8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 25, 2006

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey	001-6926	22-1454160
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

730 Central Avenue Murray Hill, New Jersey	07974
(Address of Principal Executive Office)	(Zip Code)

(908) 277-8000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

The following information is being furnished pursuant to Item 2.02.

On January 25, 2006, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the fourth quarter and full year ended December 31, 2005. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in this Item 2.02. The information in this press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number
99.1	Press Release (This exhibit is furnished not filed.)

SIGNATURE

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

C. R. BARD, INC.
By:	/s/    TODD C. SCHERMERHORN
Name:	Todd C. Schermerhorn
Title:	Senior Vice President and Chief Financial Officer

January 25, 2006

EX-99.1

Exhibit 99.1

Contacts:

Investor Relations:	Eric J. Shick
	Vice President, Investor Relations
	(908) 277-8413
Media Relations:	Holly P. Glass
	Vice President, Government and Public Affairs
	(703) 754-2848

BARD ANNOUNCES FOURTH QUARTER RESULTS

EARNINGS PER SHARE UP 15 PERCENT

MURRAY HILL, NJ — (January 25, 2006) — C. R. Bard, Inc. (NYSE-BCR) today reported 2005 fourth quarter and full year financial results. Fourth quarter 2005 net sales were $452.0 million, an increase of 7 percent over the prior-year period on both a reported and constant currency basis. As previously announced, during the quarter the company initiated a voluntary product recall of its Composix^® Kugel^® Mesh X-Large Patch. The fourth quarter 2005 results include a reduction in net sales associated with the recall of $7.8 million, resulting in a 2 percentage point reduction in constant currency net sales growth.

For the fourth quarter 2005, net sales in the U.S. were $308.3 million and net sales outside the U.S. were $143.7 million, up 6 percent and 8 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, fourth quarter 2005 net sales outside the U.S. increased 11 percent over the prior-year period. The recall reduced fourth quarter 2005 net sales in the U.S. by $7.4 million, resulting in a 2 percentage point reduction in net sales growth.

Net sales for the full year 2005 were $1,771.3 million, an increase of 7 percent over the prior year. Excluding the impact of a 2004 divestiture and foreign exchange, full year 2005 ongoing net sales increased 9 percent over the prior year. The recall resulted in a reduction of 1 percentage point in full year 2005 ongoing net sales growth in constant currency.

For the fourth quarter 2005, net income was $80.1 million and diluted earnings per share were 75 cents, both up 15 percent over the prior-year period. The 2005 fourth quarter results included certain items that increased net income by $2.1 million (after-tax), or 2 cents per diluted share. Excluding certain items, fourth quarter 2005 net income was $78.0 million and diluted earnings per share were 73 cents, both up 12 percent as compared to the prior-year period. Included in the 2005 fourth quarter results were a reduction in net sales and charges associated with the recall that reduced net income by $6.6 million (after-tax), or 6 cents per diluted share.

For the full year 2005, net income was $337.1 million and diluted earnings per share were $3.12, both up 11 percent over the prior-year period. The full year 2005 results included certain items that increased net income by $16.0 million (after-tax), or 15 cents per diluted share. For comparison, the full year 2004 results included certain items that increased net income by $40.1 million (after-tax), or 37 cents per diluted share. Excluding these items in both periods, net income and diluted earnings per share for the full year 2005 increased 22 percent and 21 percent, respectively, as compared to the prior-year period.

Timothy M. Ring, chairman and chief executive officer, commented, “We are pleased to report that 2005 was another solid year for Bard. Operationally, our portfolio of businesses and products is well positioned across a broad range of medical device markets. We continue to focus on expanding the definition of these markets and therefore the opportunity they represent. We have strong management teams driving our businesses forward, leveraging our new product pipeline and market leadership positions. We look forward to 2006, ready to execute another successful year and deliver healthy revenue and earnings growth along with robust cash flow to support the continuation of our strategy. We remain focused on making ourselves a reliable double-digit revenue growth company over the long-term.”

C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, N.J., is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “forecast”, “plan”, “believe”, and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to our September 30, 2005 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

The company sold certain assets of its Endoscopic Technologies division on September 30, 2004. Net sales excluding sales of the divested Endoscopic Technologies products are referred to as “ongoing net sales”.

Net sales, excluding foreign exchange, ongoing net sales and net income and diluted earnings per share (EPS) excluding certain items are non-GAAP financial measures. The company analyzes net sales on a constant currency and ongoing basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the company believes that evaluating growth in net sales on a constant currency basis provides an additional and meaningful assessment of net sales. The company believes that comparing ongoing net sales between periods provides an additional and meaningful analysis of comparable operations. Net income and EPS excluding certain items are used by the company to measure the comparability of results between periods. Because certain items such as investment gains and litigation outcomes may not reflect underlying operating results, the company believes the exclusion of these and similar items provides an additional and meaningful assessment of net income and EPS. The limitation of these non-GAAP measures is that, by excluding certain items, they do not reflect results on a standardized reporting basis. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be viewed as a replacement for GAAP results. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the attached tables.

C. R. Bard, Inc.

Consolidated Statements of Income

(in thousands except per share amounts, unaudited)

	Quarter Ended December 31,						Twelve Months Ended December 31,
	2005			2004			2005			2004
Net Sales	$	452,000		$	424,100		$	1,771,300		$	1,656,100
Costs and expenses:
Cost of goods sold		177,900			161,600			682,700			660,300
Marketing, selling & administrative expense		137,300			139,000			534,600			521,000
Research & development expense		29,200			28,200			114,600			111,600
Interest expense		2,900			2,900			12,200			12,700
Other (income) expense, net		(7,400	)		(2,700	)		(22,400	)		(63,700	)
Total costs and expenses		339,900			329,000			1,321,700			1,241,900
Income before tax provision		112,100			95,100			449,600			414,200
Income tax provision		32,000			25,300			112,500			111,400
Net income	$	80,100		$	69,800		$	337,100		$	302,800
Basic earnings per share	$	0.77		$	0.67		$	3.22		$	2.90
Diluted earnings per share	$	0.75		$	0.65		$	3.12		$	2.82
Wt. avg. common shares outstanding – basic		104,400			104,600			104,800			104,400
Wt. avg. common shares outstanding – diluted		107,400			107,500			108,000			107,200

Product Group Summary of Net Sales

(in thousands, unaudited)

	Quarter Ended December 31,									Twelve Months Ended December 31,
	2005		2004			Change		Constant Currency		2005		2004		Change		Constant Currency
Vascular	$	112,600	$	101,400		11	%	13	%	$	434,500	$	393,000	11	%	10	%
Urology		134,000		130,400		3	%	3	%		524,000		493,100	6	%	6	%
Oncology		107,400		92,600		16	%	16	%		405,500		342,800	18	%	18	%
Surgery		81,200		83,100		-2	%	-2	%		333,200		313,300	6	%	6	%
Other		16,800		16,600		1	%	1	%		74,100		67,800	9	%	9	%
Ongoing Sales	$	452,000	$	424,100		7	%			$	1,771,300	$	1,610,000	10	%
FX Impact		—		(3,000	)						—		8,700
Con. Currency	$	452,000	$	421,100				7	%	$	1,771,300	$	1,618,700			9	%
Ongoing Sales	$	452,000	$	424,100		7	%			$	1,771,300	$	1,610,000	10	%
Divested Sales		—		—							—		46,100
Reported Sales	$	452,000	$	424,100		7	%			$	1,771,300	$	1,656,100	7	%

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, unaudited)

	December 31,
	2005		2004
ASSETS
Cash and short-term investments	$	758,200	$	545,400
Accounts receivable, net		267,700		290,100
Inventories		169,600		156,700
Other current assets		68,600		61,800
Total current assets		1,264,100		1,054,000
Property, plant and equipment, net		310,000		260,800
Intangible assets		232,500		234,500
Goodwill		358,800		365,700
Other assets		100,200		94,100
TOTAL ASSETS	$	2,265,600	$	2,009,100
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Short-term debt & current maturity of long-term debt	$	300,600	$	100
Accounts payable		52,500		52,200
Accrued liabilities		287,500		338,000
Total current liabilities		640,600		390,300
Long-term debt		800		151,400
Long-term liabilities		88,100		91,600
Noncontrolling interest		—		15,700
Total shareholders’ investment		1,536,100		1,360,100
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	2,265,600	$	2,009,100

Notes to Consolidated Statements of Income

• The voluntary product recall announced January 13, 2006 resulted in a $7.8 million net sales reduction to the surgery product group for the quarter and year ended December 31, 2005.

• 2004 net sales of divested products were previously reported in the oncology product group.

• All earnings per share numbers reflect the company’s 2 for 1 stock split that became effective May 18, 2004.

• For the fourth quarter ended December 31, 2005, in addition to interest income and exchange gains and losses, other (income) expense, net included investment gains of approximately $3.4 million pretax ($2.1 million after-tax), or $0.02 diluted earnings per share.

• For the year ended December 31, 2005, in addition to interest income and exchange gains and losses, other (income) expense, net included the following certain items: investment gains and the resolution of a royalty matter for a net adjustment of approximately $16.8 million pretax ($10.4 million after-tax), offset by a charge for an asset impairment of approximately $8.9 million pretax ($8.0 million after tax). Certain items also included a reduction in the income tax provision of approximately $45.6 million predominantly related to the favorable completion of the Internal Revenue Service audit for the tax years 1996-1999, as well as the resolution of certain other tax positions. Additionally, the company recorded an income tax provision of approximately $32.0 million related to the company’s planned repatriation of $600.0 million of undistributed foreign earnings under the American Jobs Creation Act. In total, these certain items resulted in a net gain of $16.0 million after-tax, or $0.15 diluted earnings per share.

• For the fourth quarter ended December 31, 2004, in addition to interest income and exchange gains and losses, other (income) expense, net included an adjustment to the gain from the sale of certain assets of the company’s Endoscopic Technologies division of $0.6 million pretax ($0.3 million after-tax).

• For the year ended December 31, 2004, in addition to interest income and exchange gains and losses, other (income) expense, net included the following certain items: a gain from the sale of certain assets of the company’s Endoscopic Technologies division of $45.5 million pretax ($31.1 million after-tax), the adjustment of a 2003 reserve recorded in conjunction with a legal verdict, offset by unrelated legal settlements and investment gains for a net adjustment of approximately $7.8 million pretax ($4.9 million after-tax). The company also recorded miscellaneous gains related to the sale of a facility and the conclusion of an intellectual property matter of $3.5 million pretax ($3.0 million after-tax). In addition, the company recorded a $1.1 million tax credit in income tax provision related to the retroactive effective date of its Malaysian high-technology pioneer grant. In total, these items resulted in a net gain of $40.1 million after-tax, or $0.37 diluted earnings per share.

The aggregate impact of these items on net income and diluted earnings per share is reflected in the following table:

Reconciliation of Earnings

(In millions, except per share)

	Quarter Ended December 31											Twelve Months Ended December 31
	2005						2004					2005						2004
	Net Income			Diluted EPS			Net Income			Diluted EPS		Net Income			Diluted EPS			Net Income			Diluted EPS
GAAP Basis	$	80.1		$	0.75		$	69.8		$	0.65	$	337.1		$	3.12		$	302.8		$	2.82
Adjustment		(2.1	)		(0.02	)		(0.3	)		—		(16.0	)		(0.15	)		(40.1	)		(0.37	)
Adjusted Basis	$	78.0		$	0.73		$	69.5		$	0.65	$	321.1		$	2.97		$	262.7		$	2.45