Information disclosed by Cardinal Health

EX-99.01 2 dex9901.htm INFORMATION DISCLOSED BY CARDINAL HEALTH Information disclosed by Cardinal Health

Exhibit 99.01

CARDINAL HEALTH, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

FOR THREE MONTHS ENDED SEPTEMBER 30, 2008, DECEMBER 31, 2008 AND MARCH 31, 2009

The Cardinal Health, Inc. and subsidiaries (“Cardinal Health”) unaudited pro forma condensed consolidated statements of earnings included below consist of unaudited pro forma condensed consolidated statements of earnings for the three months ended September 30, 2008, December 31, 2008 and March 31, 2009. The unaudited pro forma condensed consolidated statements of earnings included below have been derived from the historical condensed consolidated statements of earnings included in Cardinal Health’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2008, December 31, 2008 and March 31, 2009 and have been adjusted to present the estimated impact of removal of the CareFusion businesses. 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 statements of earnings do not necessarily reflect the results of operations that will be presented within Cardinal Health’s consolidated statements of earnings subsequent to the completion of the planned spin-off of its clinical and medical products businesses. In addition, they do not reflect what the 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. 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 FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008

(in millions, except per Common Share amounts)

Historical
Three Months Ended
September 30, 2008

Pro Forma
Adjustment:
Estimated Impact of
Removal of
CareFusion
Businesses

Pro
Forma ¹

Special
Items

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

Non-GAAP
Pro Forma ¹
Three Months Ended
September 30, 2008

Revenue

24,347.2

(925.7

)

23,421.5

Cost of products sold

22,982.7

(469.3

)

22,513.4

Gross margin

1,364.5

(456.4

)

908.1

Selling, general and administrative expenses

882.2

(297.8

)

584.4

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

3.6

—

3.6

(3.6

)

—

Restructuring charges

49.7

(26.6

)

23.1

(23.1

)

—

Acquisition integration charges

2.4

(4.8

)

(2.4

)

2.4

—

Litigation and other

0.3

—

0.3

(0.3

)

—

Operating earnings

426.3

(127.2

)

299.1

323.7

Interest expense and other

62.4

(30.2

)

32.2

Earnings before income taxes and discontinued operations

363.9

(97.0

)

266.9

291.5

Provision for income taxes

114.1

(19.2

)

94.9

6.8

20.9

122.6

Earnings from continuing operations

249.8

(77.8

)

172.0

168.9

Earnings / (loss) from discontinued operations

(0.7

)

77.8

77.1

Net earnings

249.1

—

249.1

246.0

Basic earnings / (loss) per Common Share:

Continuing operations

0.70

(0.22

)

0.48

Discontinued operations

—

0.22

Net basic earnings per Common Share

0.70

—

0.70

Diluted earnings / (loss) per Common Share:

Continuing operations

0.69

(0.22

)

0.47

0.04

(0.05

)

0.46

Discontinued operations

—

0.22

Net diluted earnings per Common Share

0.69

—

0.69

Weighted average number of Common Shares outstanding:

Basic

356.7

Diluted

361.1

Pro forma reflects the estimated impact of removal of CareFusion businesses. See page 1 of this exhibit 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.

The sum of the quarterly data may not equal year to date due to rounding.

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2008

(in millions, except per Common Share amounts)

Historical
Three Months Ended
December 31, 2008

Pro Forma
Adjustment:
Estimated Impact of
Removal of
CareFusion
Businesses

Pro
Forma ¹

Special
Items

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

Non-GAAP
Pro Forma ¹
Three Months Ended
December 31, 2008

Revenue

25,099.5

(968.6

)

24,130.9

Cost of products sold

23,683.1

(482.9

)

23,200.2

Gross margin

1,416.4

(485.7

)

930.7

Selling, general and administrative expenses

851.9

(281.9

)

570.0

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

6.9

—

6.9

(6.9

)

—

Restructuring charges

14.2

(0.4

)

13.8

(13.8

)

—

Acquisition integration charges

5.8

(2.7

)

3.1

(3.1

)

—

Litigation and other

(0.3

)

—

(0.3

)

0.3

—

Operating earnings

537.9

(200.7

)

337.2

360.7

Interest expense and other

62.4

(20.4

)

42.0

Earnings before income taxes and discontinued operations

475.5

(180.3

)

295.2

318.7

Provision for income taxes

156.6

(40.8

)

115.8

6.2

3.4

125.4

Earnings from continuing operations

318.9

(139.5

)

179.4

193.3

Earnings / (loss) from discontinued operations

(2.4

)

139.5

137.1

Net earnings

316.5

—

316.5

330.4

Basic earnings / (loss) per Common Share:

Continuing operations

0.89

(0.39

)

0.50

Discontinued operations

—

0.39

Net basic earnings per Common Share

0.89

—

0.89

Diluted earnings / (loss) per Common Share:

Continuing operations

0.88

(0.39

)

0.49

0.03

0.01

0.53

Discontinued operations

—

0.39

Net diluted earnings per Common Share

0.88

—

0.88

Weighted average number of Common Shares outstanding:

Basic

357.3

Diluted

360.3

The sum of the quarterly data may not equal year to date due to rounding.

CARDINAL HEALTH, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2009

(in millions, except per Common Share
amounts)

Historical
Three Months Ended
March 31, 2009

Pro Forma
Adjustment:
Estimated Impact of
Removal of
CareFusion
Businesses

Pro
Forma ¹

Special
Items

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

Non-GAAP
Pro Forma ¹
Three Months Ended
March 31, 2009

Revenue

24,938.7

(848.8

)

24,089.9

Cost of products sold

23,537.0

(433.7

)

23,103.3

Gross margin

1,401.7

(415.1

)

986.6

Selling, general and administrative expenses

850.2

(287.3

)

562.9

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

3.0

(2.3

)

0.7

(0.7

)

—

Restructuring charges

48.1

(17.0

)

31.1

(31.1

)

—

Acquisition integration charges

3.5

(2.2

)

1.3

(1.3

)

—

Litigation and other

0.6

—

0.6

(0.6

)

—

Operating earnings

496.3

(106.3

)

390.0

423.7

Interest expense and other

60.4

(28.4

)

32.0

Earnings before income taxes and discontinued operations

435.9

(77.9

)

358.0

391.7

Provision for income taxes

122.4

3.4

125.8

6.7

139.2

Earnings from continuing operations

313.5

(81.3

)

232.2

252.5

Earnings / (loss) from discontinued operations

(0.6

)

81.3

80.7

Net earnings

312.9

—

312.9

333.2

Basic earnings / (loss) per Common Share:

Continuing operations

0.88

(0.23

)

0.65

Discontinued operations

—

0.23

Net basic earnings per Common Share

0.88

—

0.88

Diluted earnings / (loss) per Common Share:

Continuing operations

0.87

(0.23

)

0.64

0.07

(0.01

)

0.70

Discontinued operations

—

0.23

Net diluted earnings per Common Share

0.87

—

0.87

Weighted average number of Common Shares outstanding:

Basic

358.1

Diluted

360.9

The sum of the quarterly data may not equal year to date due to rounding.

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

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, net¹

Cardinal Health’s previously reported non-GAAP operating earnings and non-GAAP earnings from continuing operations for the second and third quarter of fiscal 2009 also excluded 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 the pro forma adjustment to estimate the impact of removal of CareFusion businesses in Cardinal Health’s pro forma condensed consolidated statements of earnings.