UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): April 26, 2006
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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1-11373
(Commission File Number)
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31-0958666
(IRS Employer Identification Number) |
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices, Including Zip Code)
(614) 757-5000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On April 27, 2006, Cardinal Health, Inc. (the “Company”) issued a press release announcing its
results for the quarter and nine months ended March 31, 2006. A copy of the press release is
furnished under this report as Exhibit 99.01.
Furnished under this report as Exhibit 99.02 is a discussion of the reasons why management
believes that the presentation of non-GAAP financial measures provides useful information to
investors regarding the Company’s financial condition and results of operations.
Item 2.05 Costs Associated with Exit or Disposal Activities
See
the information in Item 2.06 below.
Item 2.06 Material Impairments
On April 26,
2006, the Company determined that charges were necessary for impairment of
goodwill, long-lived assets and current assets of held-for-sale operations in accordance with
generally accepted accounting principles. The charges are the result of the Company’s decision to
divest the Healthcare Marketing Services (“HMS”) business within its Pharmaceutical Technologies
and Services segment and the United Kingdom-based Intercare Pharmaceutical Distribution (“IPD”) business within its
Pharmaceutical Distribution and Provider Services segment. The Company recorded impairment charges
in the quarter ended March 31, 2006 of approximately $152.7
million and $85.5 million,
respectively, before taxes related to the HMS and IPD businesses. The Company is reporting HMS and IPD as
discontinued operations as of March 31, 2006, for financial statement purposes. The Company does
not expect the impairments to result in future cash charges.
Item 7.01 Regulation FD Disclosure
During a conference call scheduled to be held at 11:00 a.m. EDT on April 27, 2006, the
Company’s Chief Financial Officer, Jeffrey W. Henderson, will discuss the Company’s results for the
quarter and nine months ended March 31, 2006. The Company is furnishing Mr. Henderson’s slide
presentation for the conference call as Exhibit 99.03 to this report.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.01 Press release issued by the Company on April 27, 2006, and furnished under this report.
99.02 Information released by the Company on April 27, 2006, and furnished under this report.
99.03 Slide presentation furnished under this report.
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EXHIBIT INDEX
99.01 Press release issued by the Company on April 27, 2006, and furnished under this report.
99.02 Information released by the Company on April 27, 2006, and furnished under this report.
99.03 Slide presentation furnished under this report.
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