Appendix containing certain CAH financial information and GAAP reconciliations

EX-99.3 4 dex993.htm APPENDIX CONTAINING CERTAIN CAH FINANCIAL INFORMATION AND GAAP RECONCILIATIONS Appendix containing certain CAH financial information and GAAP reconciliations

Exhibit 99.3

APPENDIX

CARDINAL HEALTH, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AND

GAAP / NON-GAAP RECONCILIATIONS AND DEFINITIONS

CARDINAL HEALTH, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Cardinal Health, Inc. and subsidiaries (“Cardinal Health”) unaudited pro forma condensed consolidated financial statements included below consist of unaudited pro forma condensed consolidated statements of earnings for the nine months ended March 31, 2009 and for the fiscal years ended June 30, 2008 and 2007, unaudited pro forma condensed consolidated balance sheets as of March 31, 2009, June 30, 2008 and 2007, and unaudited pro forma condensed consolidated statements of cash flows for the nine months ended March 31, 2009 and for the fiscal years ended June 30, 2008 and 2007. The unaudited pro forma condensed consolidated financial statements included below have been derived from the historical condensed consolidated financial statements included in Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and have been adjusted to present the estimated impact of the CareFusion businesses as discontinued operations. They do not show the planned distribution by CareFusion of $1.4 billion in cash to Cardinal Health in connection with the planned spin-off and the planned use of that cash to reduce Cardinal Health long-term obligations. Certain surgical and exam gloves, drapes and apparel and fluid management businesses that are currently part of the Clinical and Medical Products segment will be retained by Cardinal Health and will continue to be presented within continuing operations.

The unaudited pro forma condensed consolidated financial statements do not necessarily reflect the financial position and results of operations that will be presented within Cardinal Health’s consolidated financial statements subsequent to the completion of the planned spin-off of its clinical and medical products businesses. In addition, they do not reflect what the financial position and results of operations would have been if Cardinal Health had actually operated without the CareFusion businesses during the periods shown nor are they necessarily indicative of Cardinal Health’s future results of operations or financial condition. The assumptions and estimates used and pro forma adjustments derived from such assumptions are based on currently available information, and management believes such assumptions and estimates are reasonable under the circumstances.

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE NINE MONTHS ENDED MARCH 31, 2009

(in millions, except per
Common Share amounts)

Historical
Nine Months Ended
March 31, 2009

Pro Forma Adjustment:
Estimated Impact of
Reclassifying the
CareFusion Businesses to
Discontinued Operations

Pro Forma¹
Nine Months Ended
March 31, 2009

Special Items

Impairments, Gain/ (Loss)
on Sale of Assets
and Other, Net

Non-GAAP
Pro Forma¹
Nine Months Ended
March 31, 2009

Revenue

74,385.4

(2,743.1

)

71,642.3

Cost of products sold

70,202.8

(1,386.0

)

68,816.8

Gross margin

4,182.6

(1,357.1

)

2,825.5

—

Selling, general and administrative expenses

2,584.2

(866.9

)

1,717.3

Impairments, (gain)/loss on sale of assets and other, net

13.5

(2.3

)

11.2

(11.2

)

—

Special items:

—

Restructuring charges

112.1

(44.1

)

68.0

(68.0

)

—

Acquisition integration charges

11.8

(9.7

)

2.1

(2.1

)

—

Litigation and other

0.5

—

0.5

(0.5

)

—

Operating earnings

1,460.5

(434.1

)

1,026.4

1,108.2

Interest expense and other

185.3

(78.8

)

106.5

Earnings before income taxes and discontinued operations

1,275.2

(355.3

)

919.9

1,001.7

Provision for income taxes

393.1

(56.6

)

336.5

19.8

31.0

387.3

Earnings from continuing operations

882.1

(298.7

)

583.4

614.4

Earnings / (loss) from discontinued operations

(3.7

)

298.7

295.0

Net earnings

878.4

—

878.4

909.4

Basic earnings / (loss) per Common Share:

Continuing operations

2.47

(0.84

)

1.63

Discontinued operations

(0.01

)

0.84

0.83

Net basic earnings per Common Share

2.46

—

2.46

Diluted earnings / (loss) per Common Share:

Continuing operations

2.44

(0.83

)

1.61

0.14

(0.05

)

1.70

Discontinued operations

(0.01

)

0.83

0.82

Net diluted earnings per Common Share

2.43

—

2.43

Weighted average number of Common Shares outstanding:

Basic

357.3

Diluted

361.0

Pro forma reflects the estimated impact of CareFusion as discontinued operations. See page 1 of this appendix for further explanation of the pro forma presentation. In addition, the pro forma presentation does not include the impact of reclassifying the Martindale or SpecialtyScripts businesses to discontinued operations.

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE FISCAL YEAR ENDED JUNE 30, 2008

(in millions, except per Common
Share amounts)

Historical
Fiscal Year Ended
June 30, 2008

Pro Forma Adjustment:
Estimated Impact of
Reclassifying the
CareFusion Businesses to
Discontinued Operations

Pro Forma¹
Fiscal Year Ended
June 30, 2008

Special Items

Impairments, Gain/ (Loss)
on Sale of Assets
and Other, Net

Non-GAAP
Pro Forma¹
Fiscal Year Ended
June 30, 2008

Revenue

91,091.4

(3,682.0

)

87,409.4

Cost of products sold

85,457.3

(1,880.4

)

83,576.9

Gross margin

5,634.1

(1,801.6

)

3,832.5

Selling, general and administrative expenses

3,414.8

(1,097.7

)

2,317.1

Impairments, (gain)/loss on sale of assets and other, net

(32.0

)

(1.3

)

(33.3

)

33.3

—

Special items:

Restructuring charges

65.7

(10.4

)

55.3

(55.3

)

—

Acquisition integration charges

44.9

(42.3

)

2.6

(2.6

)

—

Litigation and other

19.5

—

19.5

(19.5

)

—

Operating earnings

2,121.2

(649.9

)

1,471.3

1,515.4

Interest expense and other

171.4

(76.2

)

95.2

Earnings before income taxes and discontinued operations

1,949.8

(573.7

)

1,376.1

1,420.2

Provision for income taxes

633.9

(162.6

)

471.3

16.0

(14.9

)

472.4

Earnings from continuing operations

1,315.9

(411.1

)

904.8

947.8

Earnings / (loss) from discontinued operations

(15.3

)

411.1

395.8

Net earnings

1,300.6

—

1,300.6

1,343.6

Basic earnings / (loss) per Common Share:

Continuing operations

3.67

(1.15

)

2.52

Discontinued operations

(0.04

)

1.15

1.11

Net basic earnings per Common Share

3.63

—

3.63

Diluted earnings / (loss) per Common Share:

Continuing operations

3.61

(1.13

)

2.48

0.17

(0.05

)

2.59

Discontinued operations

(0.04

)

1.13

1.09

Net diluted earnings per Common Share

3.57

—

3.57

Weighted average number of Common Shares outstanding:

Basic

358.2

Diluted

364.0

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE FISCAL YEAR ENDED JUNE 30, 2007

(in millions, except per Common
Share amounts)

Historical
Fiscal Year Ended
June 30, 2007

Pro Forma Adjustment:
Estimated Impact of
Reclassifying the
CareFusion Businesses to
Discontinued Operations

Pro Forma¹
Fiscal Year Ended
June 30, 2007

Special Items

Impairments, Gain/ (Loss)
on Sale of Assets
and Other, Net

Non-GAAP
Pro Forma¹
Fiscal Year Ended
June 30, 2007

Revenue

86,852.0

(2,661.1

)

84,190.9

Cost of products sold

81,606.7

(1,337.0

)

80,269.7

Gross margin

5,245.3

(1,324.1

)

3,921.2

Selling, general and administrative expenses

3,082.3

(777.7

)

2,304.6

Impairments, (gain)/loss on sale of assets and other, net

17.3

(2.1

)

15.2

(15.2

)

—

Special items:

Restructuring charges

40.1

(7.7

)

32.4

(32.4

)

—

Acquisition integration charges

101.5

(92.1

)

9.4

(9.4

)

—

Litigation and other

630.4

—

630.4

(630.4

)

—

Operating earnings

1,373.7

(444.5

)

929.2

1,616.6

Interest expense and other

121.4

(68.6

)

52.8

Earnings before income taxes and discontinued operations

1,252.3

(375.9

)

876.4

1,563.8

Provision for income taxes

412.6

(100.6

)

312.0

238.8

0.9

551.7

Earnings from continuing operations

839.7

(275.3

)

564.4

1,012.1

Earnings from discontinued operations

1,091.4

275.3

1,366.7

Net earnings

1,931.1

—

1,931.1

2,378.8

Basic earnings / (loss) per Common Share:

Continuing operations

2.13

(0.70

)

1.43

Discontinued operations

2.76

0.70

3.46

Net basic earnings per Common Share

4.89

—

4.89

Diluted earnings / (loss) per Common Share:

Continuing operations

2.07

(0.68

)

1.39

1.07

0.04

2.50

Discontinued operations

2.70

0.68

3.38

Net diluted earnings per Common Share

4.77

—

4.77

Weighted average number of Common Shares outstanding:

Basic

394.9

Diluted

404.7

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF MARCH 31, 2009


(in millions)	Historical March 31, 2009		Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹ March 31, 2009
Assets
Current assets (excluding assets held for spin-off/sale)	$	16,304.9	$	(1,629.3	)	$	14,675.6
Assets held for spin-off/sale		—		6,707.3			6,707.3

Total current assets		16,304.9		5,078.0			21,382.9


Property and equipment, net		1,724.0		(395.2	)		1,328.8
Other long-term assets		7,505.9		(4,682.8	)		2,823.1

Total assets	$	25,534.8	$	—		$	25,534.8


Liabilities and Shareholders’ Equity
Current liabilities (excluding liabilities held for spin-off/sale)	$	11,924.1	$	(317.2	)	$	11,606.9
Liabilities held for spin-off/sale		2.4		1,322.2			1,324.6

Total current liabilities		11,926.5		1,005.0			12,931.5

Long-term obligations, less current portion and other short-term borrowings		3,303.1		(1.5	)		3,301.6
Other long-term liabilities		1,870.7		(1,003.5	)		867.2
Total shareholders’ equity		8,434.5		—			8,434.5

Total liabilities and shareholders’ equity	$	25,534.8	$	—		$	25,534.8

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF JUNE 30, 2008


(in millions)	Historical June 30, 2008		Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹ June 30, 2008
Assets
Current assets (excluding assets held for spin-off/sale)	$	14,043.8	$	(1,845.6	)	$	12,198.2
Assets held for spin-off/sale		140.4		6,990.8			7,131.2

Total current assets		14,184.2		5,145.2			19,329.4


Property and equipment, net		1,737.2		(447.1	)		1,290.1
Other long-term assets		7,526.8		(4,698.1	)		2,828.7

Total assets	$	23,448.2	$	—		$	23,448.2


Liabilities and Shareholders’ Equity
Current liabilities (excluding liabilities held for spin-off/sale)	$	10,360.5	$	(411.5	)	$	9,949.0
Liabilities held for spin-off/sale		15.4		1,307.5			1,322.9

Total current liabilities		10,375.9		896.0			11,271.9

Long-term obligations, less current portion and other short-term borrowings		3,687.4		(4.7	)		3,682.7
Other long-term liabilities		1,637.4		(891.3	)		746.1
Total shareholders’ equity		7,747.5		—			7,747.5

Total liabilities and shareholders’ equity	$	23,448.2	$	—		$	23,448.2

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF JUNE 30, 2007


(in millions)	Historical June 30, 2007		Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹ June 30, 2007
Assets
Current assets (excluding assets held for spin-off/sale)	$	14,544.5	$	(1,798.6	)	$	12,745.9
Assets held for spin-off/sale		—		6,276.9			6,276.9

Total current assets		14,544.5		4,478.3			19,022.8


Property and equipment, net		1,647.0		(331.5	)		1,315.5
Other long-term assets		6,962.3		(4,146.8	)		2,815.5

Total assets	$	23,153.8	$	—		$	23,153.8


Liabilities and Shareholders’ Equity
Current liabilities (excluding liabilities held for spin-off/sale)	$	11,425.5	$	(597.6	)	$	10,827.9
Liabilities held for spin-off/sale		34.2		1,369.0			1,403.2

Total current liabilities		11,459.7		771.4			12,231.1

Long-term obligations, less current portion and other short-term borrowings		3,457.3		(9.0	)		3,448.3
Other long-term liabilities		859.9		(762.4	)		97.5
Total shareholders’ equity		7,376.9		—			7,376.9

Total liabilities and shareholders’ equity	$	23,153.8	$	—		$	23,153.8

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED MARCH 31, 2009


(in millions)	Historical Nine Months Ended March 31, 2009			Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹ Nine Months Ended March 31, 2009
Cash Flows From Operating Activities:
Net cash provided by operating activities - continuing operations		743.5			(612.6	)		130.9
Net cash provided by / (used in) operating activities - discontinued operations		(3.9	)		697.1			693.2

Net cash provided by operating activities		739.6			84.5			824.1


Cash Flows From Investing Activities:
Acquisition of subsidiaries, net of divestitures and cash acquired		(18.5	)		—			(18.5	)
Proceeds from sale of property and equipment		12.6			—			12.6
Additions to property and equipment		(263.1	)		69.6			(193.5	)

Net cash used in investing activities - continuing operations		(269.0	)		69.6			(199.4	)
Net cash used in investing activities - discontinued operations		—			(69.6	)		(69.6	)

Net cash used in investing activities		(269.0	)		—			(269.0	)


Cash Flows From Financing Activities:
Net change in commercial paper and short-term borrowings		1.0			—			1.0
Reduction of long-term obligations		(310.1	)		3.0			(307.1	)
Proceeds from long-term obligations, net of issuance costs		24.8			(0.3	)		24.5
Proceeds from issuance of Common Shares		38.7			—			38.7
Net tax expense from stock options		(0.2	)		—			(0.2	)
Dividends on Common Shares		(150.1	)		—			(150.1	)

Net cash used in financing activities - continuing operations		(395.9	)		2.7			(393.2	)
Net cash used in financing activities - discontinued operations		—			(2.7	)		(2.7	)

Net cash used in financing activities		(395.9	)		—			(395.9	)


Net increase in cash and equivalents		74.7			84.5			159.2

Cash and equivalents at beginning of period		1,291.3			(480.4	)		810.9


Cash and equivalents at end of period	$	1,366.0		$	(395.9	)	$	970.1

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE FISCAL YEAR ENDED JUNE 30, 2008


(in millions)	Historical Fiscal Year Ended June 30, 2008			Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹Fiscal Year Ended June 30, 2008
Cash Flows From Operating Activities:
Net cash provided by operating activities - continuing operations		1,559.1			(413.9	)		1,145.2
Net cash provided by/(used in) operating activities - discontinued operations		(47.0	)		441.3			394.3

Net cash provided by operating activities		1,512.1			27.4			1,539.5


Cash Flows From Investing Activities:
Acquisition of subsidiaries, net of divestitures and cash acquired		(514.9	)		559.3			44.4
Proceeds from sale of property and equipment		32.6			—			32.6
Additions to property and equipment		(376.1	)		178.8			(197.3	)
Sale of investment securities available for sale, net		132.0			—			132.0

Net cash provided by/(used in) investing activities - continuing operations		(726.4	)		738.1			11.7
Net cash used in investing activities - discontinued operations		—			(738.1	)		(738.1	)

Net cash used in investing activities		(726.4	)		—			(726.4	)


Cash Flows From Financing Activities:
Net change in commercial paper and short-term borrowings		(0.5	)		0.5			—
Reduction of long-term obligations		(21.5	)		17.6			(3.9	)
Proceeds from long-term obligations, net of issuance costs		303.5			(3.2	)		300.3
Proceeds from issuance of Common Shares		227.9			—			227.9
Tax benefit from stock options		42.1			—			42.1
Dividends on Common Shares		(173.1	)		—			(173.1	)
Purchase of Common Shares in treasury		(1,181.6	)		—			(1,181.6	)

Net cash used in financing activities - continuing operations		(803.2	)		14.9			(788.3	)
Net cash used in financing activities - discontinued operations		—			(14.9	)		(14.9	)

Net cash used in financing activities		(803.2	)		—			(803.2	)


Net increase/(decrease)in cash and equivalents		(17.5	)		27.4			9.9

Cash and equivalents at beginning of period		1,308.8			(507.8	)		801.0


Cash and equivalents at end of period	$	1,291.3		$	(480.4	)	$	810.9

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE FISCAL YEAR ENDED JUNE 30, 2007


(in millions)	Historical Fiscal Year Ended June 30, 2007			Pro Forma Adjustment: Estimated Impact of Reclassifying the CareFusion Businesses to Discontinued Operations			Pro Forma¹ Fiscal Year Ended June 30, 2007
Cash Flows From Operating Activities:
Net cash provided by operating activities - continuing operations		1,003.0			(445.7	)		557.3
Net cash provided by operating activities - discontinued operations		220.1			44.4			264.5

Net cash provided by operating activities		1,223.1			(401.3	)		821.8


Cash Flows From Investing Activities:
Acquisition of subsidiaries, net of divestitures and cash acquired		(1,629.8	)		1,489.1			(140.7	)
Proceeds from sale of property and equipment		9.2			(1.3	)		7.9
Additions to property and equipment		(357.4	)		94.0			(263.4	)
Sale of investment securities available for sale, net		366.5			—			366.5

Net cash used in investing activities - continuing operations		(1,611.5	)		1,581.8			(29.7	)
Net cash provided by investing activities - discontinued operations		3,148.7			(1,581.8	)		1,566.9

Net cash provided by investing activities		1,537.2			—			1,537.2


Cash Flows From Financing Activities:
Net change in commercial paper and short-term borrowings		(38.9	)		—			(38.9	)
Reduction of long-term obligations		(784.0	)		126.1			(657.9	)
Proceeds from long-term obligations, net of issuance costs		1,453.4			(3.4	)		1,450.0
Proceeds from issuance of Common Shares		552.6			—			552.6
Tax benefit from stock options		29.9			—			29.9
Dividends on Common Shares		(144.4	)		—			(144.4	)
Purchase of Common Shares in treasury		(3,662.0	)		—			(3,662.0	)

Net cash used in financing activities - continuing operations		(2,593.4	)		122.7			(2,470.7	)
Net cash used in financing activities - discontinued operations		(45.4	)		(122.7	)		(168.1	)

Net cash used in financing activities		(2,638.8	)		—			(2,638.8	)


Net increase/(decrease)in cash and equivalents		121.5			(401.3	)		(279.8	)

Cash and equivalents at beginning of period		1,187.3			(106.5	)		1,080.8


Cash and equivalents at end of period	$	1,308.8		$	(507.8	)	$	801.0

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA¹ SEGMENT BUSINESS ANALYSIS (UNAUDITED)


	For the Nine Months Ended March 31, 2009			Fiscal
				Fiscal
(in millions)				2008			2007
PHARMACEUTICAL

Pro Forma Revenue
Amount	$	65,654		$	79,598		$	76,985

Pro Forma Segment Profit
Amount	$	788		$	1,084		$	1,291
Mix		71	%		73	%		79	%
Pro Forma Segment Profit Margin		1.20	%		1.36	%		1.68	%

	For the Nine Months Ended March 31, 2009			Fiscal
				Fiscal
(in millions)				2008			2007
MEDICAL

Pro Forma Revenue
Amount	$	6,002		$	7,818		$	7,213

Pro Forma Segment Profit
Amount	$	321		$	411		$	353
Mix		29	%		27	%		21	%
Pro Forma Segment Profit Margin		5.34	%		5.26	%		4.89	%

CARDINAL HEALTH, INC. AND SUBSIDIARIES

RECONCILIATIONS AND DEFINITIONS

GAAP

Diluted EPS from Continuing Operations: earnings from continuing operations divided by diluted weighted average shares outstanding

Operating Cash Flow: net cash provided by operating activities from continuing operations

Segment Profit: segment revenue minus (segment cost of products sold and segment selling, general and administrative expenses)

Segment Profit Margin: segment profit divided by segment revenue

Segment Profit Mix: segment profit divided by total segment profit for all segments

Net Working Capital Days: receivable days plus days inventory on hand minus payable days

NON-GAAP

Non-GAAP Diluted EPS from Continuing Operations: non-GAAP earnings from continuing operations divided by diluted weighted average shares outstanding

Non-GAAP Earnings from Continuing Operations: earnings from continuing operations excluding (1) special items and (2) impairments, (gain)/loss on sale of assets and other, net, each net of tax¹

Non-GAAP Operating Earnings: operating earnings excluding (1) special items and (2) impairments, (gain)/loss on sale of assets and other, net

Cardinal Health’s previously reported non-GAAP earnings from continuing operations for the third quarter of fiscal 2009 and its 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. These costs are included in discontinued operations in Cardinal Health’s pro forma condensed consolidated financial statements.

Forward-looking non-GAAP financial measures

Cardinal Health presents non-GAAP earnings from continuing operations (and presentations derived from this financial measure) on a forward-looking basis. The most directly comparable forward-looking GAAP measure is earnings from continuing operations. Cardinal Health is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most comparable forward-looking GAAP measure 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.