplier quality issue on the prior year revenues of certain
consumer eye care products, as previously discussed, and (iii) new launches
within our international contact lens business. These increases were partially
offset by: (i) the unfavorable impact of foreign currencies of $82 million,
primarily in Europe and Asia and (ii) the impact of the COVID-19 pandemic during
the first half of the year on our contact lens business in China. 

Vision Care Segment Profit

 The Vision Care segment profit was $471 million and $431 million for the nine
months ended September 30, 2022 and 2021, respectively, an increase of $40
million, or 9%. The increase was primarily driven by: (i) the increase in net
realized pricing and volumes as previously discussed, (ii) lower R&D expense,
primarily in our U.S. contact lens, (iii) lower advertising and promotional
expenses, primarily in our U.S. contact lens and International consumer
businesses and (iv) lower G&A expenses in the U.S. consumer eye care and contact
lens businesses. These increases were partially offset by: (i) 53
-------------------------------------------------------------------------------- higher manufacturing variances, driven by inflationary pressures and higher
manufacturing efficiency ramp-up costs of our Daily SiHy lenses and (ii) higher
selling expenses primarily due to increased freight costs. The higher
manufacturing costs were partially offset by the non-recurrence of prior year
charges related to a quality issue at a third-party supplier, as discussed
above. 

Ophthalmic Pharmaceuticals Segment:

Ophthalmic Pharmaceuticals Segment Revenue

 The Ophthalmic Pharmaceuticals segment revenue was $495 million and $527 million
for the nine months ended September 30, 2022 and 2021, respectively, a decrease
of $32 million, or 6%. The decrease was driven by: (i) a decrease in net
realized pricing of $31 million due to higher chargeback rates for certain
generics products as a result of product and customer mix and lower contract
pricing due to increased competition on certain products and (ii) the
unfavorable impact of foreign currencies of $18 million, partially offset by an
increase in volumes of $17 million, primarily in Europe. 

Ophthalmic Pharmaceuticals Segment Profit

 The Ophthalmic Pharmaceuticals segment profit was $142 million and $208 million
for the nine months ended September 30, 2022 and 2021, respectively, a decrease
of $66 million, or 32%. The decrease was primarily driven by: (i) the decrease
in net realized pricing, as previously discussed, (ii) higher selling,
advertising and promotional expenses, primarily as a result of newly launched
products, such as XIPERE® in the first quarter of 2022 and (iii) higher R&D
expense. Surgical Segment: Surgical Segment Revenue The Surgical segment revenue was $530 million and $520 million for the nine
months ended September 30, 2022 and 2021, respectively, an increase of $10
million, or 2%. The increase was driven by: (i) an increase in volumes of $42
million, primarily due to increased demand of consumables and intraocular lenses
and (ii) an increase in net realized pricing of $5 million. These increases were
partially offset by: (i) the unfavorable effect of foreign currencies of $30
million, primarily in Europe and (ii) the impact of divestitures and
discontinuations of $7 million, related to the discontinuation of certain
products. 

Surgical Segment Profit

 The Surgical segment profit was $35 million and $55 million for the nine months
ended September 30, 2022 and 2021, respectively, a decrease of $20 million, or
36%. The decrease was primarily driven by: (i) higher selling, advertising and
promotional expenses and (ii) higher R&D expenses. These decreases were
partially offset by the increase in volumes, as previously discussed.

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