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): October 21, 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 October 21, 2010, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the third quarter ended September 30, 2010. 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

October 21, 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 THIRD QUARTER RESULTS

DILUTED EPS OF $1.34, $1.43 ON ADJUSTED BASIS

MURRAY HILL, NJ — (October 21, 2010) — C. R. Bard, Inc. (NYSE: BCR) today reported 2010 third quarter financial results. Third quarter 2010 net sales were $678.4 million, an increase of 6 percent over the prior-year period. Excluding the impact of foreign exchange, third quarter 2010 net sales increased 8 percent over the prior-year period.

For the third quarter 2010, net sales in the U.S. were $479.3 million and net sales outside the U.S. were $199.1 million, an increase of 8 percent and 2 percent, respectively, over the prior-year period. Excluding the impact of foreign exchange, third quarter 2010 net sales outside the U.S. increased 7 percent over the prior-year period.

For the third quarter 2010, net income attributable to common shareholders was $127.5 million and diluted earnings per share available to common shareholders were $1.34, a decrease of 2 percent and an increase of 2 percent, respectively, as compared to third quarter 2009 results. Adjusting for items that affect comparability between periods as detailed in the tables below, third quarter 2010 net income attributable to common shareholders was $135.9 million and diluted earnings per share available to common shareholders were $1.43, an increase of 5 percent and 9 percent, respectively, as compared to third quarter 2009 results.

Timothy M. Ring, chairman and chief executive officer, commented, “We are pleased to report solid revenue growth again this quarter. With gross margin at a record level, we were able to deliver strong EPS performance while continuing to increase our investment in R&D. We remain focused on improving our growth profile through the execution of our expanded product development and acquisition strategy.”

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 June 30, 2010 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 September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Net sales	$	678,400	$	637,000	$	2,003,100	$	1,858,000
Costs and expenses
Cost of goods sold		251,900		240,900		756,300		703,800
Marketing, selling and administrative expense		185,900		164,300		555,100		498,500
Research and development expense		47,500		43,000		133,200		121,100
Interest expense		3,200		3,000		8,900		9,000
Other (income) expense, net		6,700		600		8,700		17,500
Total costs and expenses		495,200		451,800		1,462,200		1,349,900
Income from operations before income taxes		183,200		185,200		540,900		508,100
Income tax provision		55,700		55,200		167,500		152,500
Net income		127,500		130,000		373,400		355,600
Net income attributable to noncontrolling interest		—		500		400		1,400
Net income attributable to common shareholders	$	127,500	$	129,500	$	373,000	$	354,200
Basic earnings per share available to common shareholders	$	1.35	$	1.32	$	3.91	$	3.57
Diluted earnings per share available to common shareholders	$	1.34	$	1.31	$	3.86	$	3.52
Wt. avg. common shares outstanding - basic		93,300		97,000		94,400		98,200
Wt. avg. common and common equivalent shares outstanding - diluted		94,300		98,100		95,500		99,500

Product Group Summary of Net Sales

(dollars in thousands, unaudited)

	Quarter Ended September 30,											Nine Months Ended September 30,
	2010		2009			Change			Constant Currency			2010		2009		Change			Constant Currency
Vascular	$	190,700	$	173,600			10	%		13	%	$	550,600	$	500,100		10	%		10	%
Urology		179,000		177,500			1	%		2	%		533,000		515,000		3	%		3	%
Oncology		183,300		171,600			7	%		7	%		535,600		499,800		7	%		6	%
Surgical Specialties		104,600		93,100			12	%		13	%		320,000		279,100		15	%		14	%
Other		20,800		21,200			-2	%		-1	%		63,900		64,000		—			—
Net sales	$	678,400	$	637,000			6	%				$	2,003,100	$	1,858,000		8	%
Foreign exchange impact				(8,100	)										13,300
Constant Currency	$	678,400	$	628,900						8	%	$	2,003,100	$	1,871,300					7	%

Reconciliation of Earnings

(dollars in millions except per share amounts, unaudited)

	Quarter Ended September 30, 2010
	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
GAAP Basis	$	251.9		$	185.9		$	47.5		$	6.7		$	55.7		$	127.5	$	1.34
Items that affect comparability of results between periods:
Acquisition related items		(0.6	)		(1.9	)		—			(7.7	)		3.2			7.0
Tax items		—			—			—			—			(1.4	)		1.4
Total		(0.6	)		(1.9	)		—			(7.7	)		1.8			8.4		0.09
Adjusted Basis	$	251.3		$	184.0		$	47.5		$	(1.0	)	$	57.5		$	135.9	$	1.43
	Quarter Ended September 30, 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
GAAP Basis	$	240.9		$	164.3		$	43.0		$	0.6		$	55.2		$	129.5	$	1.31
Adjusted Basis	$	240.9		$	164.3		$	43.0		$	0.6		$	55.2		$	129.5	$	1.31
	Nine Months Ended September 30, 2010
	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
GAAP Basis	$	756.3		$	555.1		$	133.2		$	8.7		$	167.5		$	373.0	$	3.86
Items that affect comparability of results between periods:
Acquisition related items		(2.8	)		(5.6	)		(0.5	)		(9.3	)		4.1			14.1
Write-down of receivables		—			(3.8	)		—			—			—			3.8
Tax items		—			—			—			—			(1.4	)		1.4
Total		(2.8	)		(9.4	)		(0.5	)		(9.3	)		2.7			19.3		0.20
Adjusted Basis	$	753.5		$	545.7		$	132.7		$	(0.6	)	$	170.2		$	392.3	$	4.06
	Nine Months Ended September 30, 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
GAAP Basis	$	703.8		$	498.5		$	121.1		$	17.5		$	152.5		$	354.2	$	3.52
Items that affect comparability of results between periods:
Asset disposition		(1.2	)		—			—			(4.5	)		0.5			5.2
Acquisition related items		(0.1	)		(0.8	)		(2.3	)		—			0.1			3.1
Restructuring charge		—			—			—			(15.4	)		5.2			10.2
Total		(1.3	)		(0.8	)		(2.3	)		(19.9	)		5.8			18.5		0.18
Adjusted Basis	$	702.5		$	497.7		$	118.8		$	(2.4	)	$	158.3		$	372.7	$	3.70

Notes to Reconciliation of Earnings

• For the third quarter 2010, the following items affected the comparability of results between periods: (i) charges of $10.2 million pre-tax for acquisition related items including transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; and (ii) a net increase of $1.4 million in the income tax provision, including an increase of $5.6 million due to a planned cash repatriation of certain foreign earnings as a result of new tax legislation, partially offset by a decrease of $4.2 million due to a remeasurement of certain tax positions related to the IRS examinations of the tax years 2003 and 2004. The net effect of these items decreased net income attributable to common shareholders by $8.4 million, or $0.09 diluted earnings per share available to common shareholders.

• For the third quarter 2009, there were no items that affected the comparability of results between periods.

• For the nine months ended September 30, 2010 the following items affected the comparability of results between periods: (i) charges of $18.2 million pre-tax for acquisition related items including purchased research and development, transaction costs, which consisted primarily of legal and valuation costs, purchase accounting adjustments and integration costs; (ii) a charge of $3.8 million pre-tax for the write-down of public hospital receivables in Greece and (iii) a net increase of $1.4 million in the income tax provision, including an increase of $5.6 million due to a planned cash repatriation of certain foreign earnings as a result of new tax legislation, partially offset by a decrease of $4.2 million due to a remeasurement of certain tax positions related to the IRS examinations of the tax years 2003 and 2004. The net effect of these items decreased net income attributable to common shareholders by $19.3 million, or $0.20 diluted earnings per share available to common shareholders.

• For the nine months ended September 30, 2009, the following items affected the comparability of results between periods: (i) a charge of $5.7 million pre-tax for an asset disposition; (ii) charges of $3.2 million pre-tax for acquisition related items including purchased research and development, transaction costs, which consisted primarily of legal and valuation costs, and purchase accounting adjustments; and (iii) a charge of $15.4 million pre-tax for restructuring. The net effect of these items decreased net income attributable to common shareholders by $18.5 million, or $0.18 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 an asset disposition and acquisition related items; (2) marketing, selling and administrative expense excluding charges for acquisition related items and the write-down of public hospital receivables in Greece; (3) research and development expense excluding acquisition related items; (4) other (income) expense, net, excluding charges for an asset disposition, acquisition related items and restructuring; (5) income tax provision excluding an increase resulting from a planned cash repatriation of certain foreign earnings, a decrease due to a remeasurement of certain tax positions 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 September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Earnings per Share Numerator (1): GAAP Basis - basic and diluted
Net income attributable to common shareholders	$	127,500	$	129,500	$	373,000	$	354,200
Less: Income allocated to participating securities		1,300		1,300		4,100		3,900
Net income available to common shareholders	$	126,200	$	128,200	$	368,900	$	350,300
Earnings per Share Numerator (1): Adjusted Basis - diluted
Net income attributable to common shareholders	$	135,900	$	129,500	$	392,300	$	372,700
Less: Income allocated to participating securities		1,400		1,300		4,300		4,100
Net income available to common shareholders	$	134,500	$	128,200	$	388,000	$	368,600
Earnings per Share Denominator:
Wt. avg. common shares outstanding - basic		93,300		97,000		94,400		98,200
Wt. avg. common and common equivalent shares outstanding - diluted		94,300		98,100		95,500		99,500
Earnings per Share: GAAP Basis
Basic earnings per share available to common shareholders	$	1.35	$	1.32	$	3.91	$	3.57
Diluted earnings per share available to common shareholders	$	1.34	$	1.31	$	3.86	$	3.52
Earnings per Share: Adjusted Basis
Diluted earnings per share available to common shareholders	$	1.43	$	1.31	$	4.06	$	3.70

(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.