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Table of Contents
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued guidance to improve the presentation and prominence of comprehensive
earnings and its components as a result of convergence with International Financial Reporting Standards. We retroactively adopted this guidance during the
first quarter of fiscal year 2013. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In September 2011, the FASB issued guidance to reduce the complexity and costs associated with interim and annual goodwill impairment tests, by
allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value
of a reporting unit. We adopted this guidance during the first quarter of fiscal year 2013 and our annual impairment tests were performed in the fourth quarter
of fiscal year 2013. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In July 2012, the FASB issued guidance to reduce the complexity and costs associated with interim and annual indefinite-lived intangible assets
impairment tests, by allowing an entity the option to make a qualitative evaluation about the likelihood of impairment to determine whether it should calculate
the fair value of the indefinite-lived intangible assets. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning
after September 15, 2012, which is effective for us as of the first quarter of fiscal year 2014. We do not expect that the implementation of this standard will
have a material impact on our Consolidated Financial Statements.
In February 2013, the FASB issued guidance to improve the reporting of reclassifications out of accumulated other comprehensive earnings
depending on the significance of the reclassifications and whether they are required by U.S. generally accepted accounting principles (GAAP). This guidance
is effective for fiscal years and interim periods within those years beginning after December 15, 2012, which is effective for us as of the first quarter of fiscal
year 2014. We do not expect that the implementation of this standard will have a material impact on our Consolidated Financial Statements.
In July 2013, the FASB issued guidance to improve the reporting of unrecognized tax benefits when a net operating loss carryforward, a similar tax
loss or a tax credit carryforward exists. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013,
which is effective for us as of the first quarter of fiscal year 2015. We do not expect that the implementation of this standard will have a material impact on our
Consolidated Financial Statements.
Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934
The description of the activities below has been provided to the Company by Warburg Pincus LLC (WP), affiliates of which: (i) beneficially own
more than 10% of the Company’s outstanding common stock and/or are members of our board of directors and (ii) at the time of the events described below,
beneficially owned more than 10% of the equity interests of, and had the right to designate members of the board of directors of, Bausch & Lomb Incorporated
(Bausch & Lomb). At the time of the events described below, Bausch & Lomb may have been deemed to be under common control with the Company, but
this statement is not meant to be an admission that common control existed. As a result, it appears that we are required to provide disclosure as set forth herein
pursuant to Section 219 of the new Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Securities Exchange Act of 1934, as
amended.
We have no involvement in or control over the activities of Bausch & Lomb, any of its predecessor companies or any of its subsidiaries, and we
have not independently verified or participated in the preparation of the disclosure below. The disclosure below does not relate to any activities conducted by
the Company and does not involve the Company or the Company’s management. The disclosure relates solely to activities conducted by Bausch & Lomb
and its consolidated subsidiaries.
The disclosure below was provided to WP by Bausch & Lomb with respect to Section 13(r)(1)(D)(iii) of the Securities Exchange Act of 1934, as
amended, concerning possible dealings with the government of Iran. The disclosure relates solely to activities conducted by Bausch & Lomb and its non-U.S.
affiliates and does not relate to any activities conducted by the Company or WP and does not involve the Company’s or WP’s management. Neither the
Company nor WP is representing to the accuracy or completeness of such information and undertakes no obligation to correct or update this information.
“Bausch & Lomb, an eye health company, makes sales of human healthcare products to benefit patients in Iran under licenses issued by the U.S.
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In 2012, Bausch & Lomb was granted licenses by OFAC, extending to its foreign
affiliates doing business in Iran. Before the U.S. Government extended OFAC sanctions to entities controlled by U.S. persons in October 2012, it was
permissible under U.S.
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