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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 1-11373
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
Ohio 31-0958666
(State or other jurisdiction of
incorporation or organization) (IRS Employer
Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of principal executive offices) (Zip Code)
(614) 757-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of class Name of each exchange on which registered
Common shares (without par value) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of voting stock held by non-affiliates or registrant on December 31, 2014, was the following: $26,604,792,216.
The number of the registrant’s common shares, without par value, outstanding as of July 31, 2015, was the following: 327,359,492.
Documents Incorporated by Reference:
Portions of the registrant’s Definitive Proxy Statement to be filed for its 2015 Annual Meeting of Shareholders are incorporated by reference into the sections of this Form 10-K
addressing the requirements of Part III of Form 10-K.

Table of contents

  • Page 1
    ...) 31-0958666 (IRS Employer Identification No.) 7000 Cardinal Place, Dublin, Ohio (Address of principal executive offices) 43017 (Zip Code) (614) 757-5000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of class Name of each...

  • Page 2
    ...'s Common Equity Reports Financial Statements and Supplementary Data Directors, Executive Officers, and Corporate Governance Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Exhibits Form 10-K Cross Reference Index Signatures Additional Information Page...

  • Page 3
    ... provides a brief overview of Cardinal Health, Inc. and does not contain all of the information you should consider. Please read the entire Form 10-K carefully before voting or making an investment decision. As used in this report, "we," "our," "us" and similar pronouns refer to Cardinal Health, Inc...

  • Page 4
    Key Highlights 3 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 5
    Key Highlights Cardinal Health | Fiscal 2015 Form 10-K 4

  • Page 6
    Key Highlights 5 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 7
    Key Highlights Cardinal Health | Fiscal 2015 Form 10-K 6

  • Page 8
    Key Highlights 7 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 9
    ...Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, over-the-counter healthcare and consumer products in the United States. This segment also operates nuclear pharmacies and cyclotron facilities, provides pharmacy operations, medication therapy management...

  • Page 10
    ... billion of additional debt to fund a portion of the acquisitions of The Harvard Drug Group ("Harvard Drug"), which closed on July 2, 2015, and the Cordis business of Johnson & Johnson, which is expected to close during the second quarter of fiscal 2016. These acquisitions are both discussed in more...

  • Page 11
    ...acquisition of Harvard Drug, a distributor of generic pharmaceuticals, over-the-counter healthcare and related products to retail, institutional and alternate care customers, is expected to enhance our Pharmaceutical segment's generic pharmaceutical distribution and services businesses. Harvard Drug...

  • Page 12
    ... distribution contract with Express Scripts, Inc. ("Express Scripts") on September 30, 2012 ($2.0 billion). This decrease was partially offset by sales growth from existing pharmaceutical distribution customers ($7.1 billion). Medical Segment Revenue growth for fiscal 2014 compared to fiscal 2013...

  • Page 13
    ... 2014 was primarily due to acquisitions ($97 million) and an overall increase in volume of sales to existing and new customers. Fiscal 2014 Compared to Fiscal 2013 SG&A expenses increased during fiscal 2014 over 2013 primarily due to acquisitions ($129 million). Cardinal Health | Fiscal 2015 Form...

  • Page 14
    ... Financial Statements" for additional information on segment profit. Segment Profit and Operating Earnings (in millions) Pharmaceutical Medical Total segment profit Corporate Total consolidated operating earnings $ $ 2015 2,094 433 2,527 (366) 2,161 $ $ 2014 1,745 444 2,189 (304) 1,885 $ $ 2013...

  • Page 15
    ... acquisition. Loss on Extinguishment of Debt In December 2014, we redeemed certain debt resulting in a loss on the extinguishment of debt of $60 million ($37 million, net of tax). See Note 7 of "Notes to Consolidated Financial Statements" for additional information. Cardinal Health | Fiscal 2015...

  • Page 16
    ...Nuclear Pharmacy Services division, which was partially offset by the favorable impact of the revaluation of our deferred tax liability and related interest on unrepatriated foreign earnings as a result of an agreement with tax authorities ($64 million or 7.2 percentage points). 15 Cardinal Health...

  • Page 17
    ... driven by customer and product mix. Financial Instruments and Other Financing Arrangements Credit Facilities and Commercial Paper On November 3, 2014, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC until November 3, 2017 and increased the size of...

  • Page 18
    ... to acquire Harvard Drug and Cordis. We expect these acquired businesses to enhance our core strategic areas of generics, health systems and hospital solutions (including manufactured medical products), specialty pharmaceutical products and services, international and alternate sites of care. 17...

  • Page 19
    ... and the related estimated future interest payments for operating leases having initial or remaining non-cancelable lease terms as described in Note 9 of the "Notes to Consolidated Financial Statements." A purchase obligation is defined as an agreement to purchase goods or services that is legally...

  • Page 20
    ... Financial Statements." Allowance for Doubtful Accounts Trade receivables are primarily comprised of amounts owed to us through our distribution businesses and are presented net of an allowance for doubtful accounts of $135 million and $137 million at June 30, 2015 and 2014, respectively...

  • Page 21
    ... they share similar economic characteristics. Our reporting units are: Pharmaceutical operating segment (excluding our Nuclear Pharmacy Services division and Cardinal Health China - Pharmaceutical division); Nuclear Pharmacy Services division; Cardinal Health China - Pharmaceutical division; Medical...

  • Page 22
    ... 2015, 2014 or 2013. As discussed further in Note 4 of the "Notes to Consolidated Financial Statements", during the fourth quarter of fiscal 2013 we recognized an $829 million ($799 million, net of tax) noncash goodwill impairment charge related to our Nuclear Pharmacy Services division. We review...

  • Page 23
    ... when an award vests. The actual forfeitures in future reporting periods could be higher or lower than our current estimates. See Note 16 of the "Notes to Consolidated Financial Statements" for additional information regarding share-based compensation. Cardinal Health | Fiscal 2015 Form 10-K 22

  • Page 24
    ... inventory reserve. We did not record any LIFO charges or credits in fiscal 2015, 2014 or 2013, respectively. Costs incurred in connection with our spin-off of CareFusion which are included in distribution, selling, general and administrative expenses. 2 23 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 25
    ...) - 3.21 15 % 12 % Fiscal Year 2011 GAAP Restructuring and employee severance Amortization and other acquisition-related costs Impairments and (gain)/loss on disposal of assets Litigation (recoveries)/charges, net Other Spin-Off costs Gain on sale of CareFusion stock Non-GAAP $ $ 1,514 15 90 9 6 10...

  • Page 26
    ... 2013(1) 2012 2011 $ 1.4145 $ 1.2500 $ 1.0900 $ 0.8825 $ 0.8000 During the fourth quarter of fiscal 2013, we recognized a non-cash goodwill impairment charge of $829 million ($799 million, net of tax) related to our Nuclear Pharmacy Services division. 25 Cardinal Health | Fiscal 2015 Form...

  • Page 27
    ... changes. We maintain a hedging program to manage volatility related to these market exposures which employs operational, economic and derivative financial instruments in order to mitigate risk. See Notes 1 and 12 of the "Notes to Consolidated Financial Statements" for further discussion regarding...

  • Page 28
    ... commodity prices through the purchase of finished goods and various energy-related commodities, including natural gas and electricity, through our normal course of business where our contracts are not directly tied to a commodity index. As part of our risk management program, we perform sensitivity...

  • Page 29
    ... consumer products, provides logistics, marketing and other services and operates direct-to-patient specialty pharmacies through Cardinal Health China. See Note 15 of the "Notes to Consolidated Financial Statements" for Pharmaceutical segment revenue, profit and assets for fiscal 2015, 2014 and 2013...

  • Page 30
    ... Our Medical segment distributes a broad range of national brand and our own Cardinal Health brand medical, surgical and laboratory products and provides services to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States, Canada and China and...

  • Page 31
    ...distributors, third-party logistics companies, companies that provide services supporting the development, marketing, distribution and payment for specialty pharmaceutical products and nuclear pharmacies, among others. In addition, the Pharmaceutical segment has experienced competition from a number...

  • Page 32
    ... of contract claims and qui tam actions (false claims cases initiated by private parties purporting to act on behalf of federal or state governments). Our Cardinal Health at Home business and a few of our other businesses are Medicare-certified suppliers or participate in state Medicaid programs...

  • Page 33
    ... can be returned to vendors for credit. We offer market payment terms to our customers. Revenue and Long-Lived Assets by Geographic Area See Note 15 of the "Notes to Consolidated Financial Statements" for revenue and long-lived assets by geographic area. Cardinal Health | Fiscal 2015 Form 10-K 32

  • Page 34
    ...Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (www.sec.gov) where you can search for annual, quarterly and current reports, proxy and information statements, and other information regarding us and other public companies. 33 Cardinal Health | Fiscal 2015 Form...

  • Page 35
    ... of operations and financial condition. Our Cardinal Health at Home business and a few of our other businesses are Medicare-certified suppliers, participate in state Medicaid programs or manufacture or repackage pharmaceuticals that are purchased through federal or state healthcare program. Their...

  • Page 36
    ... centers; • receive, process and ship orders on a timely basis; • manage the accurate billing and collections for thousands of customers; • process payments to suppliers; • facilitate the manufacturing and assembly of medical products; and • generate financial information. Our business...

  • Page 37
    ...injury, subjecting us to product liability claims. We also may be named in breach of contract claims or qui tam actions (false claims cases initiated by private parties purporting to act on behalf of federal or state governments). Our Medical segment's manufacturing businesses operate in an industry...

  • Page 38
    ... Legal Proceedings Properties In the United States, at June 30, 2015, the Pharmaceutical segment operated 22 primary pharmaceutical distribution facilities and one national logistics center; six specialty distribution facilities; and over 150 nuclear pharmacy and cyclotron facilities. The Medical...

  • Page 39
    Market for Registrant's Common Equity Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are listed on the New York Stock Exchange under the symbol "CAH." The following table reflects the range of the reported high and low ...

  • Page 40
    ...Index investments are weighted on the basis of market capitalization at the beginning of each period. June 30 2010 Cardinal Health, Inc. S&P 500 Index S&P 500 Healthcare Index 100.00 100.00 2011 130.68 128.54 2012 137.75 141.09 2013 166.10 180.23 2014 206.92 234.38 2015 222.24 290.99 $ 100.00 $ 137...

  • Page 41
    ... Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Cardinal Health | Fiscal 2015 Form 10...

  • Page 42
    ... over financial reporting as of June 30, 2015, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cardinal Health, Inc. and subsidiaries as of June 30, 2015 and 2014...

  • Page 43
    ... all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cardinal Health, Inc. and subsidiaries' internal control over financial reporting as of June 30, 2015, based on criteria...

  • Page 44
    ... Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended June 30, 2015, 2014 and 2013 Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2015, 2014 and 2013 Notes to Consolidated Financial Statements 44 45 46 47 48 49 43 Cardinal Health | Fiscal 2015 Form...

  • Page 45
    Financial Statements Consolidated Statements of Earnings (in millions, except per common share amounts) Revenue Cost of products sold Gross margin Operating expenses: Distribution, selling, general and administrative expenses Restructuring and employee severance Amortization and other acquisition-...

  • Page 46
    Financial Statements Consolidated Statements of Comprehensive Income (in millions) Net earnings ...) 1,122 $ 9 (7) 2 1,168 $ 18 13 31 365 $ 2015 1,215 $ 2014 1,166 $ 2013 334 The accompanying notes are an integral part of these consolidated statements. 45 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 47
    Financial Statements Consolidated Balance Sheets June 30 (in millions) Assets Current assets: Cash and equivalents Trade ...8,266 1,428 17,939 1,459 5,870 765 26,033 2015 2014 The accompanying notes are an integral part of these consolidated statements. Cardinal Health | Fiscal 2015 Form 10-K 46

  • Page 48
    ... Consolidated Statements of Shareholders' Equity Common Shares (in millions) Balance at June 30, 2012 Net earnings Other comprehensive income, net of tax Employee stock plans activity, including tax impact of $19 million Treasury shares acquired Dividends declared Other Balance at June 30, 2013 Net...

  • Page 49
    ... (281) 1,727 451 60 (5) (19) 110 219 52 8 459 - (32) 15 96 26 42 - 397 - - 859 93 21 31 - $ 1,215 (3) 1,212 $ 1,166 (3) 1,163 $ 334 1 335 2015 2014 2013 The accompanying notes are an integral part of these consolidated statements. Cardinal Health | Fiscal 2015 Form 10-K 48

  • Page 50
    ... to Financial Statements Notes to Consolidated Financial Statements 1. Basis of Presentation and Summary of Significant Accounting Policies Cardinal Health, Inc. is a healthcare services and products company that improves the cost-effectiveness of health care. Cardinal Health, Inc. helps pharmacies...

  • Page 51
    ..., 2013. We have entered into agreements with group purchasing organizations ("GPOs") which act as purchasing agents that negotiate vendor contracts on behalf of their members. Novation, LLC and Premier Purchasing Partners, L.P. are our two largest GPO member relationships in terms of revenue. Sales...

  • Page 52
    ... they share similar economic characteristics. Our reporting units are: Pharmaceutical operating segment (excluding our Nuclear Pharmacy Services division and Cardinal Health China - Pharmaceutical division); Nuclear Pharmacy Services division; Cardinal Health China - Pharmaceutical division; Medical...

  • Page 53
    ... cash dividends per common share of $1.37, $1.21 and $1.025 in fiscal 2015, 2014 and 2013, respectively. Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been Cardinal Health | Fiscal 2015 Form 10-K 52

  • Page 54
    ... the management structure of a business unit in response to changing market conditions). See Note 3 for additional information regarding our restructuring activities. Sales Returns and Allowances Revenue is recorded net of sales returns and allowances. Our customer return policies generally require...

  • Page 55
    ...impact of adoption on our financial position and results of operations. In April 2015, the FASB issued amended accounting guidance that clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. If it is determined that...

  • Page 56
    ... and alternate care customers, is expected to enhance our Pharmaceutical segment's generic pharmaceutical distribution and related service businesses. Harvard Drug also manufactures and repackages generic pharmaceuticals and over-the-counter health care products. Cordis On March 1, 2015, we entered...

  • Page 57
    ...2013 included the loss to write down our gamma sterilization assets as discussed in Note 4. During the fourth quarter of fiscal 2013, we recognized $11 million of employee-related costs related to a restructuring plan within our Nuclear Pharmacy Services division. Cardinal Health | Fiscal 2015 Form...

  • Page 58
    ... this business, the existing workforce of the acquired entity, expected growth from new customers and new products, and improvements to existing technologies. See Note 2 for further discussion of this acquisition. 6. Available-for-Sale Securities During fiscal 2015 and 2014, we purchased marketable...

  • Page 59
    ..., and $450 million aggregate principal amount of 4.9% Notes that mature on September 15, 2045. We used a portion of the net proceeds from the offering to acquire Harvard Drug on July 2, 2015, Cardinal Health | Fiscal 2015 Form 10-K 58

  • Page 60
    ... had no outstanding borrowings from the commercial paper program at June 30, 2015 and 2014. On November 3, 2014, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC ("CHF") until November 3, 2017 and increased the size of the facility from $700 million to...

  • Page 61
    ...carryforwards that, in our opinion, are more likely than not to expire unutilized. However, to the extent that tax benefits related to these carryforwards are realized in the future, the reduction in the valuation allowance would reduce income tax expense. 60 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 62
    ...and have committed to source generic pharmaceuticals through arrangements negotiated by the venture. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of both companies. We are required to pay 39 quarterly payments of $25.6 million to CVS Health which commenced in October...

  • Page 63
    ... fiscal 2015. On April 23, 2015, the United States District Court for the Southern District of New York approved the settlement and entered the order and injunction resolving the matter. Qui Tam Action Our Cardinal Health at Home division was named as a defendant by a private third-party plaintiff...

  • Page 64
    ... resulting from settlements of class action antitrust claims in which we were a class member of $71 million, $24 million, and $38 million during fiscal 2015, 2014 and 2013, respectively. 2014 (in millions) Assets: Cash equivalents (1) Forward contracts (2) Available-for-sale securities (3) Other...

  • Page 65
    ... interest rate swaps (4) Pay-floating interest rate swaps (4) Commodity contracts (3) Commodity contracts (4) Total liabilities (1) (2) (3) (4) $ $ 2 - 1 2 1 6 $ $ 1 1 5 - - 7 $ $ 3 - 8 - 11 $ $ 1 10 5 1 17 2015 2014 (in millions) Balance at June 30, 2013 Additions from acquisitions Changes in fair...

  • Page 66
    ...Jun 2015 - Jun 2022 committed, revenue and expenses. The principal currencies hedged are the Canadian dollar, Mexican peso, European euro and Thai baht. We enter into commodity contracts to manage the price risk associated with forecasted purchases of certain commodities used in our Medical segment...

  • Page 67
    ... instruments: (in millions) Foreign currency contracts (1) (1) $ 2015 (45) $ 2014 12 $ 2013 6 Included in other income, net in the consolidated statements of earnings. Fair Value of Financial Instruments The carrying amounts of cash and equivalents, trade receivables, net, accounts payable and...

  • Page 68
    ...Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, over-the-counter healthcare and consumer products in the United States. This segment also operates nuclear pharmacies and cyclotron facilities, provides pharmacy operations, medication therapy management...

  • Page 69
    ... for each reportable segment and Corporate at June 30: (in millions) Pharmaceutical Medical Corporate Total assets $ $ 2015 17,385 7,095 5,662 30,142 $ $ 2014 15,361 6,768 3,904 26,033 $ $ 2013 16,258 6,521 3,040 25,819 Stock Options Employee stock options granted under the Plans generally vest in...

  • Page 70
    ... in years 1.8% - 2.1% 26% 1.7% - 1.9% 7 2014 1.9% - 2.0% 27% 1.8% - 2.4% 6 2013 1.1% - 1.3% 29% 2.1% - 2.5% 6 Restricted Share Units Restricted share units granted under the Plans generally vest in equal annual installments over three years. Restricted share units accrue cash dividend equivalents...

  • Page 71
    ...fiscal 2015, 2014 and 2013, respectively. (1) 339 3 278 - 315 - 234 $ 0.80 0.79 $ 0.92 0.91 $ 0.69 0.68 18. Subsequent Events On July 2, 2015 we completed the acquisition of Harvard Drug for $1.1 billion, net of cash acquired, as discussed in Note 2. Cardinal Health | Fiscal 2015 Form 10...

  • Page 72
    ... historical customer return trends, margin rates and processing costs. Prior to this change in policy, we recognized sales returns as a reduction of revenue and cost of products sold for the sales price and cost, respectively, when products were returned. 71 Cardinal Health | Fiscal 2015 Form 10...

  • Page 73
    ... Officer Chief Executive Officer, Medical segment Chief Executive Officer, Pharmaceutical segment Chief Legal and Compliance Officer Executive Vice President, Customer Support Services and Chief Information Officer Chief Human Resources Officer Executive Vice President, General Counsel and Corporate...

  • Page 74
    ... EIP in 2007, and no new awards may be granted to non-employee directors under the ODEIP. The other information called for by Item 12 of Form 10-K is incorporated by reference to our 2015 Proxy Statement under the caption "Share Ownership Information." 73 Cardinal Health | Fiscal 2015 Form 10-K

  • Page 75
    ..., 2015, 2014 and 2013 Notes to Consolidated Financial Statements (a)(2) The following Supplemental Schedule is included in this report: Page Schedule II - Valuation and Qualifying Accounts 71 All other schedules not listed above have been omitted as not applicable or because the required information...

  • Page 76
    ... 2012) (incorporated by reference to Exhibit 10.3 to Cardinal Health's Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)* Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (grants made to executive officers in August 2013...

  • Page 77
    ... Health, Inc. and Jon L. Giacomin (incorporated by reference to Exhibit 10.1 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No. 1-11373)* Retirement Letter Agreement, dated June 10, 2014, between Cardinal Health, Inc. and Jeffrey W. Henderson...

  • Page 78
    ...reference to Exhibit 10.8 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373) 10.15.1 Five-Year Credit Agreement, dated as of May 12, 2011, among the Company, certain lenders, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America...

  • Page 79
    ..., Financial Statement Schedules Signatures Not applicable The information called for by Item 11 of Form 10-K is incorporated by reference to our 2015 Proxy Statement under the captions "Compensation Discussion and Analysis," "Executive Compensation" and "Director Compensation." The information...

  • Page 80
    ... (principal executive officer) Chief Financial Officer (principal financial officer) Senior Vice President and Chief Accounting Officer (principal accounting officer) Director Director Director Director Director Director Director Director Director Director 79 Cardinal Health | Fiscal 2015 Form 10...

  • Page 81
    Additional Information Cardinal Health | Fiscal 2015 Form 10-K 80

  • Page 82
    ... 08876 Attn.: Vice President, Law Johnson & Johnson Law Department One Johnson & Johnson Plaza New Brunswick, NJ 08933 Attn.: General Counsel MD&D Re: Project Valentine/Orkney - Allocation of Purchase Price Ladies and Gentlemen: Reference is made to the Stock and Asset Purchase Agreement (the "SAPA...

  • Page 83
    ... Extension Letter] Very truly yours, CARDINAL HEALTH, Inc., By /s/ Sam Samad Name: Sam Samad Title: Senior Vice President & Treasurer Acknowledged and agreed to as of the date set forth above: ETHICON, INC., By /s/ Alan J. Rae Name: Alan J. Rae Title: Vice President, New Business Development

  • Page 84
    ...Cardinal Health, Inc. and Subsidiaries Computation of Ratio of Earnings to Fixed Charges June 30 (in millions, except ratios) Earnings before income taxes and discontinued operations... (1.8) 2,123.9 13.6 $ 2011 1,518.3 $ 2012 1,698.1 $ 2013 888.3 $ 2014 1,798.3 $ 2015 1,967.3 The ratio of earnings ...

  • Page 85
    ..., LLC Tradex International, Inc. WaveMark, Inc. State/Jurisdiction of Incorporation Hong Kong Delaware Ireland Malaysia Luxembourg Malaysia Malta Delaware Delaware Delaware Puerto Rico Puerto Rico Singapore Delaware Ohio Nevada Switzerland Mexico Mexico Netherlands Vermont Nevada Delaware New York...

  • Page 86
    ... 13, 2015, with respect to the consolidated financial statements and schedule of Cardinal Health, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Cardinal Health, Inc. and subsidiaries, included in this Annual Report (Form 10-K) of Cardinal Health, Inc...

  • Page 87
    ...financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 13, 2015 /s/ GEORGE S. BARRETT George S. Barrett Chairman and Chief Executive Officer...

  • Page 88
    ... report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 13, 2015 /s/ MICHAEL C. KAUFMANN Michael C. Kaufmann Chief Financial Officer...

  • Page 89
    ... and Chief Executive Officer of Cardinal Health, Inc. (the "Company"), and Michael C. Kaufmann, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, that: (1) the Annual Report on Form 10-K for the fiscal year ended June 30, 2015 containing the financial statements...

  • Page 90
    ...the U.S. Department of Justice for conduct covered by the settlement agreement that we entered into in connection with the DEA's suspension of our Lakeland, Florida distribution center's registration to distribute controlled substances; the loss of, or default by, one or more key suppliers for which...

  • Page 91
    ... currency volatility and global competition, in addition to risks associated with compliance with U.S and international laws relating to global operations; difficulties or delays in the development, production, manufacturing, sourcing and marketing of new or existing products and services, including...