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): April 21, 2011

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 April 21, 2011, C. R. Bard, Inc. issued a press release reporting earnings and other financial results for the first quarter ended March 31, 2011. 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

April 21, 2011

EX-99.1

Exhibit 99.1

Contacts:
Investor Relations:	Todd W. Garner
	Vice President, Investor Relations
	(908) 277-8065
Media Relations:	Scott T. Lowry
	Vice President and Treasurer
	(908) 277-8365

BARD ANNOUNCES FIRST QUARTER RESULTS

DILUTED EPS of $1.49, $1.51 ON ADJUSTED BASIS

MURRAY HILL, NJ — (April 21, 2011) — C. R. Bard, Inc. (NYSE: BCR) today reported 2011 first quarter financial results. First quarter 2011 net sales were $700.3 million, an increase of 8 percent over the prior-year period on both a reported and constant currency basis.

For the first quarter 2011, net sales in the U.S. were $487.1 million, an increase of 7 percent. Net sales outside the U.S. were $213.2 million, an increase of 9 percent on both a reported and constant currency basis.

For the first quarter 2011, net income attributable to common shareholders was $131.9 million and diluted earnings per share available to common shareholders were $1.49, an increase of 9 percent and 20 percent, respectively, as compared to first quarter 2010 results. Adjusting for items that affect comparability between periods as detailed in the tables below, first quarter 2011 net income attributable to common shareholders was $133.7 million and diluted earnings per share available to common shareholders were $1.51, an increase of 9 percent and 21 percent, respectively, as compared to first quarter 2010 results.

Timothy M. Ring, chairman and chief executive officer, commented, “Through the strength of our diversified portfolio, we delivered strong revenue and earnings growth again this quarter, despite the fact that we saw no measurable improvement in hospital volumes and procedures. This success demonstrates the effectiveness of our product leadership strategy and the ability of our organization to execute. Our R&D investments and business development activities continue to provide healthy returns to shareholders.”

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 December 31, 2010 Form 10-K 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 March 31,
	2011		2010
Net sales	$	700,300	$	650,800
Costs and expenses
Cost of goods sold		264,800		252,700
Marketing, selling and administrative expense		194,300		179,700
Research and development expense		48,000		40,600
Interest expense		9,100		2,900
Other (income) expense, net		100		(100	)
Total costs and expenses		516,300		475,800
Income from operations before income taxes		184,000		175,000
Income tax provision		52,100		53,800
Net income		131,900		121,200
Net income attributable to noncontrolling interest		—		300
Net income attributable to common shareholders	$	131,900	$	120,900
Basic earnings per share available to common shareholders	$	1.52	$	1.25
Diluted earnings per share available to common shareholders	$	1.49	$	1.24
Wt. avg. common shares outstanding - basic		85,300		95,400
Wt. avg. common and common equivalent shares outstanding - diluted		87,000		96,700

Product Group Summary of Net Sales

(dollars in thousands, unaudited)

	Quarter Ended March 31,
							Constant
	2011		2010			Change	Currency
Vascular	$	198,300	$	172,400		15%	16%
Urology		179,500		174,300		3%	3%
Oncology		186,400		174,000		7%	7%
Surgical Specialties		114,900		109,200		5%	5%
Other		21,200		20,900		1%	1%
Net sales	$	700,300	$	650,800		8%
Foreign exchange impact				(1,200	)
Constant Currency	$	700,300	$	649,600			8%

Reconciliation of Earnings

(dollars in millions except per share amounts, unaudited)

	Quarter Ended March 31, 2011
																	Diluted
															Net		Earnings
				Marketing,											Income		per Share
	Cost of			Selling and						Other					Attributable		Available
	Goods			Administrative			Research &			(Income)			Income		to Common		to Common
	Sold			Expense			Development			Expense, Net			Taxes		Shareholders		Shareholders
GAAP Basis	$	264.8		$	194.3		$	48.0		$	0.1		$	52.1	$	131.9	$	1.49
Items that affect comparability of results between periods:
Acquisition related items		0.6			(0.2	)		(3.0	)		(0.2	)		1.0		1.8		0.02
Adjusted Basis	$	265.4		$	194.1		$	45.0		$	(0.1	)	$	53.1	$	133.7	$	1.51
	Quarter Ended March 31, 2010
																	Diluted
															Net		Earnings
				Marketing,											Income		per Share
	Cost of			Selling and						Other					Attributable		Available
	Goods			Administrative			Research &			(Income)			Income		to Common		to Common
	Sold			Expense			Development			Expense, Net			Taxes		Shareholders		Shareholders (1)
GAAP Basis	$	252.7		$	179.7		$	40.6		$	(0.1	)	$	53.8	$	120.9	$	1.24
Items that affect comparability of results between periods:
Acquisition related items		(0.4	)		(1.2	)		—			—			0.1		1.5		0.02
Adjusted Basis	$	252.3		$	178.5		$	40.6		$	(0.1	)	$	53.9	$	122.4	$	1.25

(1) Total per share amounts do not add due to rounding.

Notes to Reconciliation of Earnings

• For the three months ended March 31, 2011, a charge of $2.8 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, affected the comparability of results between periods. The effect of this charge decreased net income attributable to common shareholders by $1.8 million, or $0.02 diluted earnings per share available to common shareholders.

• For the three months ended March 31, 2010, a charge of $1.6 million pre-tax for acquisition related items, including transaction costs, which consisted primarily of legal and valuation costs, and purchase accounting adjustments, affected the comparability of results between periods. The effect of this charge decreased net income attributable to common shareholders by $1.5 million, or $0.02 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 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 acquisition related items; (2) marketing, selling and administrative expense excluding acquisition related items; (3) research and development expense excluding acquisition related items; (4) other (income) expense, net, excluding acquisition related items; (5) income tax provision excluding 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 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 information. Management compensates for these limitations by providing full disclosure of each non-GAAP measure and a reconciliation to the most directly comparable GAAP measure. All non-GAAP 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
	March 31,
	2011		2010
Earnings per Share Numerator (1): GAAP Basis - basic and diluted
Net income attributable to common shareholders	$	131,900	$	120,900
Less: Income allocated to participating securities		2,600		1,400
Net income available to common shareholders	$	129,300	$	119,500
Earnings per Share Numerator (1): Adjusted Basis - diluted
Net income attributable to common shareholders	$	133,700	$	122,400
Less: Income allocated to participating securities		2,600		1,400
Net income available to common shareholders	$	131,100	$	121,000
Earnings per Share Denominator:
Wt. avg. common shares outstanding - basic		85,300		95,400
Wt. avg. common and common equivalent shares outstanding - diluted		87,000		96,700
Earnings per Share: GAAP Basis
Basic earnings per share available to common shareholders	$	1.52	$	1.25
Diluted earnings per share available to common shareholders	$	1.49	$	1.24
Earnings per Share: Adjusted Basis
Diluted earnings per share available to common shareholders	$	1.51	$	1.25

(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.