EX-99.1 2 dex991.htm SLIDE PRESENTATION Slide Presentation
©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
1
Investor and Analyst
Educational Session
Jeff Henderson
Chief Financial Officer
Cardinal Health
June 8, 2009
Exhibit 99.1


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
2
Forward-looking statements
This
presentation
contains
forward-looking
statements
addressing
expectations,
prospects,
estimates
and
other
matters
that
are
dependent
upon
future events or developments.  These matters are subject to risks and uncertainties that could cause actual results to differ materially from those
projected, anticipated or implied.  The most significant of these uncertainties are described in Cardinal Health’s Form 10-K, Form 10-Q and Form 8-K
reports and CareFusion’s
Form 10 registration statement (including all amendments to those reports and registration statement) and exhibits to those
reports
and
registration
statement,
and
include
(but
are
not
limited
to)
the
following:
uncertainties
related
to
the
deferral
in
hospital
capital
spending
affecting Cardinal Health’s Clinical and Medical Products segment and difficulties in forecasting the exact duration and potential long-term changes in
hospital
spending
patterns;
uncertainties
regarding
the
planned
spinoff
of
CareFusion
as
a
new
standalone
entity,
including
the
timing
and
terms
of
any such spinoff and whether such spinoff will be completed as it is subject to a number of conditions, uncertainties regarding the impact of the
planned
spinoff
on
Cardinal
Health,
CareFusion
and
the
potential
market
for
their
respective
securities,
and
uncertainties
in
forecasting
Cardinal
Health’s estimated future earnings after the planned spinoff and the estimated negative synergies resulting from the planned spinoff; competitive
pressures in Cardinal Health’s various lines of business; the loss of one or more key customer or supplier relationships or changes to the terms of
those
relationships;
uncertainties
relating
to
timing
of
generic
and
branded
pharmaceutical
introductions
and
the
frequency
or
rate
of
branded
pharmaceutical price appreciation or generic pharmaceutical price deflation; changes in the distribution patterns or reimbursement rates for health
care products and/or services; the results, consequences, effects or timing of any inquiry or investigation by any regulatory authority or any legal or
administrative proceedings; future actions of regulatory bodies or government authorities relating to Cardinal Health’s manufacturing or sale of
products and other costs or claims that could arise from its manufacturing, compounding or repackaging operations or from its other services,
including
uncertainties
and
costs
relating
to
complying
with
the
amended
consent
decree
entered
into
with
the
FDA
and
implementing
the
corrective
action
plan
submitted
to
the
FDA
pursuant
to
the
amended
consent
decree;
the
effects,
timing
or
success
of
restructuring
programs
or
plans;
the
costs,
difficulties
and
uncertainties
related
to
the
integration
of
acquired
businesses;
uncertainties
related
to
the
recent
disruptions
in
the
financial
markets, including uncertainties related to the availability and/or cost of credit and the impact of the financial market disruptions on Cardinal Health’s
customers and vendors; uncertainties regarding the ultimate features of government health care reform initiatives and their enactment and
implementation; with respect to future dividends, the decision by Cardinal Health’s board of directors to declare such dividends, which decision will
depend on Cardinal Health’s surplus, earnings, cash flows, financial condition and prospects at the time any such action is considered; and conditions
in
the
pharmaceutical
market
and
general
economic
and
market
conditions.
This
presentation
reflects
management’s
views
as
of
June
8,
2009.
Except
to
the
extent
required
by
applicable
law,
Cardinal
Health
undertakes
no
obligation
to
update
or
revise
any
forward-looking
statement.
In
addition, this presentation includes non-GAAP financial measures.  Definitions and reconciling information is included at the end of this presentation
and
will
also
be
available
on
the
investor
relations
page
of
Cardinal
Health’s
website
at
www.cardinalhealth.com.
A
transcript
of
the
webcast
will
be
available
on
the
investor
relations
page
at
www.cardinalhealth.com.


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
3
Development of CFN FY09 pro formas
Reported CMP
segment
CFN historical
“as managed”
CFN pro
forma
Push down of estimated ~$90M of special items/impairments
Adjustments for legal vs. management reporting
Addition of allocated interest and other expense
Separation
adjustments
Incorporates estimated effect of post-spin transition services and
commercial agreements
Discontinued
operations
Carves out the infection prevention business remaining with
CAH
Financing
adjustments
Additional financing cost estimated for CFN
Represents new FY09 baseline for management comparative
purposes
Diluted shares outstanding ~452M
FY09 estimated tax rate of 25.6%
Includes estimated ~$90M of special items and impairments


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
4
Development of nCAH FY09 pro formas
Reported CAH
GAAP
Add back
special items &
impairments
nCAH pro forma
Non-GAAP
Expect to report Martindale in discontinued  operations ($0.03 -
$0.05 impact)
Discontinued
operations
Represents CFN businesses to be spun off
Includes allowed allocation of corporate costs and interest
expense
Adds back special items and impairments for CAH only
Represents new FY09 baseline for management comparative
purposes
Continues to include infection prevention businesses remaining
with CAH
Diluted shares outstanding of ~361M
FY09 estimated tax rate of 36%


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
5
Recast pro forma estimates
Current CAH non-GAAP EPS guidance:
Low
end
of
$3.50-$3.60
CFN FY09 pro forma EPS estimate:
$0.58 -
$0.62
nCAH
FY09 pro forma recast non-
GAAP EPS estimate:
$2.20
-
$2.25
1
Includes Martindale operation in continuing operations
2
Includes Martindale operation in discontinued operations
1
2


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
6
Estimated FY09 non-GAAP EPS reconciliation
Est. FY09
Comments
CAH non-GAAP EPS
Incl. Martindale in Continuing Operations
nCAH non-GAAP EPS (361M shares)
$2.20 - $2.25
Excl. special items; Treats Martindale as DO
CFN Pro forma EPS (452M shares)
$0.58 - $0.62
Includes special items
$2.78 - $2.87
Estimated Differential
$0.68
Using lower end of CAH range and mid-points
of CFN/nCAH ranges
Differential Reconciliation
Est. FY09
Comments
   Share count of CFN
$0.19
Assumes 452M shares o/s
   Special items in CFN proforma
$0.19
   Martindale in DO
$0.04
   Additional financing costs of CFN
$0.08
  "Trapped costs" created by
   treatment of corp. alloc. in DO
   & other items
$0.18
$0.68
Low end of $3.50 - $3.60


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
7
Estimates ($M)
FY10
FY11
FY12
CFN
65
         
66
         
67
         
nCAH
23
         
40
         
52
         
Reflected in FY09 Proforma
CFN
35
         
35
         
35
         
nCAH
23
         
23
         
23
         
Incremental
CFN
30
         
31
         
32
         
nCAH
-
            
17
         
29
         
Estimated negative synergies
Cumulative Total


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
8
Retained CFN stake
nCAH will retain <20% ownership interest in CFN
Substantial
source
of
liquidity
to
strengthen
balance
sheet
over
time
<20% investment in CFN accounted for on the cost method
As a general rule, investments < 20% are accounted for under the
cost method unless the investor can exercise significant influence
nCAH
will not have the ability to exercise significant influence over CFN
No representation on Board and no overlap of Board members
No special voting rights (Stockholders agreement will require nCAH’s
shares to be voted in proportion to votes cast by other shareholders)
Accounted for as an available-for-sale security
Marked to market every reporting period
Gain/loss reported as part of equity until sold


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
9
Dividend announcement
Dividend Increase for CAH
Increased quarterly dividend by 25%
Expected to continue post-spin
CFN not expected to pay a dividend
Goal to grow dividend at or above earnings growth in FY11 and
FY12
Pro forma FY09 payout >31%
Key component of delivering strong Total Shareholder Return over
the coming years
1
Pro forma payout ratio reflects the anticipated dividend per share post spinoff of $0.175 cents per share per
quarter divided by the mid-point of the FY09 pro forma non-GAAP earnings per share of $2.20-$2.25.
1


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
10
Q & A


©
2009 Cardinal Health, Inc. or one of its subsidiaries. All rights reserved.
11
Forward-looking non-GAAP measures
Cardinal Health presents non-GAAP earnings from continuing operations and non-GAAP effective tax rate
from
continuing
operations
(and
presentations
derived
from
these
financial
measures)
on
a
forward-looking
basis.  Non-GAAP earnings from continuing operations is defined as earnings from continuing operations
excluding special items and impairments, (gain)/loss on sale of assets and other, net, each net of tax.  Non-
GAAP
effective
tax
rate
from
continuing
operations
is
defined
as
(provision
for
income
taxes
adjusted
for
special
items
and
impairments,
(gain)/loss
on
sale
of
assets
and
other,
net)
divided
by
(earnings
before
income taxes and discontinued operations adjusted for special items and impairments, (gain)/loss on sale of
assets and other, net).  Cardinal Health's current fiscal 2009 non-GAAP EPS from continuing operations
guidance also excludes costs incurred in connection with the company's plans to spin off its clinical and
medical product's businesses that are not included in special items or impairments, (gain)/loss on sale of
assets and other, net (“other spin-off costs”).  These costs are included in discontinued operations in
Cardinal Health's pro forma condensed consolidated financial statements filed as Exhibit 99.3 to the Form 8-
K filed on June 2, 2009 and hence are not excluded from non-GAAP earnings from continuing operations
presented in those financial statements.  The most directly comparable forward-looking GAAP measures are
earnings from continuing operations and effective tax rate from continuing operations.  Cardinal Health is
unable to provide a quantitative reconciliation of these forward-looking non-GAAP measures to the most
comparable forward-looking GAAP measures because the company cannot reliably forecast special items,
impairments, (gain)/loss on sale of assets and other, net and other spin-off costs, which are difficult to
predict and estimate and are primarily dependent on future events.  Please note that the unavailable
reconciling items could significantly impact the company’s future financial results.