BAUSCH & LOMB CORP – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations

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 June 8, 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 March 31, 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 March 31, 2022 and for the three months ended March 31, 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"). 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, 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 12,500 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, (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 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 patented 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

                                       26
--------------------------------------------------------------------------------

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 BEPREVE®.

The Surgical Segment-consists of medical device equipment, consumables and
instrumental tools and technologies for the treatment of corneal, cataracts, and
vitreous and retinal eye conditions, and 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, 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
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. 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. 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. We understand that BHC expects to complete the separation of
Bausch + Lomb after the expiry of customary lockups related to the B+L IPO and
achievement of targeted debt leverage ratios, subject to the receipt of
applicable shareholder and other necessary approvals.

See Note 19, "SUBSEQUENT EVENTS" to our unaudited interim Condensed Consolidated
Financial Statements for the three months ended March 31, 2022 appearing
elsewhere in this Form 10-Q for additional information.

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 bring out additional value, there can be no
assurance that the Separation will be successful in doing so.

See "Risk Factors - Risk 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.

                                       27
--------------------------------------------------------------------------------

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. Since 2017, we have introduced more
than 260 new products in approximately 60 countries. 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 approximately 100 projects in various stages of
pre-clinical and clinical development, including new contact lenses and
prescription medications for myopia, next-generation cataract equipment, premium
IOL, investigational treatments for dry eye, novel formulation for eye vitamins
and preservative free formulation of eye drops, 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 March 31, 2022, we have approximately 100 projects in our
global pipeline. 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
increased comfort for end users, and higher profitability to the eye care
providers. This combination should continue to benefit our other SiHy brands:
Bausch + Lomb ULTRA®, AQUALOX™ and PureVision®.

•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.

•Biotrue® ONEday for Astigmatism - A daily disposable contact lens for
astigmatic patients. The Biotrue® ONEday contact lens incorporates Surface
Active Technology™ to provide a dehydration barrier. The Biotrue® ONEday for
Astigmatism also includes evolved peri-ballast geometry to deliver stability and
comfort for the astigmatic patient. We launched this product in December 2016
and launched an extended power range and further extended power ranges in each
of the years 2017 through 2020. Biotrue® ONEday for Astigmatism has also
received regulatory approval in China.

•Bausch + Lomb ULTRA® monthly silicone hydrogel lens - Specifically designed to
address the lifestyle and vision needs of patients with MoistureSeal®
technology, which maintains 95% of contact lens moisture for a full 16 hours. In
the second quarter of 2020, Bausch + Lomb ULTRA® received a seven day extended
wear indication approval from the European Union and received regulatory
approval from the NMPA in China.

•Bausch + Lomb ULTRA® Multifocal for Astigmatism contact lens - The first and
only multifocal toric lens available as a standard offering in the eye care
professional's fit set. The new monthly silicone hydrogel lens, which was
specifically designed to address the lifestyle and vision needs of patients with
both astigmatism and presbyopia,

                                       28
--------------------------------------------------------------------------------

combines the Company's unique 3-Zone Progressive™ multifocal design with the
stability of its OpticAlign® toric with MoistureSeal® technology to provide eye
care professionals and their patients an advanced contact lens technology that
offers the convenience of same-day fitting during the initial lens exam. Bausch
+ Lomb ULTRA® Multifocal for Astigmatism was launched in June 2019 and received
European Union regulatory approval in the second quarter of 2020. In July 2021,
we launched an extended parameter range of this product.

•Zen™ Multifocal Scleral Lens for presbyopia - In January 2019, we launched this
product exclusively available with Zenlens™ and Zen™ RC scleral lenses and will
allow eye care professionals to fit presbyopic patients with regular and
irregular corneas and those with ocular surface disease, such as dry eye. The
Zen™ Multifocal Scleral Lens incorporates decentered optics, enabling the near
power to be positioned over the visual axis.

•Tangible® Hydra-PEG® - A high-water polymer coating that is bonded to the
surface of a contact lens and designed to address contact lens discomfort and
dry eye. We launched this product in March 2019. Tangible® Hydra-PEG® coating
technology in combination with our Boston® materials and Zenlens™ family of
scleral lenses will help eye care professionals provide a better lens wearing
experience for their patients with challenging vision needs.

•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.

•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 we expect to launch in certain Asian markets in 2023 and 2024.

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. Currently, we have several new line formulations under development.
The first Phase 3 study in support of these line extensions has initiated.
Additional studies are expected to commence in the second half of 2022.

•Renu® Advanced Multi-Purpose Solution ("MPS") - Contains a triple disinfectant
system that kills 99.9% of germs, 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. Renu® Advanced
MPS has gained regulatory approvals in Korea, India, Mexico, Indonesia,
Malaysia, Singapore and, during the second quarter of 2020, the European Union.
In 2021, Renu® Advanced MPS was launched in Greece and gained regulatory
approvals in China and Taiwan. We anticipate launches in China, Taiwan, Czech
Republic, Israel, Poland, Slovakia, the Middle East and Africa region and the
Latin American region during 2022 and launches in additional regions in 2023.

•Biotrue® Hydration Plus Multi-Purpose Solution - A next generation Biotrue® MPS
that contains 25% more Hyaluronan, 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 moisture. Biotrue® Hydration Plus MPS was launched in the U.S. in 2022
and has gained regulatory approval from Health Canada and China's National
Medical Products Administration ("NMPA").

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 "back of the eye" diseases. Our range of
ophthalmic pharmaceutical pipeline products are described below:

•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.

                                       29
--------------------------------------------------------------------------------

•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. We anticipate filing a New Drug Application
in the first half of 2022 and if approved, we anticipate launching in the U.S.
in 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.

•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 the second
half of 2022. 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 to launch this product in 2023
(subject to the timing of the resubmission of the abbreviated Biologics License
Application ("aBLA") by Xbrane).

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.

•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 later in 2022 and 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 our
SimplifEye® Preloaded injector 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 2023, 2024 and 2025, respectively.

•We are developing a new generation Phaco and Vitroretinal combined 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 2023.

•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. In January
2020, we commenced an FDA clinical study for the cohesive OVD product
(StableVisc™), and the study report is expected in June 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

                                       30
--------------------------------------------------------------------------------

License, Eyenovia License and STADA-Xbrane License each outlined in the
discussion of our Ophthalmic Pharmaceutical product pipeline above.

In the normal course of business, we will enter into select licensing and
collaborative agreements for the commercialization and/or development of unique
products primarily in the U.S. and Canada. 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. Recently, we have entered into transactions that
although not immediately impactful to our operating results, are expected to be
accretive to our bottom line in future years and contribute to our long-term
growth strategies.

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
need 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.

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 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.

To meet the forecasted demand for our Biotrue® ONEday range of contact lenses,
in July 2017, we placed into service a $175 million multi-year strategic
expansion project of the Waterford facility. The emphasis of the expansion
project was to: (i) develop new technology to manufacture, automatically inspect
and package contact lenses, (ii) bring that technology to full validation and
(iii) increase the size of the Waterford facility.

To address the expected global demand for our Bausch + Lomb ULTRA® range of
contact lenses, in December 2017, we completed a multi-year, $220 million
strategic upgrade to our Rochester facility. The upgrade increased production
capacity in support of our Bausch + Lomb Ultra® and SiHy Daily AQUALOX™ product
lines and better supports the production of other well-established contact
lenses, such as our PureVision®, PureVision®2 (SVS, Toric, and Multifocal),
SofLens® 38 and SilSoft®.

To address the expected global demand for our SiHy Daily disposable contact
lenses, in November 2018, we initiated $300 million of additional expansion
projects to add multiple production lines to our Rochester and Waterford
facilities. The first phase of the production line installation program has been
completed, and in the first half of 2022, we commenced commercial production of
certain of our latest contact lenses at both our Rochester and Waterford
facilities. We expect to complete the expansion programs at our Rochester and
Waterford facilities in the second half of 2022.

                                       31
--------------------------------------------------------------------------------

In July 2021, we announced plans to invest an additional $90 million to increase
capacity at our Waterford facility to meet the expected demand for our Biotrue®
ONEday range of daily disposable contact lenses. The new production lines are
expected to be completed in 2023. If completed as planned, the recently
announced expansion of our Waterford facility will be the fifth major expansion
of our Bausch + Lomb manufacturing facilities in support of our efforts to
increase market share in the contact lens market in the seven years ending 2023.

We believe the investments in our Waterford, Rochester and Lynchburg facilities
further demonstrates the growth potential we see in our Bausch + Lomb 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 proceeds and
sanctions, export controls and other measures are imposed against Russia,
Belarus and specific areas of Ukraine, the war is increasingly affecting
economic and global financial markets and exacerbating ongoing economic
challenges, including issues such as rising inflation and global supply-chain
disruption.

Our revenues attributable to Russia for the three months ended March 31, 2022
and 2021 were $17 million and $19 million, respectively. Our revenues
attributable to Ukraine for the three months ended March 31, 2022 and 2021 were
$1 million and $2 million, respectively. Our revenues attributable to Belarus
for the three months ended March 31, 2022 and 2021 were $1 million and $2
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 begun to impact our operations in the region, and
we anticipate that the ongoing conflict in this region and the sanctions and
other actions by the global community in response 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. In addition, we expect to 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, may 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 Russian-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

                                       32
--------------------------------------------------------------------------------

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 continue 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 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 have 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 three months ended March 31, 2022 and 2021 were
$82 million and $89 million, respectively, a decrease of $7 million and, in
part, reflects the challenges created by the surge of the omicron variant in
China. We expect the headwinds from China's COVID policies and lockdowns that we
saw during the first quarter of 2022 to continue to make an impact during the
second quarter of 2022, but we expect our revenues in China will normalize into
the second half of 2022. 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.

U.S. Tax Reform

In April 2021, U.S. President Joseph Biden proposed changes to the U.S. tax
system. Since that date, both houses of Congress have released their own
proposals for changes to the U.S. tax system, which differ in a number of
respects from the President's proposal. The proposals under discussion have
included changes to the U.S. corporate tax system that would increase U.S.
corporate tax rates, although the most recent proposals do not include any such
rate increase, and changes that would raise the tax rate on and make other
changes to the taxation of Global Intangible Low Tax Income earned by foreign
subsidiaries. Also under consideration are modifications to the Base Erosion and
Anti-Abuse Tax, which would tax certain payments, including some that are
related to inventory, made to affiliates that are subject to an effective tax
rate of less than specified rates. Certain proposals also include limitations on
the participation exemption for foreign dividends received and interest expense.
In addition, certain proposals include limitations on the deduction of interest
expense and carryforwards of unused interest expense, as well as an excise tax
on certain pharmaceutical products that are non-compliant with the proposed drug
pricing legislation.

We are unable to predict which, if any, U.S. tax reform proposals will be
enacted into law, and what effects any enacted legislation might have on our
liability for U.S. corporate tax. However, it is possible that the enactment of
changes in the U.S. corporate tax system could have a material adverse effect on
our liability for U.S. corporate tax and our consolidated effective tax rate.

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 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

                                       33
--------------------------------------------------------------------------------

implement the pillar two rules, which are generally consistent with the
agreement reached by the Inclusive Framework in October 2021. Additional
guidance is expected to be published in 2022. 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 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 recent change in 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 have been delayed until July
1, 2022. The new regulations will, 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.

                                       34
--------------------------------------------------------------------------------

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.

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, in the
U.S., these products include, among others, Lotemax® Gel, Bepreve® and certain
other products, 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. during the years 2022 through 2026, which in the
aggregate accounted for approximately 1% of our total revenues in 2021. These
dates may 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 16, "LEGAL PROCEEDINGS" to our unaudited interim Condensed Consolidated
Financial Statements for the three months ended March 31, 2022 appearing
elsewhere in this Form 10-Q, 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

                                       35
--------------------------------------------------------------------------------

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.

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 income per share attributable to Bausch + Lomb
Corporation. The following table provides selected unaudited financial
information for the three months ended March 31, 2022 and 2021:

                                                                     Three Months Ended March 31,
(in millions, except per share data)                            2022               2021            Change
Revenues                                                    $      889          $   881          $     8
Operating income                                            $       54          $    85          $   (31)
Income before provision for income taxes                    $       29          $    77          $   (48)
Net income attributable to Bausch + Lomb Corporation        $       20          $    27          $    (7)
Basic and diluted income per share attributable to Bausch +
Lomb Corporation                                            $     0.06          $  0.08          $ (0.02)


Financial Performance

Summary of the Three Months Ended March 31, 2022 Compared to the Three Months
Ended March 31, 2021

Revenues for the three months ended March 31, 2022 and 2021 were $889 million
and $881 million, respectively, an increase of $8 million, or 1%. The increase
was attributable to increases in volumes in each of our segments. Our volumes
increased $47 million in the aggregate primarily due to: (i) increased demand
for Lumify®, Biotrue® and PreserVision® within our consumer eye care business in
the U.S. and (ii) increased demand of consumables and intraocular lenses within
Global Surgical segment, partially offset by: (i) a decrease in volume in our
international contact lens business, primarily driven by the impact of the
COVID-19 pandemic in China and (ii) the impact of generic competition as certain
products, such as Lotemax® Gel and Bepreve®, lost exclusivity. This overall
increase in volumes was partially offset by: (i) the unfavorable impact of
foreign currencies of $29 million, primarily in Europe and Asia, (ii) a decrease
in net realized pricing of $7 million primarily due to higher sales deductions
in our ophthalmology business in the U.S. and (iii) the impact of divestitures
and discontinuations of $3 million, related to the discontinuation of certain
products.

Operating income for the three months ended March 31, 2022 and 2021 was $54
million and $85 million, respectively, a decrease of $31 million which reflects,
among other factors:

                                       36
--------------------------------------------------------------------------------

•a decrease in contribution (product sales revenue less cost of goods sold,
exclusive of amortization and impairments of intangible assets) of $6 million,
primarily driven by higher manufacturing variances, primarily as a result of
inflationary pressures related to certain manufacturing costs, partially offset
by the increase in revenues, as previously discussed;

•an increase in SG&A expenses of $25 million, primarily attributable to: (i)
higher selling, advertising and promotion expenses and (ii) higher compensation
expenses, partially offset by the favorable impact of foreign currencies;

•an increase in R&D of $10 million; and

•a decrease in Amortization of intangible assets of $11 million, primarily due
to fully amortized intangible assets no longer being amortized in 2022.

Operating income for the three months ended March 31, 2022 and 2021 was $54
million and $85 million, respectively, and includes non-cash charges for
Depreciation and amortization of intangible assets of $95 million and $106
million and Share-based compensation of $16 million and $14 million,
respectively.

Income before provision for income taxes for the three months ended March 31,
2022 and 2021 was $29 million and $77 million, respectively, a decrease of $48
million and is primarily attributable to: (i) the decrease in our operating
results of $31 million, as previously discussed and (ii) an increase in interest
expense of $20 million partially offset by a favorable net change in Foreign
exchange and other of $3 million.

Net income attributable to Bausch + Lomb for the three months ended March 31,
2022 and 2021 was $20 million and $27 million, respectively, a decrease in our
results of $7 million and was primarily due to the decreases in Income before
provision for income taxes of $48 million, as previously discussed, partially
offset by a decrease in the Provision for income taxes of $41 million.

RESULTS OF OPERATIONS

Our unaudited operating results for the three months ended March 31, 2022 and
2021 were as follows:

                                                                             Three Months Ended
                                                                                  March 31,
(in millions)                                                       2022              2021            Change
Revenues
Product sales                                                  $    883             $  874          $     9
Other revenues                                                        6                  7               (1)
                                                                    889                881                8
Expenses

Cost of goods sold (excluding amortization and impairments of
intangible assets)

                                                  346                331               15
Cost of other revenues                                                2                  2                -
Selling, general and administrative                                 343                318               25
Research and development                                             77                 67               10
Amortization of intangible assets                                    65                 76              (11)
Other expense, net                                                    2                  2                -
                                                                    835                796               39
Operating income                                                     54                 85              (31)
Interest expense                                                    (20)                 -              (20)
Foreign exchange and other                                           (5)                (8)               3
Income before provision for income taxes                             29                 77              (48)
Provision for income taxes                                           (6)               (47)              41
Net income                                                           23                 30               (7)
Net income attributable to noncontrolling interest                   (3)                (3)               -
Net income attributable to Bausch + Lomb Corporation           $     20     

$ 27 $ (7)

                                       37
--------------------------------------------------------------------------------

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31,
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 $889 million and $881 million for the three months ended March
31, 2022 and 2021, respectively, an increase of $8 million, or 1%. The increase
was attributable to increases in volumes in each of our segments. Volumes
increased $47 million in the aggregate primarily due to: (i) increased demand
for Lumify®, Biotrue® and PreserVision® within our consumer eye care business in
the U.S. and (ii) increased demand of consumables and intraocular lenses within
our Global Surgical segment, partially offset by: (i) a decrease in volume in
our international contact lens business, primarily driven by the impact of the
COVID-19 pandemic in China and (ii) the impact of generic competition as certain
products, such as Lotemax® Gel and Bepreve®, lost exclusivity. This overall
increase in volumes was partially offset by: (i) the unfavorable impact of
foreign currencies across all our international businesses of $29 million,
primarily in Europe and Asia, (ii) a decrease in net realized pricing of $7
million primarily due to higher sales deductions in our ophthalmology business
in the U.S. and (iii) the impact of divestitures and discontinuations of $3
million, related to the discontinuation of certain products.

The changes in our segment revenues and segment profits, including the impact of
the COVID-19 pandemic related matters for the three months ended March 31, 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 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 March 31, 2022 and 2021 were as
follows:

                                                                                  Three Months Ended
                                                                                       March 31,
                                                                      2022                                    2021
(in millions)                                             Amount               Pct.               Amount              Pct.
Gross product sales                                    $   1,203                 100.0  %       $ 1,160                 100.0  %
Provisions to reduce gross product sales to net
product sales
Discounts and allowances                                      77                   6.4  %            76                   6.6  %
Returns                                                       18                   1.5  %            19                   1.6  %
Rebates                                                      128                  10.6  %           118                  10.2  %
Chargebacks                                                   92                   7.7  %            69                   6.0  %
Distribution fees                                              5                   0.4  %             4                   0.3  %
Total provisions                                             320                  26.6  %           286                  24.7  %
Net product sales                                            883                  73.4  %           874                  75.3  %
Other revenues                                                 6                                      7
Revenues                                               $     889                                $   881


Cash discounts and allowances, returns, rebates, chargebacks and distribution
fees as a percentage of gross product sales were 26.6% and 24.7% for the three
months ended March 31, 2022 and 2021, respectively, an increase of 1.9
percentage points, and is primarily attributable to the increase in chargebacks
as a percentage of revenues. Chargebacks were $92 million and $69

                                       38
--------------------------------------------------------------------------------

million for the three months ended March 31, 2022 and 2021, respectively, an
increase of $23 million. The increase in chargebacks is primarily attributable
to: (i) increases in sales of certain generic pharmaceutical products and (ii)
launches of other generic pharmaceutical 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 $346 million and $331 million for the three months ended
March 31, 2022 and 2021, respectively, an increase of $15 million or 5%. The
increase was primarily driven by: (i) higher volumes, as previously discussed
and (ii) higher manufacturing variances, primarily as a result of inflationary
pressures related to certain manufacturing costs, 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 39.2% and 37.9% for the
three months ended March 31, 2022 and 2021, respectively, an increase of 1.3%,
primarily attributable to: (i) higher manufacturing variances and (ii)
year-over-year changes in product mix.

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.

SG&A expenses were $343 million and $318 million for the three months ended
March 31, 2022 and 2021, respectively, an increase of $25 million or 8%. The
increase was primarily attributable to: (i) higher selling, advertising and
promotion expenses and (ii) higher compensation expenses partially offset by the
favorable impact of foreign currencies.

We expect to incur higher SG&A costs going forward as a standalone entity due to
dis-synergies that result from the separation.

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 $67 million for the three months ended March
31, 2022 and 2021, respectively, an increase of $10 million, or 15%. R&D
expenses as a percentage of Product sales were approximately 9% and 8% for the
three months ended March 31, 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.

While we are not currently conducting clinical trials in Russia, Belarus or
Ukraine, certain planned trials in Russia and any future trials in this region
will need to be postponed and/or relocated; however, we do not anticipate that
the impact of this postponement or relocation will have a material impact to any
of our development programs or pipeline products.

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.

                                       39
--------------------------------------------------------------------------------

Amortization of Intangible assets was $65 million and $76 million for the three
months ended March 31, 2022 and 2021, respectively, a decrease of $11 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 the three months ended March 31, 2022
appearing elsewhere in this Form 10-Q for further details related to the
Amortization of intangible assets.

Interest Expense

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

Interest expense was $20 million and $0 for the three months ended March 31,
2022 and 2021, respectively, an increase of $20 million.

On January 1, 2022, in anticipation of the Separation, 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 three months
ended March 31, 2022 was $20 million of interest attributed to the BHC Purchase
Debt. The BHC Purchase Debt was repaid in full on May 10, 2022. See Note 19,
"SUBSEQUENT EVENTS" to our unaudited interim Condensed Consolidated Financial
Statements for the three months ended March 31, 2022 appearing elsewhere in this
Form 10-Q for further details.

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 loss of $5 million and $8 million for the three months ended
March 31, 2022 and 2021, respectively.

Income Taxes

Provision for income taxes were $6 million and $47 million for the three months
ended March 31, 2022 and 2021, respectively, a decrease of $41 million. The
decrease in income taxes was primarily related to: (i) the decrease in Income
before provision for income taxes, as previously discussed and (ii) discrete tax
effects of internal restructurings in 2021 and changes in uncertain tax
positions in 2022.

See Note 15, "INCOME TAXES" to our unaudited interim Condensed Consolidated
Financial Statements for the three months ended March 31, 2022 appearing
elsewhere in this Form 10-Q 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 and contact lenses that are indicated for
therapeutic use and can also provide optical correction during healing if
required.

•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 17, "SEGMENT INFORMATION" to our unaudited
interim Condensed Consolidated Financial Statements for the three months ended
March 31, 2022 appearing elsewhere in this Form 10-Q for a reconciliation of
segment profit to Income before provision for income taxes.

                                       40
--------------------------------------------------------------------------------

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

                                                                                   Three Months Ended March 31,
                                                           2022                                 2021                               Change
(in millions)                                    Amount              Pct.             Amount             Pct.             Amount             Pct.
Segment Revenues
Vision Care                                   $     560                 63  %       $   556                 63  %       $     4                  1  %
Ophthalmic Pharmaceuticals                          155                 17  %           163                 19  %            (8)                (5) %
Surgical                                            174                 20  %           162                 18  %            12                  7  %
Total revenues                                $     889                100  %       $   881                100  %       $     8                  1  %

Segment Profits / Segment Profit
Margins
Vision Care                                   $     159                 28  %       $   165                 30  %       $    (6)                (4) %
Ophthalmic Pharmaceuticals                           40                 26  %            56                 34  %           (16)               (29) %
Surgical                                             15                  9  %            16                 10  %            (1)                (6) %
Total segment profits                         $     214                 24  %       $   237                 27  %       $   (23)               (10) %

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.

                                       41
--------------------------------------------------------------------------------

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
2022 and 2021.

                                                           Three Months Ended March 31, 2022                                         Three Months Ended March 31, 2021
                                                                                                                                                                                                              Change in
                                                Revenue                                                               Revenue                                                                        Organic Revenue (Non-GAAP)
                                                   as                 Changes in           Organic Revenue               as                  Divestitures and            Organic Revenue
(in millions)                                   Reported            Exchange Rates           (Non-GAAP)               Reported               Discontinuations              (Non-GAAP)                 Amount                 Pct.
Vision Care                                 $         560          $          19          $          579          $         556          $                   -          $          556          $         23                     4  %
Ophthalmic Pharmaceuticals                            155                      4                     159                    163                              -                     163                    (4)                   (3) %
Surgical                                              174                      6                     180                    162                             (3)                    159                    21                    13  %
Total                                       $         889          $          29          $          918          $         881          $                  (3)         $          878          $         40                     5  %


Vision Care Segment:

Vision Care Segment Revenue

The Vision Care segment revenue was $560 million and $556 million for the three
months ended March 31, 2022 and 2021, respectively, an increase of $4 million,
or 1%. The increase was driven by: (i) an increase in volumes of $17 million,
primarily due to increased demand for Lumify®, Biotrue® and PreserVision® within
our consumer eye care business in the U.S., partially offset by a decrease in
volume in our international contact lens business, primarily driven by the
impact of the COVID-19 pandemic in China and (ii) an increase in net pricing of
$6 million. The increases were partially offset by the unfavorable impact of
foreign currencies of $19 million, primarily in Europe and Asia.

Vision Care Segment Profit

The Vision Care segment profit was $159 million and $165 million for the three
months ended March 31, 2022 and 2021, respectively, a decrease of $6 million, or
4%. The decrease was primarily driven by: (i) higher SG&A expenses, (ii) the
unfavorable impact of foreign currencies and (iii) higher manufacturing
variances, primarily as a result of inflationary pressures related to certain
manufacturing costs. These decreases were partially offset by the increase in
volumes, as previously discussed.

Ophthalmic Pharmaceuticals Segment:

Ophthalmic Pharmaceuticals Segment Revenue

The Ophthalmic Pharmaceuticals segment revenue was $155 million and $163 million
for the three months ended March 31, 2022 and 2021, respectively, a decrease of
$8 million, or 5%. The decrease was driven by: (i) a decrease in net realized
pricing of $15 million due to higher sales deductions in the U.S. and (ii) the
unfavorable impact of foreign currencies of $4 million, partially offset by an
increase in volume of $11 million, primarily internationally.

Ophthalmic Pharmaceuticals Segment Profit

The Ophthalmic Pharmaceuticals segment profit was $40 million and $56 million
for the three months ended March 31, 2022 and 2021, respectively, a decrease of
$16 million, or 29%. The decrease was primarily driven by the decrease in net
realized pricing, as previously discussed.

Surgical Segment:

Surgical Segment Revenue

The Surgical segment revenue was $174 million and $162 million for the three
months ended March 31, 2022 and 2021, respectively, an increase of $12 million,
or 7%. The increase was driven by: (i) an increase in volume of $19 million,
primarily due to increased demand of consumables and intraocular lenses and (ii)
an increase in net realized pricing of $2 million, partially offset by: (i) the
unfavorable effect of foreign currencies of $6 million and (ii) the impact of
divestitures and discontinuations of $3 million, related to the discontinuation
of certain products.

Surgical Segment Profit

The Surgical segment profit was $15 million and $16 million for the three months
ended March 31, 2022 and 2021, respectively, a decrease of $1 million, or 6%.
The decrease was primarily driven by: (i) higher SG&A expenses and (ii) the
unfavorable impact of foreign currencies. These decreases were partially offset
by the increase in volumes, as previously discussed.

                                       42

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