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 28, 2010

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey (State or Other Jurisdiction of
Incorporation or Organization) 001-6926 (Commission File Number) 22-1454160 (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 28, 2010, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the fourth quarter and full year ended December 31, 2009. 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.

(d) 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 28, 2010

EX-99.1

Exhibit 99.1

Contacts:

Investor Relations:	Eric J. Shick Vice President, Investor Relations (908) 277-8413
Media Relations:	Scott T. Lowry Vice President and Treasurer (908) 277-8365

BARD ANNOUNCES FOURTH QUARTER RESULTS

DILUTED EPS OF $1.08, $1.39 ON ADJUSTED BASIS

MURRAY HILL, NJ — (January 28, 2010) — C. R. Bard, Inc. (NYSE: BCR) today reported 2009 fourth quarter financial results. Fourth quarter 2009 net sales were $676.9 million, an increase of 7 percent over the prior-year period. Excluding the impact of foreign exchange, fourth quarter 2009 net sales increased 4 percent over the prior-year period.

For the fourth quarter 2009, net sales in the U.S. were $460.5 million and net sales outside the U.S. were $216.4 million, an increase of 6 percent and 9 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, fourth quarter 2009 net sales outside the U.S. increased 2 percent over the prior-year period.

Net sales for the full year 2009 were $2,534.9 million, an increase of 3 percent over the prior-year period. Excluding the impact of foreign exchange, full year 2009 net sales increased 6 percent over the prior-year period.

For the fourth quarter 2009, net income attributable to common shareholders was $105.9 million and diluted earnings per share available to common shareholders were $1.08, a decrease of 29 percent and 26 percent, respectively, as compared to fourth quarter 2008 results. Adjusting for items that affect comparability between periods as detailed in the tables below, fourth quarter 2009 net income attributable to common shareholders was $136.8 million and diluted earnings per share available to common shareholders were $1.39, an increase of 13 percent and 18 percent, respectively, as compared to fourth quarter 2008 results.

For the full year 2009, net income attributable to common shareholders was $460.1 million and diluted earnings per share available to common shareholders were $4.60, an increase of 10 percent and 14 percent, respectively, as compared to full year 2008 results. Adjusting for items that affect comparability between periods, full year 2009 net income attributable to common shareholders was $509.5 million and diluted earnings per share available to common shareholders were $5.09, an increase of 12 percent and 15 percent, respectively, as compared to full year 2008 results.

Timothy M. Ring, chairman and chief executive officer, commented, “We conclude 2009 with confidence in our growth strategy and a stronger conviction to invest for the future. While challenges in our industry continue, we delivered another strong earnings quarter. We are pleased with the growth in our R&D investments and the productivity of our business development activities, closing five transactions this quarter. Our efforts this year have laid a solid foundation for further acceleration in the development and acquisition of new products to drive long-term shareholder value.”

C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, NJ, 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 the Cautionary Statement Regarding Forward-Looking Information in our September 30, 2009 Form 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

C. R. Bard, Inc.

Consolidated Statements of Income

(dollars and shares in thousands except per share amounts, unaudited)

	Quarter Ended December 31,					Twelve Months Ended December 31,
	2009			2008		2009		2008
Net sales	$	676,900		$	634,200	$	2,534,900	$	2,452,100
Costs and expenses
Cost of goods sold		255,200			242,600		959,000		949,300
Marketing, selling and administrative expense		184,000			179,200		682,500		709,500
Research and development expense		58,500			40,000		179,600		199,100
Interest expense		2,800			3,000		11,800		12,100
Other (income) expense, net		13,000			2,700		30,500		29,400
Total costs and expenses		513,500			467,500		1,863,400		1,899,400
Income from operations before income taxes		163,400			166,700		671,500		552,700
Income tax provision		57,600			16,400		210,100		133,400
Net income		105,800			150,300		461,400		419,300
Net (loss) income attributable to noncontrolling interest		(100	)		900		1,300		2,800
Net income attributable to common shareholders	$	105,900		$	149,400	$	460,100	$	416,500
Basic earnings per share available to common shareholders (1)	$	1.09		$	1.48	$	4.66	$	4.13
Diluted earnings per share available to common shareholders (1)	$	1.08		$	1.46	$	4.60	$	4.05
Wt. avg. common shares outstanding - basic		96,200			99,300		97,700		99,500
Wt. avg. common and common equivalent shares outstanding - diluted		97,400			101,000		99,000		101,500

(1) Reflects the retrospective adoption of new guidance on determining whether awards granted in share-based payment transactions are participating securities. See Notes to Earnings per Share included within this press release for additional information.

Product Group Summary of Net Sales

(dollars in thousands, unaudited)

	Quarter Ended December 31,								Twelve Months Ended December 31,
	2009		2008		Change		Constant Currency		2009		2008			Change		Constant Currency
Vascular	$	181,400	$	168,500	8	%	4	%	$	681,500	$	643,100		6	%	9	%
Urology		185,300		188,900	-2	%	-3	%		700,300		708,500		-1	%	1	%
Oncology		178,900		163,600	9	%	7	%		678,700		646,600		5	%	7	%
Surgical Specialties		108,700		95,500	14	%	11	%		387,800		368,200		5	%	7	%
Other		22,600		17,700	28	%	27	%		86,600		85,700		1	%	4	%
Net sales	$	676,900	$	634,200	7	%			$	2,534,900	$	2,452,100		3	%
Foreign exchange impact				13,900								(53,400	)
Constant Currency	$	676,900	$	648,100			4	%	$	2,534,900	$	2,398,700				6	%

Reconciliation of Earnings

(dollars in millions except per share amounts, unaudited)

	Quarter Ended December 31, 2009
	Cost of Goods Sold			Marketing, Selling and Administrative Expense			Research & Development Expense			Other (Income) Expense, Net			Income Taxes			Net Income Attributable to Common Shareholders			Diluted Earnings per Share Available to Common Shareholders (1) (2)
GAAP Basis	$	255.2		$	184.0		$	58.5		$	13.0		$	57.6		$	105.9		$	1.08
Items that affect comparability of results between periods:
Acquisition related adjustments		(0.3	)		(1.6	)		(13.4	)		(3.2	)		4.7			13.8
Asset disposition		-			-			-			(2.7	)		1.0			1.7
Insurance settlement charge		-			-			-			(25.0	)		0.5			24.5
Insurance recovery		-			-			-			18.0			(6.8	)		(11.2	)
Tax adjustment		-			-			-			-			(2.1	)		2.1
Total		(0.3	)		(1.6	)		(13.4	)		(12.9	)		(2.7	)		30.9			0.32
Adjusted Basis	$	254.9		$	182.4		$	45.1		$	0.1		$	54.9		$	136.8		$	1.39

	Quarter Ended December 31, 2008
	Cost of Goods Sold		Marketing, Selling and Administrative Expense		Research & Development Expense		Other (Income) Expense, Net		Income Taxes		Net Income Attributable to Common Shareholders			Diluted Earnings per Share Available to Common Shareholders (1) (2)
GAAP Basis	$	242.6	$	179.2	$	40.0	$	2.7	$	16.4	$	149.4		$	1.46
Items that affect comparability of results between periods:
Tax adjustment		-		-		-		-		28.3		(28.3	)		(0.28	)
Adjusted Basis	$	242.6	$	179.2	$	40.0	$	2.7	$	44.7	$	121.1		$	1.18

	Twelve Months Ended December 31, 2009
	Cost of Goods Sold			Marketing, Selling and Administrative Expense			Research & Development Expense			Other (Income) Expense, Net			Income Taxes			Net Income Attributable to Common Shareholders			Diluted Earnings per Share Available to Common Shareholders (1) (2)
GAAP Basis	$	959.0		$	682.5		$	179.6		$	30.5		$	210.1		$	460.1		$	4.60
Items that affect comparability of results between periods:
Acquisition related adjustments		(0.4	)		(2.4	)		(15.7	)		(3.2	)		4.8			16.9
Asset dispositions		(1.2	)		-			-			(7.2	)		1.5			6.9
Insurance settlement charge		-			-			-			(25.0	)		0.5			24.5
Insurance recovery		-			-			-			18.0			(6.8	)		(11.2	)
Restructuring charge		-			-			-			(15.4	)		5.2			10.2
Tax adjustment		-			-			-			-			(2.1	)		2.1
Total		(1.6	)		(2.4	)		(15.7	)		(32.8	)		3.1			49.4			0.49
Adjusted Basis	$	957.4		$	680.1		$	163.9		$	(2.3	)	$	213.2		$	509.5		$	5.09

	Twelve Months Ended December 31, 2008
	Cost of Goods Sold			Marketing, Selling and Administrative Expense		Research & Development Expense			Other (Income) Expense, Net			Income Taxes			Net Income Attributable to Common Shareholders			Diluted Earnings per Share Available to Common Shareholders (1) (2)
GAAP Basis	$	949.3		$	709.5	$	199.1		$	29.4		$	133.4		$	416.5		$	4.05
Items that affect comparability of results between periods:
Asset disposition		(3.7	)		-		-			(36.8	)		5.6			34.9
Acquisition related adjustments		-			-		(49.3	)		-			18.2			31.1
Reorganization costs		-			-		-			(1.3	)		0.5			0.8
Gain on asset sale		-			-		-			0.7			(0.1	)		(0.6	)
Tax adjustments		-			-		-			-			27.3			(27.3	)
Total		(3.7	)		-		(49.3	)		(37.4	)		51.5			38.9			0.38
Adjusted Basis	$	945.6		$	709.5	$	149.8		$	(8.0	)	$	184.9		$	455.4		$	4.42

(1) Reflects the retrospective adoption of new guidance on determining whether awards granted in share-based payment transactions are participating securities. See Notes to Earnings per Share included within this press release for additional information.

(2) Total per share amounts may not add due to rounding.

Notes to Reconciliation of Earnings

• For the fourth quarter 2009, the following items affected the comparability of results between periods: (i) charges of $18.5 million pre-tax for acquisition related adjustments including purchased research and development, contract termination costs, and other transaction costs consisting primarily of legal and valuation costs directly related to acquisition activities; (ii) a charge of $2.7 million pre-tax for an asset disposition; (iii) a charge of $25.0 million pre-tax related to an insurance settlement; (iv) a gain of $18.0 million pre-tax for an insurance recovery; and (v) an increase of $2.1 million in the income tax provision resulting from a tax assessment that related to prior periods. The net effect of these items decreased net income attributable to common shareholders by $30.9 million, or $0.32 diluted earnings per share available to common shareholders.

• For the fourth quarter 2008, a decrease in the income tax provision as a result of the completion of the U.S. Internal Revenue Service (IRS) examination for the tax years of 2003 and 2004 affected the comparability of results between periods. The effect of this item increased net income attributable to common shareholders by $28.3 million, or $0.28 diluted earnings per share available to common shareholders.

• For the twelve months ended December 31, 2009, the following items affected the comparability of results between periods: (i) charges of $21.7 million pre-tax for acquisition related adjustments including purchased research and development, contract termination costs, and other transaction costs consisting primarily of legal and valuation costs directly related to acquisition activities; (ii) charges of $8.4 million pre-tax for asset dispositions; (iii) a charge of $25.0 million pre-tax related to an insurance settlement; (iv) a gain of $18.0 million pre-tax for an insurance recovery; (v) a charge of $15.4 million pre-tax for restructuring; and (vi) an increase of $2.1 million in the income tax provision resulting from a tax assessment that related to prior periods. The net effect of these items decreased net income attributable to common shareholders by $49.4 million, or $0.49 diluted earnings per share available to common shareholders.

• For the twelve months ended December 31, 2008, the following items affected the comparability of results between periods: (i) a charge of $40.5 million pre-tax for an asset disposition; (ii) a charge of $49.3 million pre-tax for acquisition related adjustments consisting of purchased research and development; (iii) a charge of $1.3 million pre-tax for reorganization costs; (iv) a gain of $0.7 million pre-tax associated with the sale of an asset; and (v) a net decrease of $27.3 million in the income tax provision, including a decrease of $28.3 million as a result of the completion of the IRS examination for the tax years of 2003 and 2004, offset by an increase of $1.0 million due to a tax-related interest adjustment. The net effect of these items decreased net income attributable to common shareholders by $38.9 million, or $0.38 diluted earnings per share available to common shareholders.

This press release contains financial measures that are not calculated in accordance with United States generally accepted accounting principles (GAAP). These non-GAAP financial measures are reconciled to their most directly comparable GAAP measures in the above tables.

This press release includes net sales excluding the impact of foreign exchange. The company analyzes net sales on a constant currency 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 to both management and the company’s investors.

In addition, this press release includes the following non-GAAP measures: (1) cost of goods sold excluding charges for acquisition related adjustments and asset dispositions; (2) marketing, selling and administrative expenses excluding acquisition related adjustments; (3) research & development expense excluding acquisition related adjustments; (4) other (income) expense, net, excluding charges for acquisition related adjustments, asset dispositions, a charge related to an insurance settlement, a gain for an insurance recovery, a restructuring charge, reorganization costs and a gain on an asset sale; (5) income tax provision excluding an increase resulting from a tax assessment that related to prior periods, a decrease resulting from the completion of the IRS examination for the tax years of 2003 and 2004, an increase due to a tax-related interest adjustment and the tax effect of the items set forth in (1) through (4) above; (6) net income attributable to common shareholders excluding the items set forth in (1) through (5) above; and (7) diluted earnings per share available to common shareholders excluding the items set forth in (1) through (5) above.

The company excluded the items described above because they may cause certain statements of income categories not to be indicative of ongoing operating results, and therefore affect the comparability of results between periods. The company therefore believes that these non-GAAP measures provide an additional and meaningful assessment of the company’s ongoing operating performance. Because the company has historically reported these non-GAAP results to the investment community, management also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors’ understanding of the company’s historic operating trends by providing an additional basis for comparisons to prior periods. Management uses these non-GAAP measures: (1) to establish financial and operational goals; (2) to monitor the company’s actual performance in relation to its business plan and operating budgets; (3) to evaluate the company’s core operating performance and understand key trends within the business; and (4) as part of several components it considers in determining incentive compensation.

Management recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP financial measures used by other companies and that management must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP financial information. Management compensates for these limitations by providing full disclosure of each non-GAAP financial measure and a reconciliation to the most directly comparable GAAP financial measure. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the above tables.

Notes to Earnings per Share

(dollars and shares in thousands, except per share amounts, unaudited)

	Quarter Ended December 31,				Twelve Months Ended December 31,
	2009		2008		2009		2008
Earnings per Share Numerator (1): GAAP Basis - basic and diluted
Net income attributable to common shareholders	$	105,900	$	149,400	$	460,100	$	416,500
Less: Income allocated to participating securities		1,100		2,100		5,000		5,800
Net income available to common shareholders	$	104,800	$	147,300	$	455,100	$	410,700
Earnings per Share Numerator (1): Adjusted Basis - diluted
Net income attributable to common shareholders	$	136,800	$	121,100	$	509,500	$	455,400
Less: Income allocated to participating securities		1,300		1,700		5,400		6,300
Net income available to common shareholders	$	135,500	$	119,400	$	504,100	$	449,100
Earnings per Share Denominator:
Wt. avg. common shares outstanding - basic		96,200		99,300		97,700		99,500
Wt. avg. common and common equivalent shares outstanding - diluted		97,400		101,000		99,000		101,500
Earnings per Share: GAAP Basis
Basic earnings per share available to common shareholders	$	1.09	$	1.48	$	4.66	$	4.13
Diluted earnings per share available to common shareholders	$	1.08	$	1.46	$	4.60	$	4.05
Earnings per Share: Adjusted Basis
Diluted earnings per share available to common shareholders	$	1.39	$	1.18	$	5.09	$	4.42

(1) Basic and diluted earnings per share available to common shareholders is calculated using a numerator, which represents the total of net income attributable to common shareholders less income allocated to participating securities.