Filed by Cardinal Health, Inc.
                          Pursuant to Rule 425 under the Securities Act of 1933

                                     Subject Company:  Syncor International Inc.
                                                  Commission File No. 000-08640




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                                                     Moderator:  Steve Fischbach
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                                 CARDINAL HEALTH

                           MODERATOR: STEVE FISCHBACH
                                OCTOBER 22, 2002
                                   8:30 AM CT


Operator:      Good morning.  My name is David and I will be your conference
               facilitator today.

               At this time I would like to welcome everyone to the Cardinal
               Health first quarter earnings conference call.  All lines have
               been placed on mute to prevent any background noise.  After the
               speaker's remarks there will be a question and answer period.
               If you would like to ask a question during this time simply
               press star then the number one on your telephone keypad. If you
               would like to withdraw your question press the pound key. Thank
               you.

               Mr. Fischbach you may begin your conference.

Steve Fischbach:  Good morning and thanks for joining us today.

               Today we will discuss Cardinal Health's fiscal 2003 first quarter
               results. The portion of our remarks will be focused on the
               business segment attachment of our



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               earnings release.  If you don't have a copy of that release, you
               can access it over the Internet at the Investor Center at
               www.cardinal.com.

               Speaking on our call today will be Bob Walter,  Chairman and
               Chief Executive Officer and Dick Miller, Chief Financial
               Officer.  After their formal remarks, we will open the phone
               lines for your questions where we will have available Jim
               Millar, President and Chief Operating Officer of Pharmaceutical
               Distribution and Medical Surgical Products and George Fotiades,
               President and Chief Operating Officer of Pharmaceutical
               Technologies and Services.  As always, as we get the questions,
               we ask that you limit yourself to one question at a time.

               Before we begin, please remember that today's call may include
               forward-looking  statements which are subject to risks and
               uncertainties   which  could  cause  actual   results  to  differ
               materially from those projected or implied.  The most significant
               of  those  are in  Cardinal's  Form  10-K and  10-Q  reports  and
               exhibits to those reports.  Cardinal  undertakes no obligation to
               update or revise any forward-looking statement.

               In connection  with Cardinal  Health's  proposed  acquisition  of
               Syncor  International, information  regarding the identity of the
               persons who may be deemed to be participants in the  solicitation
               of Syncor stockholders is set forth in schedule 14A as filed with
               the SEC by Syncor on June 14, 2002.

               In connection  with the proposed  acquisition, Syncor has filed a
               definitive proxy statement and has mailed that proxy statement to
               its   stockholders  and  Cardinal  Health  has  filed  a  related
               registration statement.  Investors and stockholders of Syncor are
               urged to read the definitive proxy statement carefully, because
               it will contain important  information about Cardinal Health,
               Syncor and the proposed acquisition.  Free copies of those
               documents are


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               available  from the SEC and can also be  obtained  from  Cardinal
               Health and Syncor.

               At this time, I would  like to turn the call over to Bob Walter
               to begin today's discussion.

Robert Walter: Good morning.

               The  financial  momentum that Cardinal  Health  experienced  last
               fiscal year has continued  into the first quarter for fiscal '03.
               The  results we will  discuss  today came in as we  expected  and
               they're outstanding, outstanding.

               Let me start by reminding you of a few things. First of all, this
               the 77th  quarter in a row that I've  personally  reported to the
               market on our results. In each we have met or beat guidance. This
               is the start of our 16th year in which we have reported  earnings
               per share growth of 20% or greater  with rising  returns on sales
               and capital. Frankly it was a wonderful quarter, but there were
               no blockbuster deals, initiatives, announcements or one-time
               events, just great solid performance.

               Of course  there  were  highlights  like the  performance  of our
               Pharmaceutical  Distribution and Provider Service segment and the
               Automation and Information  Services segment but it was just good
               performance without. We have diverse earnings sources all focused
               on health care with good visibility  with no major  concentration
               with any one customer or business segment so you might say it was
               business as usual.  We  delivered  what you  expected and equally
               important, what our  customers  and  Cardinal  Health  associates
               expected.  I suppose  that is the  exciting  part of the Cardinal
               Health  story.  We  deliver  what you  expect  and you have  good
               visibility to the future.



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               Now don't take my lack of  superlatives  as indicative of lack of
               excitement about the future.  I'm feeling great about our
               history, or about our industry, about how we are positioned, the
               adequacy of resources and the  opportunities  we are  pursuing.
               We have a leading market position in every one of our businesses.
               We have a broader offering than our competitors and more
               resources.

               Dick will provide the financial details and segment results, but
               I want to  point  out up  front  is  something  that has been the
               hallmark of our quarterly earnings announcements, record breaking
               results  across  the  businesses.  In  fact we  broke  all of our
               previous first quarter records in the key consolidated metrics.

               Earnings per share rose 22% to 67 cents. Operating revenues up to
               11.4 billion,  up 16%. Operating  earnings were $486 million,  up
               18%.  At the same time  return on sales,  committed  capital  and
               equity were also new records.  We accomplished  all of this while
               keeping  our net  debt to  capital  at only 17% and  executing  a
               pre-announced  stock buyback  program and  continuing to reinvest
               significant cash back into our businesses.

               We have a strong  business  model,  we focus on execution  and we
               continue to reinvest for the future.  Our strong  business  model
               starts  with  solid  core  industry   economics  and  a  superior
               competitive  position  for  Cardinal  within  the  industry.  The
               industry has attractive growth and returns. Our strategy has been
               built,  has  been  to  build  a wide  range  of  services  to our
               customers,  both manufacturers and providers of healthcare.  This
               is  paying  off.  We sit  between  a highly  fragmented  group of
               manufacturers  and providers and we have an exceptionally  unique
               vantage  point  from which to develop  customized  solutions  for
               customer's issues.



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               The competitive  position of each of our businesses  continues to
               strengthen.  In each area, we are improving the scope and scale
               of what we do and extending our  profitability  advantages.  We
               have leading  market  positions, which is  reflected  in our
               superior returns on sales and capital at each of our businesses.

               Cardinal offers its customers so many unique proprietary products
               and services by which they each create  tremendous  value yet the
               additional  advantage  is  that  we pull  together  these  unique
               offerings to create value for the customer.

               Focusing on  integration of our business is starting to show some
               interesting  momentum.  We had more  than 120  corporate  service
               agreements  in place with  providers of  healthcare  that combine
               multiple Cardinal Health services, representing over $1.5 billion
               in annual volume. Most of those agreements combine at least three
               Cardinal Health services.  In the future, we will begin reporting
               on our  successes  in  bundled  offerings  in our  Pharmaceutical
               Technology service area for the pharmaceutical manufacturer.

               A specific  integration  opportunity  that in my opinion  will be
               significant is the pending  acquisition of Syncor  International,
               the leader in nuclear  pharmacy  services.  Nuclear  pharmacy  by
               itself  is  a  great   business  but  frankly   there  are  other
               potentially huge benefits and that is in providing  manufacturers
               a more effective way to get unique pharmaceuticals to market. PTS
               sales  and  marketing  capabilities  will  play  a  big  role  in
               realizing this potential.

               This  acquisition  is expected to close shortly after the vote of
               Syncor  shareholders on November 19.  Incidentally  Syncor's core
               nuclear pharmacy  business along with Cardinal/s nuclear pharmacy
               business are performing exceedingly well.



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               In the coming months we will be more aggressive about
               articulating  the full value of Cardinal Health to our customers.
               You received a little  glimpse of that approach in the Annual
               Report where we talked about  ourselves in terms  of  broad
               capabilities  not  just  company  products  and services.  The
               new logo  also  signals  a shift  in the  Cardinal Health  brand.
               We are going to market  in the  future  under one name,  one
               brand,  Cardinal  Health.  You'll hear more about that very soon.

               A second core element of our business success is execution. While
               our  business  model makes sense we still must  execute.  We have
               been  doing  that  for a  long  time a  couple  of  basis  points
               improvement at a time. This quarter's results reflect that focus.

               Operational   improvements  are  going  well.  Three  significant
               examples are the  integration of Bindley Western almost 18 months
               ahead of our original  plan and with  synergies  ahead of target.
               Secondly, the reorganization of the Medical Products and Services
               segment which is delivering significant  improvements in cost and
               third  example  is the  change  in  business  model at Pyxis to a
               build-to-order  scene which has  improved  both  margins and cost
               structure.   All  three  of  these   initiatives  are  delivering
               significant improvement. So it isn't just getting more sales it's
               also  about   converting   existing  sales  levels  to  a  higher
               profitability.

               The third part of our  business  strategy is  reinvestment.  This
               quarter we invested another $25 million out of current  operating
               earnings on  strategic  projects  that will help pave the way for
               the future. You will see some exciting new product  introductions
               in both our automation and medical  surgical  businesses over the
               next few months all of which are possible  because we've invested
               in product development in past years.


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               Our capital  expenditures  this quarter were $70 million and that
               was  necessary to keep our physical  facilities  and  information
               technology   productive  and  technologically   current.  We  are
               investing for the future there also.

               Our cash  flow is  superb.  We will  continue  to  invest  in our
               current  operations,  acquisition  opportunities  and  repurchase
               stock.  From my perspective in looking at acquisitions as long as
               it's  strategic,  economic  and  cultural  fits are  right  we're
               looking, but acquisition  must add value for our customers and we
               do have the management capacity to absorb additional operations.

               Overall, this quarter was a continuation of the themes of the
               past. solid business fundamentals combined with execution and
               follow-on adjusting.  I'm really  pleased  about where the
               businesses  are right now.

               I'll now turn this  over to Dick  for  further  details  on the
               financial and business highlights.

Richard Miller: Okay.  Thank you Bob.

               I'd like to echo  Bob's  sentiments  regarding  this  quarter's
               results. As demonstrated by our numbers, particularly
               during these unsettling economic times, the company continues its
               long-standing tradition of delivering exceptional financial
               performance.

               Before I get into the  quarter I thought  I might  update  you on
               just a few  matters  that  were open  when we  reported  our last
               quarter's results.

               First of all we have  filed our 10-K with a clean  audit  opinion
               from Ernst & Young. Secondly,  (Bob) and I have filed our initial
               certifications  attesting to the accuracy of our reported results
               and then thirdly we have completed the




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               SEC's  review  of  Cardinal's  filings  as  part  of  the  Syncor
               registration  statement process. As expected all these items were
               completed on time and without incident.

               Now let me turn to the quarter.

               Cardinal has once again delivered an outstanding, record breaking
               quarter  to start our new  fiscal  year.  Today I'd like to share
               with you my  perspectives on the results for the quarter,  review
               our  balance  sheet  and  cash  flow  performance,  provide  some
               comments on each of the  business  segments  and then confirm our
               outlook for the remainder of the year.

               Let me remind you that  beginning with this quarter all financial
               information  is  reported  on  an  apples  to  apples  comparison
               considering  the impact of  adopting  FASB  Statement  142 at the
               beginning of last year,  our fiscal year 2002.  Simply put we now
               have no goodwill  amortization in either of the periods presented
               and our gross numbers are just those that are reported.

               Additionally, all my remarks  exclude the impact of special items
               which are comprised  primarily of merger-related charges incurred
               in the  current  period as a result  of our  prior  acquisitions,
               mainly Bindley.

               Let me first look on a consolidated basis.

               I'm pleased to report that the company once again  generated  the
               exceptional  financial results that our  shareholders,  customers
               and employees  have come to expect.  Some key  observations;  our
               operating  revenues increased 16% driven by increases across each
               of our business  segments with  exceptional  performance from the
               Pharmaceutical  Distribution and Provider Services and Automation
               and  Information  segments.  Productivity  management, which is a


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               hallmark of our business model, delivered  exceptional  operating
               earnings  leverage  resulting in a first quarter record return on
               sales of 4.26%.  Our  expenses  only  increased 4% on 16% revenue
               growth and we're  basically flat in terms of absolute  dollars in
               our two largest segments.  Our earnings per share rose 22% during
               the quarter  exceeding our guidance of growing earnings per share
               by 20% annually.

               While these results are impressive they are not at the expense of
               growths  to be  generated  in  the  future.  As  Bob  mentioned
               investment    spending   for   future   growth   continues   with
               approximately  $25  million  of the  current  quarter's operating
               earnings   reinvested   to  fund  R&D  and   strategic   business
               initiatives  across  the  organization.  Our  confidence  in  the
               strength of our financial  performance is further demonstrated in
               our  commitment  to  deploy  a total  of  over  $100  million  in
               investment spending during this fiscal year.

               In  addition  to our  investment  spending we also spent over $70
               million for capital addition  primarily focused on increasing our
               operational  scale  and  efficiency  as  well as  keeping  our IT
               systems   updated.   You  should   expect  to  see  our   capital
               expenditures  continue at about this level throughout the year as
               we continue to reinvest in our businesses.

               The combination of our outstanding  earnings  performance and our
               focus on leveraging  capital  deployed in each of our  businesses
               culminated in record first quarter return on committed capital of
               33%. That's a 340 basis point improvement from the prior year.

               Focused, execution and attention to detail is a Cardinal
               tradition and has  long  been  ingrained  into  our  business
               model.  This philosophy  drives strong asset  management  and
               working  capital efficiency  across  the  company.  That
               resulted  in  increasing inventory  turns in the quarter and
               first quarter  record


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               lows in receivable  days of only 19 days and first quarter record
               low net debt to capital  ratio of only 17%.  Our return on equity
               increased  70 basis  points from the prior year period to a first
               quarter   record   of  19%  which  is   particularly   compelling
               considering the company's low debt levels.

               At  September  30  our  balance   sheet  remains  as  strong  and
               conservatively  positioned as it has ever been.  The company used
               operating  cash of only $14  million for the  quarter.  That's an
               improvement  of $467 million  from the prior year period  despite
               this being a period when you might  expect to see a seasonal  use
               of cash.

               While  our  receivables  increased  during  the  quarter  by $259
               million  that's only an 11% increase in a quarter  when  revenues
               grew 16%.  Especially  notable  were  declines  in our days sales
               outstanding in both the Pharmaceutical  Distribution and Provider
               Services and the Medical Surgical Product and Services segment.

               On the inventory side we actually reduced inventory levels by 111
               million during the quarter. This was driven by three factors.

               First,  as we have continued  integrating  Bindley  operations we
               have  consciously  focused on reducing  safety  stock  levels and
               achieving  working  capital   synergies  from  the  merger.   Our
               investment in large scaleable facilities has allowed us to absorb
               the  Bindley  operation  and  free  up  working  capital  through
               economies  of scale.  I ask you to recall that at the time of the
               merger, which was less than two years ago, our combined company
               had 41 pharmaceutical distribution facilities.  Today that number
               has been reduced to 28.





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               Secondly,  as we  expected  the shift  from  branded  to  generic
               pharmaceuticals  has  reduced our  investment  in  inventory.  We
               estimate that the fact,  that the effect of the  transition  that
               occurred in the current  quarter  allowed us to reduce the dollar
               value of our inventory investment by about $500 million.  This is
               all part of the reason why the shift to  generics is good for our
               business.

               And a third reason is that there are just general  timing  issues
               around when inventory gets received and paid for.

               We remain confident in our ability to deliver between 900 million
               and $1 billion of  operating  cash flow for the full  fiscal year
               consistent  with our  previous  guidance.  In summary our balance
               sheet and capital capacity is well positioned to continue to be a
               competitive asset for our business strategy.

               Recognizing  the value that a properly  executed share repurchase
               program can  deliver to our  shareholders, the company  continued
               its investment strategy of repurchasing stock. During the current
               quarter, approximately 6.6 million shares were repurchased having
               an aggregate  cost of  approximately  $393 million which averages
               out to less than $60 per share. As of September 30, approximately
               $280 million  remains  available  under our currently  authorized
               share  repurchase  program  and  over the  past 12  months  we've
               repurchased  11.7  million  shares  having an  aggregate  cost of
               approximately $720 million.

               Now let me turn to the segments.  While the consolidated  results
               certainly deserve the limelight here, they are made all that more
               impressive  by the fact that they were  achieved as the result of
               strong balanced performance in all of our business segments. I've
               often  said that  it's not just the  numbers  but the  underlying
               quality of the earnings that needs to be considered.  Let me give
               you some highlights that will emphasize that.



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               Let  me  start  our  segment   discussion   with   Pharmaceutical
               Distribution  and Provider Services, which  represents 51% of the
               company's  operating  earnings.  This segment  experienced strong
               revenue  growth of 17% during the quarter, which was leveraged to
               21% operating  earnings  growth and a first quarter record return
               on sales of 2.86%.

               Some of the  highlights  would  include;  we had  strong  revenue
               performance  driven  by 19%  growth  in our  chain  store and 25%
               growth in our alternate  care customer  classes.  The chain store
               and alternate care customers are approximately 47% and 27% of our
               distribution customer mix respectively.  Continued revenue growth
               of these customers who reside in the fastest growing  segments of
               the market coupled with the operating  expense leverage  afforded
               to us by  serving  them  will be a primary  driver  of  operating
               earnings  growth for this segment.  Gross margins  continue to be
               favorably  impacted  by  vendor  margin  programs  offset  by the
               selling margin impact of the continued shift to larger customers.

               The Bindley  merger  continues  to pay synergy  dividends.  While
               expense   synergies   continue  to  benefit  our  cost  structure
               contributing  to a first  quarter  record  low SG&A  rate of just
               2.06%  we're also  achieving  significant  capital  synergies  by
               integrating  our  operations.  When  combined  with  the  capital
               efficiency generated by the switch to generics and our  continued
               focus  on asset  management,  we were able to hold our  committed
               capital  flat  compared  to a year ago and  drive  our  return on
               committed capital to an all time record 34.7% in this segment.

               Let me now move to the Medical  Surgical  and  Products,  Medical
               Surgical  Products and Services segment, which  represents 27% of
               our  operating  earnings.  This  segment  generated  a healthy 6%
               revenue  increase  for the  quarter, which was  leveraged  to 10%
               operating  earnings  growth and a first



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               quarter record return on sales of 8.70%.  The highlights for this
               segment would include our self manufactured  products represented
               approximately  34% of the revenue mix for the quarter and grew at
               a  slightly   slower   pace  than  the  growth   experienced   in
               distribution.  This is a  typical  trend  that we see when  we're
               adding new distribution  business with our strategy of increasing
               the  self  manufactured  products  as the  customer  relationship
               matures.

               The  reorganization  in this  segment  that we  announced  in the
               fourth  quarter  last year has had a  positive  impact on expense
               leverage within the segment.  This as well as other  productivity
               improvement  drove our SG&A expense ratio to a record low 12.21%.
               The expense salaries in this segment actually  declined by nearly
               $2 million versus last year.

               While we see the overall market growth rate from Medical Surgical
               remaining in the mid single digits, the combination  of continued
               strong demand for higher margin self manufactured products, cross
               selling   opportunities   with  other  Cardinal   businesses  and
               continued productivity enhancements will allow us to increase the
               earnings  growth rate  in this  segment  as the  year  progresses
               consistent with our prior guidance.

               Let me next deal with  Pharmaceutical  Technologies  and Services
               which represents 13% of the company's  operating  earnings.  This
               segment  delivered  strong  revenue  growth  of  18%  during  the
               quarter.  The segment  continues to embrace the  Cardinal  Health
               brand by quickly integrating strategic acquisitions and executing
               a cohesive go-to-market strategy.

               Some of the highlights for the quarter;  sterile  manufacturing,
               development and analytical services as well as sales and
               marketing services  continue  to perform  well.  We're very
               confident  and excited that the strategic  investments made in
               this segment will drive significant opportunities in the future.




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               The impact of the business and product mix caused  upward  trends
               to occur in both our gross margin and expense ratios, however our
               return on sales stayed relatively flat. As expected the timing of
               the  launch of  certain  pipeline  products  and the  staging  of
               performance  for certain  strategic  investments  in this segment
               will cause the first half of the fiscal year to be slow  relative
               to the second  half.  We  continue to expect  earnings  growth to
               exceed 25% for the full fiscal year.

               The  integration of Magellan Labs and Boron LePore, both of which
               were just acquired in the fourth quarter last year, is proceeding
               very well. Both of these businesses made a positive  contribution
               to  earnings in the current  quarter.  Since these were  purchase
               acquisitions  they also contributed to the growth  experienced by
               the segment.

               Our  reported  16%  operating   earnings  growth  was  negatively
               affected  by the  impact of a net  one-time  benefit in the first
               quarter  a year  ago.  That was  primarily  related  to a pricing
               adjustment for claims against vitamin  manufacturers  for amounts
               overcharged  in prior years.  This negative  impact was offset by
               the  additional  earnings  from  Magellan and Boron LePore in the
               current  quarter, such that on a fully adjusted basis the organic
               growth rate remained at 16%.

               Last but certainly not least is our  Automation  and  Information
               Services segment which  represents 9% of the company's  operating
               earnings.  This  segment  had a  fantastic  quarter  with  strong
               revenue  growth of 24% which was  leveraged  up to 55%  operating
               earnings  growth and a first  quarter  record  return on sales of
               34.51%.



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               The key highlights in this segment revolve around the operational
               changes we made.  As a point of reference  remember that it was a
               year ago that we  implemented  the  operational  improvements  at
               Pyxis which  included  changing  to a made-to-order manufacturing
               process and streamlining sales and customer service processes. As
               I look back at that decision, which fundamentally changed the way
               we operate  and  control  this  business,  it was clearly a great
               decision for our people, our customers and our shareholders.

               When we  announced  the change  last year we  estimated  that the
               impact  would be an  improvement  in our  return  on sales of 115
               basis  points.  That was split  between 55 basis points of margin
               improvement and 60 basis points of expense  reduction.  I'm happy
               to report that we are well exceeding those expectations.

               To  illustrate  that  point we need to look no  further  than the
               current  quarter.  Gross  margins  aided by a strong  product mix
               increased 394 basis points while operating  expenses declined 308
               basis points.  Importantly the  improvements  don't stop with our
               profitability.  The changes we have made have also contributed to
               enhanced  working capital  management  with lower  investments in
               receivables  and  inventories  which yielded  improvements in our
               return on committed capital to 27.1% versus 20.3% last year.

               Pyxis is the pioneer in use of  automation  in the  hospital  and
               they  continue  this legacy of innovation in the new products and
               enhancements that they bring to the market.  Their innovative and
               proprietary  products  and  service  offering  coupled  with  the
               chronic shortage of healthcare  professionals and the urgent need
               for  patient  safety  initiatives  to  reduce  the  incidents  of
               medication  errors  will  continue  to be the  primary  driver to
               future growth in this segment.





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               In closing  I'd just like to comment on our  outlook for the rest
               of the year.  We finished  our fiscal 2002 with a lot of momentum
               throughout our  businesses and we've seen that momentum  manifest
               itself  in our  outstanding  first  quarter  results.  While  the
               overall  economic  situation  continues  to be  unpredictable  we
               believe that the healthcare  industry in general and our place in
               that industry specifically give us an extremely positive position
               for the future.

               We enter the second  quarter with a great deal of  confidence  in
               our  ability to  continue  to  deliver  the  consistent  balanced
               financial performance that you have come to expect from Cardinal.
               We  remain  comfortable  with the  guidance  for the year that we
               provided  during our August Investor  Conference.  That calls for
               20%  earnings  per share  growth  supported  by strong  growth in
               performance  in each of our operating  segments along with rising
               returns on sales and capital with continued investment spending.

               Thank you for your attention.  Operator we'd now like to open the
               call up for questions.

Operator:      Thank you.

               Ladies and gentlemen at this time I would like to remind everyone
               in order to ask a question  please press star then the number one
               on your  telephone  keypad.  We'll  pause  for just a  moment  to
               compile our Q&A roster.

               Your first  question  comes from  Robert  Willoughby  of Credit
               Suisse First Boston.

Robert Willoughby: Thank you. Bob or Dick I  guess the,  you  did about  a
               billion  dollars in cash from  operations last year. The guidance
               is for that range again this year despite what should be stronger
               earnings and $465 million (unintelligible)



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               cash flow in the first quarter,  you know, where is the big spend
               on cash flow coming here going forward?

Man:           I think Bob.

Robert Walter: Well Bob, we're obviously headed where we thought we would be
               which is good news so, the, and some of that swing Bob is just
               timing of investment  in  inventory.  But our cash flow is coming
               in better than what we thought  at this  point and so,  you know,
               we might have  good  news in terms of cash  flow at, by the time
               we get to the end of the year, you know.

               I think accounts  receivable  management is really excellent and,
               you know, the two big participants there because that's where the
               big dollar volume is is  Pharmaceutical  Distribution and Medical
               Surgical side so, you know,  we're  executing  there well.  We're
               realizing  savings  in  inventory  management  as we  consolidate
               facilities  and so  that's a  positive  but,  you  know,  we feel
               strongly  about meeting or exceeding what we laid out in terms of
               what our cash flow was, projections.

               Dick anything else you want to add?

Richard Miller: Yes I, the only thing I'd add to that Bob would be just
               a reminder  that last years  numbers did have about $150  million
               benefit from the Pyxis securitization.

Robert Willoughby:    Okay.

Richard Miller:That we did last year that's not included in our guidance for the
               current  fiscal  year and then the other  thing that we have that
               just, you know, changing,



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               changes every year is just the timing of some of our tax payments
               and some of our deferred tax turnaround.

Robert Walter: But,  you know, I think we've been talking a lot about our rising
               returns and our rising  returns are  turning in  excellent  asset
               management and just turn it into great results. And so you'll see
               terrific performance on the cash side for the year.

               Next question.

Operator:      Your next question comes from Larry Marsh of Lehman Brothers.

Larry  Marsh:  Thanks Bob,  good morning.  I just wanted to maybe  follow-up a
               bit.  Dick you did a good job of breaking  down the  components
               of, you know,  why there wasn't the typical build in  inventories
               from June to September  with that maybe you'd  elaborate a little
               bit more about  that.  How much,  you know,  of an impact on your
               cash flow was the total switch of, to generics and, you know, are
               we going to see any more  benefit in terms,  you know,  inventory
               build with further  reduction in Bindley safety stock?  And then,
               you know,  would we anticipate them building  inventories  toward
               the end of the calendar  year in Q2 so it would be a cash user in
               Q2 and then the traditional  pattern in the second half. I'm just
               wondering if the  seasonality  of cash flows has changed a little
               bit or is  this  just  a  particularly  good  quarter,  if  you'd
               elaborate on that.

Robert Walter: Well let me turn over to Dick but, you know, as I said to you
               we're performing well and we're headed where we thought we would
               be.

Larry Marsh:   Right.






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Robert Walter: There is a little bit of  seasonality,  I mean,  you're,  there's
               always a little bit of timing and Dick said that in his  comments
               that,  you  know,  it's not  exactly  predictable  in,  you know,
               between  quarters.  But  overall  I  don't  see a  change  in our
               patterns, sense a change in our patterns other than I see general
               improvement in our cash flow, you know, we've, the same as on the
               expense side we're  getting more  efficient on the expense  side,
               you know,  we are  getting  even  better on the asset  management
               side.

               Dick you want to comment on that?

Richard Miller:Yes.  Yes I guess  Larry  in terms of your  question  about the
               impact of the  generic  switch  in the  quarter,  you know,  it's
               difficult to predict with absolute accuracy but just based on the
               increase in generics as a percentage  of our overall  inventories
               we  estimated  that that  impact  was about  $500  million in the
               September quarter.  Now, you know,  depending on to the degree of
               additional  switching and levels of generics versus the remainder
               of the  inventory  during the rest of the year,  you know,  there
               could be some additional future impact there as well. You know we
               would  anticipate,   you  know,  to,  you  know,  probably  build
               inventories in the December quarter as you've seen in the past.

Robert Walter: But Larry  we've,  I think we've seen the most of this stuff at
               the August quarter.  It's come in better than we thought. I think
               the generic...

Larry Marsh: Right.

Robert Walter: ...formula   most  people  have  focused  on  gross margin,  the
               impact of gross margin  percentages  in generics but we've also
               been trying to talk about,  you know, that our investments  less,
               our  investment in  receivables  is less and less in inventory is
               important to the generic  program.  It's just that it's  becoming

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               significant  because  the switch outs are so big right now. So we
               try to give you a little  flavor  and when you get to be the size
               we are it's a, you know,  I think Dick cited it's almost a half
               a billion dollar impact. Jim any comments from your  standpoint
               on inventory  levels or build, anything unusual you're seeing?


James Millar:  I think it's,  again it's the Bindley  consolidation  and also we
               can't forget about the  receivable  side of the equation  because
               we've got less capital tied up there.

Robert Walter: Next question.

Operator:      Your  next  question  comes  from  Chris  McFadden  of  Goldman
               Sachs and Company.

Chris McFadden: Thanks,  good  morning.  Nice  quarter  everyone.  Could  we
                drill down a little bit...?

Robert Walter: Hey Chris we're having trouble hearing you.

Chris McFadden: Okay.  Is this a little bit better?

Robert Walter: A little bit, yes.

Chris McFadden: Okay.  Could  we drill  down  a little  bit on the  Med  Surg
               business,  you  know,  two of  your  larger  competitors  in that
               segment have been reporting, you know, less than ideal results. A
               slower revenue growth than you've reported, not as strong in some
               of the key  operating  trends.  I was  interested in an update on
               what you see is going on in that market  and how you  expect  to
               think





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               about the alternate  site channel as you move through the balance
               of '03? Thanks.

Robert Walter: Hey let me see if I can field  that  pieces of it on the Med Surg
               side.  One,  we're just doing better,  I mean,  that's  obviously
               there's  only,  there's  three major  competitors  in that market
               place and if we do better  there's  only so much  business  to go
               around  and so we  outgrew  them on the top  line.  We have  been
               performing  extremely well for a long period of time and Med Surg
               frankly,  you know, our 10% operating earnings  improvement isn't
               up to what we expect to be go  forward.  I think  you'll see that
               getti even better.

               Let me let Jim kind of pick up and say a few things that he may
               want to talk about on the Med Surg side.

James Millar:  Yes Chris the revenue line is certainly, we're pretty impressed
               with that and we feel that our cross selling  initiative
               are paying us big returns in terms of our corporate sales.

               I  think  the  other  side  of  it  from  an  operating  earnings
               standpoint is we took a charge for restructuring at the end of
               the fourth  quarter for this  business and you start seeing it in
               the results of the expenses and we've got, we think we're
               positioning the business on a go-forward basis in a better
               position on the cost side of it.

               On the  alternate  site  market we continue to focus in this area
               and  looking at both the  physician  market as well as, you know,
               the associated surgery center business and long term care so
               those are our areas of focus.  Outside that is a faster  growing
               market segment and we look  forward to the rewards  that is going
               to pay us.






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Chris McFadden: Jim  where  would  you  hope  the  self  manufacturing
               penetration rate would be at the,  as you exit the fiscal year if
               it's 34% in the first quarter?

James Millar:  Well I would hope it would be certainly improving.  A lot of that
               is we've gotten a great deal of the  conversion  over the past 12
               to 15 months of the Bergen  acquisition  in converting what
               we  could.  That  incrementally  does  grow  if  we  add  in  new
               capabilities, new products, such as bone cement which just
               happens to be a new product launch. We have a new
               thermal product that is also scheduled to go out in the
               marketplace as well. So as we develop new products that helps us.

               It's  also an issue of we are,  we're  introducing  a new  fabric
               strategy in our  converters  line to get really into the nits and
               nats that we think is a super  homerun.  And it's  really hard to
               speculate  as to what the impact is but the  customers  that have
               been testing it for us and as we move this into  production  here
               this  quarter  have got  nothing  but  super  reviews  on it.  So
               (unintelligible).

Chris McFadden: Thank you.  Thanks Jim.

James Millar:  Okay.

Robert Walter: Next question.

Operator:      Your next call comes from Glenn  Santangelo  of Salomon Smith
               Barney.

Glenn Santangelo: Yes Bob thanks. My  question revolves  around  the  Pharma
               Technologies and Services division,  you know, if you could strip
               out maybe some of the  acquisitions  you did in that  division if
               you could maybe just sort of comment on the organic growth within
               that division maybe vis-a-vis some of the bullish comments
               you've made recently.





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               I think if I recall correctly, the guidance was that the business
               was going to accelerate,  you know, going forward  throughout the
               year. Maybe what sort of events or milestones  should we look for
               in that  business  in order to track the  performance  as we move
               throughout the year.

 Robert Walter:Okay George I'm going to ask him to comment on that. Let me first
               set it up by saying that we at the  Investors Conference, I think
               in August he said that we thought  the first half would
               be slower and accelerate the second half, that we thought the
               overall growth rate  for  the  year  would  be in the  25%  range
               which  Dick confirmed.

               Dick  also  broke out in an effort to make sure you  understood
               internal  growth  versus  what  we  call  organic  growth  versus
               acquisitions.  We reported 16% operating earnings growth.  Dick
               pointed out that there was a one-time benefit last year in the
               same quarter and if you strip that away and take away the
               earnings from  the  two  acquisitions,  Magellan  and  Boron
               LePore,  our internal  growth  rate  was  still  16%.  So  it's
               just  about a (unintelligible),  you know,  it kind of sets up to
               understand so we're let's talk about around 16% operating growth
               in Q1.

               George why don't you talk about what you think the events are and
               what we're looking forward to for the rest of the year?

George Fotiades:All right the, let me start first with a base business.  We said
               it's  generating  16%  growth  rates so we're,  we feel very good
               about   the   base   business   particularly   some  of  the  key
               pharmaceuticals like Kaletra, Zypraxa, (Zalatan), (Deptrol). It's
               a good host of strong growth brands that are underpinning the PTS
               segment.




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               The piece that  contributes  significantly to the 25 plus percent
               guidance  that we gave that would  accelerate  in the second half
               traces to the launches.  They are, the most significant being the
               launch of generic Isotretinoin or generic Accutane as well as the
               launch of (Clarinexzitis)  and Claritin OTC (Zitis).  Those were,
               the Clarinex and the  Isotretinoin in work, when launches that we
               had  expected to happen  earlier in the year.  When they  weren't
               happening  that's when we said in our  guidance we would still do
               25% but these would  happen  later in the fiscal year rather than
               earlier.

               With respect to Isotretinoin this is a product that has, was came
               generic in  February of 2002.  We have,  it's been at the FDA. We
               are through  basically  the labeling of that product and can, are
               able to, once approved be able to ship it with within, have it on
               shelves within two weeks.

               There's a  Citizens  Petition  that was  filed by the  originator
               earlier this fiscal year. It has to do with patient tracking upon
               generic substitution.  The FDA cannot approve the ANDA until once
               they deal with the Citizens Petition which we would have expected
               to have been dealt with by now but frankly hasn't. So we consider
               the launch to be imminent but I can't predict the exact time.

               Clarinex  will,  we are confident it will launch for this allergy
               season and the Claritin OTC product  likewise plans are for it to
               launch for this holiday season as well.

               So if all these launches happen and there are some others as well
               in the sterile side that I can't articulate  specifically but are
               progressing  well, if all those,  if all those happen  we'll,  we
               will comfortably meet our guidance.

Glenn Santangelo: Thanks a lot George.  I appreciate the comments.




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Operator:      Your next question comes from Lynn Yaffee of Bank of America.

Lynn Yaffee:   Good morning.  President Bush proposed some regulations the other
               day and I was just  wondering  if you could  discuss them if they
               are  implemented  following the 60-day comment period what effect
               you see as that possibly having on your business as it relates to
               generics?  And are you still finding that the generic business is
               significantly   more   profitable  from  a  gross  profit  dollar
               standpoint as you would have expected?

Robert Walter: The question about the  President's  announcement  on generics we
               commented  that generics  were more  profitable to us. We've also
               delved in, you know,  and shown you a little bit of the effect on
               the balance  sheet too. As you know we're,  you know, a return on
               committed capital is an important  measurement for our success so
               anything  that helps  generics grow is both good for the consumer
               and it's good for us.

               On the other hand I wouldn't  expect that this is going to have a
               major impact upon generic conversions.  I think, you know, I mean
               as we've  pointed  out  there's a lot of hurdles  and  legitimate
               issues and so I would view this as not exactly a  non-event  but,
               you know,  not a major thing that I worried  about  whether  they
               were going to get the announcement out yesterday.

               With regard to  profitability,  generics,  Jim any comments you
               want to make about that?

James Millar:  No I think  you've said it.  More  generics is more money for us,
               better all the way around.





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Robert Walter: As you know in generics  we've got a great position and the sense
               that, you know, we have bonded with our customer and they've,  we
               are a collector of buying  power and we have the  ability  to
               determine which  manufacture or generic product will be used. And
               that's why we have that power and we obviously  need to pass some
               of those advantages on to our customer that, you know,  transfers
               its purchasing  power  to us.  And so we do that  but,  so it's
               important  to our  customers  that we have a  successful  generic
               program. They do better on margins on generics.

               I think  I've  also  said in the  past  that I  believe  that the
               overall  business model not just at retail but at wholesale,  the
               business model which has to do with the profitability of generics
               versus   the   profitability   of   branded   that  the   branded
               manufacturers  travel  through our  distribution channel too
               cheaply and that I think that our profitability  will need to be
               raised there from branded.  But that's a different  issue than,
               you know, our current profitability in generics.

Lynn Yaffee:   Thank you.

Operator:      Your next question comes from John Kreger of William Blair.

John Kreger:   Thank you.  Bob it sounds  like the Syncor  acquisition  is now
               about  a  month  away,   can  you  expand  a  bit  on  what  your
               expectations  are from  that  acquisition,  what you think it can
               really do to expectations both financial and  strategically  over
               the next year or two?

Robert Walter: Okay yes this took us a little bit longer to complete, just to go
               through the  regulatory  processes.  As we  mentioned  we've had,
               we've completed the, you know, all the regulatory approvals which
               included a review by the SEC of all of our proxy information.  So
               that's  all  completed  and so this  is  going  to get  completed
               shortly after the announcement on the 19th.




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               We've  not put out any  guidance  yet  on,  any  guidance  yet on
               synergies and things like that for a couple of reasons.  First of
               all it's a little  bit more  complicated.  As you know  that they
               have  several  businesses.  They have  imaging  business and some
               international  business in addition to their core business  which
               is nuclear pharmacy.

               First of all we fully  intend and are  marching  down the path to
               sell other  businesses,  sell off all other businesses other than
               our nuclear pharmacy  business and that will happen.  Our nuclear
               pharmacy  businesses  are  doing  extremely  well and so as they,
               we're  already  in that  business  as you know and it is a growth
               business  with strong  returns  and we will be the market  leader
               combining Syncor's business with our business.

               And so as a basic business what it does that business is growing,
               the,  there  are  now  not  only  diagnostic   opportunities  but
               therapeutic opportunities. I think the most significant strategic
               thing,  I might let George  Fotiades  comment  on,  which is, you
               know, where else could we stretch our nuclear pharmacy capability
               into in terms of servicing other pharma manufacturers?

George Fotiades:Well if you look their  nuclear  pharmaceutical  business today,
               the service they provide, they take a drug  that is not quite yet
               complete, add value to it just before having to go to the patient
               and get it to the  market in a short  period of time.  And if you
               take that model to other drug  opportunities for example (Zevlon)
               which is a nuclear a pharmaceutical from IDEC which again is
               one that needed a manufacturing  service provided before going to
               the patient.

               Looking ahead to other biotech or oncology products anything that
               would  require  some  form  of  special  handling  or  pharmacist
               intervention  or  manufacturing  intervention  or compounding are
               are services that these



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               pharmacists  could  uniquely  provide on a national  basis  and
               we're the only ones that are in that sort of position to be able
               to provide that for specialty pharmaceuticals such as these.

Robert Walter: Okay.

John Kreger:   Thank you.

Robert Walter: I think we can,  we have time for two more  questions  if there
               are there.

Operator:      Your  next  question  comes  from  Lisa  Gill  of  J.P.  Morgan
               Securities Incorporated.

Lisa Gill:     Thanks  very  much.  Dick I was  wondering  if you could talk a
               little bit about the investment  spending.  You had said that you
               expected  it for new  product  introduction  and also  what's the
               expectation  for the year?  I think it was about 100  million for
               last year and then along those same lines,  are we seeing any new
               business sign for the New Jersey Development Center?  Thanks very
               much.

Richard Miller:Okay Lisa our investment  spending which includes  research and
               development, new products, new initiatives,  things like that was
               about 25 million this  quarter.  I think we gave guidance that it
               would  exceed 100  million  for the year and I think  that's good
               news for you all which means we have the earnings  capability  to
               also spend  currently funds to produce future results rather than
               to just record them as profits for the current quarter. So that's
               the range, what we're talking about.

               In terms of areas for example  Jim  mentioned  earlier some new
               product  introductions  out in, on our Medical Surgical area that
               we're really quite




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               excited  about.  And so  you'll,  we're  going  to see the
               benefit of that  coming in the  second  half of the year as these
               products are launched.

               At Pyxis I met with Steve  Thomas last night and as you know we
               have a new product  offering,  Patient  Station,  which is really
               both a clinical offering and a patient  satisfaction  offering at
               bedside. We are ramping up on that big time and as Steve's been
               talking about the backlog building to that and so I met with them
               last night. I said well show me how many people we've got on this
               because I'd like to make sure that we're not under-spending here.
               As it turns out our  development  staff for that  product line is
               actually bigger than the development staff we have for our Supply
               Station  product line and you know how big we think that is. So I
               said,  well I'm pleased about that. I guess,  you know,  when I'm
               pleased that we're spending the money to bring product out.

               With regard to other initiatives George, any of you want to
               comment around PTS?

George Fotiades: I thought Lisa asked about the New Jersey  Product  Development
               Center.  It opened  in the first  quarter.  We've  started  doing
               analytical laboratory work. The pilot plant itself that where the
               larger money is made opens in late November, early December given
               the holiday period.  I wouldn't expect that we'd start generating
               the real income until we get into the third quarter.

               We've  integrated  that under  Magellan.  They're  bringing their
               operating  procedures into place there and of course the way they
               properly manage pharmaceutical  development. So in total today we
               now have with  Magellan the New Jersey  Center,  around the world
               1100  people,   about  10%  of  PTS's   workforce is in  upstream
               pharmaceutical development.




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               The New Jersey Center will still be in an investment  mode from a
               P&L standpoint for the year and be working it's way just to break
               even by the time we get to the end of the  year  which is I think
               incredibly  good given the  magnitude of what we put in place and
               the uniqueness it gives us with respect to the industry.

Lisa Gill:     Okay thank you.

Robert Walter: Okay there's time for one more call.

Operator:      Your last question comes from John Satter of SG Cowen.

John Satter:   Thanks.  Bob or Dick I  was  wondering  if  you could tell us
               if there's been  any change in the  structure  of sourcing  deals
               with   pharma   companies   and  your  pharma   distribution  and
               Provider Services segment?

Robert Walter: The  question  is  there any  change in  our buy in  relationship
               with pharma manufacturers, is that the question John?

John Satter:   Yes really in  the  structure  of the deals.  For  example  maybe
               elongated   payment  terms in  exchange  for a  slightly  smaller
               size deals.

Robert Walter: I'd,  let me just kind of see if I can hit that.  I don't,  Jim
               you want to say anything on it you're welcome but I think overall
               I've been  saying  for 10 years is that how we deal with both our
               customer  downstream,  the  provider,  and how we deal  with  the
               customer upstream, the pharma manufacturer,  changes from quarter
               to quarter.

               It's  built  around  the fact that we have a key service  that we
               provide which is logistics,  information,  buying power,  there's
               lots of things like that and there's




                                                                 CARDINAL HEALTH
                                                     Moderator:  Steve Fischbach
                                                             10-22-02/8:30 am CT
                                                           Confirmation #5913381
                                                                         Page 31

               unique   opportunities   that  are   seasonal   or  new   product
               introductions,  whatever.  So it's  always  different  but I said
               earlier  that we are in an  excellent  position  in the  industry
               right now and will be. And so I don't see any significant  change
               or even  meaningful  change in our buying  relationship  with the
               pharma manufacturer.

               Jim anything you want to add to that?

James Millar:  No it's been pretty much the same. The model does shift from time
               to time.  Terms  are not as  valuable  today as they  were at one
               point in time. With excess capital or capital  readily  available
               most of these big players are, you know, were cash generators. We
               don't need capital so the manufacturer  giving us terms,  trading
               it off in exchange for profits is not as attractive that it might
               have once been say 10, 12 years ago when rates were much higher.

               But again materially  there hasn't been really any  significance,
               the vendor margin comes to us in a variety of ways and the pharma
               manufacturer   recognizes   that's  how  we  make  our  money  to
               facilitate its buy down channel.

John Satter:   Great.  Thanks a lot guys.

Robert Walter: Okay.  Thank  you for  participating  in the call.  Obviously  we
               feel   confident  about  the  future  and   we  look  forward  to
               conversations  with you all  in the  next several  months and the
               call at the end of our second quarter.  Thank you.

Operator:      Ladies and  gentlemen  this  concludes  today's  Cardinal  Health
               first quarter earnings conference call.


                                       END



Except for historical information, all other information in this news release
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements 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 and Syncor
International's Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those
reports, and include (but are not limited to) the costs, difficulties, and
uncertainties related to the integration of acquired businesses, the pending
acquisition of Syncor by Cardinal Health, the loss of one or more key customer
or supplier relationships, changes in the distribution patterns or reimbursement
rates for health-care products and/or services, the costs and other effects of
governmental regulation and legal and administrative proceedings, and general
economic and market conditions. Cardinal Health undertake no obligation to
update or revise any forward-looking statements.

Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Syncor in
connection with the proposed merger, and their interests in the solicitation, is
set forth in a Schedule 14A filed on June 14, 2002 with the SEC. Cardinal Health
has filed a registration statement on Form S-4 in connection with the
transaction, and Syncor has filed and mailed a proxy statement/prospectus to its
stockholders in connection with the transaction. Investors and security holders
of Syncor are urged to read the proxy statement/prospectus because it contains
important information about Cardinal Health, Syncor and the transaction. A free
copy of the proxy statement/prospectus may also be obtained from Cardinal Health
or Syncor at the SEC's Web site at www.sec.gov. Cardinal Health and Syncor and
their respective executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Syncor in
favor of the transaction. Information regarding the interests of Syncor's
officers and directors in the transaction is included in the proxy
statement/prospectus. In addition to the registration statement on Form S-4
filed by Cardinal Health in connection with the transaction, and the definitive
proxy statement/prospectus mailed to the stockholders of Syncor in connection
with the transaction, each of Cardinal Health and Syncor file annual, quarterly
and special reports, proxy and information statements, and other information
with the SEC. Investors may read and copy any of these reports, statements and
other information at the SEC's public reference room located at 450 5th Street,
N.W., Washington, D.C., 20549. Investors should call the SEC at 1-800/SEC-0330
for further information. The reports, statements and other information filed by
Cardinal Health and Syncor with the SEC are also available for free at the SEC's
Web site at www.sec.gov. A free copy of these reports, statements and other
information may also be obtained from Cardinal Health or Syncor. Investors
should read the proxy statement/prospectus carefully when it becomes available
before making any voting or investment decision.