CARDINAL HEALTH INC
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
June 30, 2017
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
Commission File Number: 1-11373
Cardinal Health, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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31-0958666
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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7000 Cardinal Place, Dublin, Ohio
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43017
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(Address of principal executive offices)
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(Zip Code)
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(614) 757-5000
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of each exchange on which registered
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Common shares (without par value)
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
þ
No
o
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
o
No
þ
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
þ
No
o
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
þ
No
o
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.
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
þ
The aggregate market value of voting stock held by non-affiliates or registrant on
December 31, 2016
, was the following:
$22,624,332,824
.
The number of the registrant’s common shares, without par value, outstanding as of July 31, 2017, was the following:
316,453,664
.
Documents Incorporated by Reference:
Portions of the registrant’s Definitive Proxy Statement to be filed for its
2017
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.
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Cardinal Health
Fiscal 2017 Form 10-K
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Table of Contents
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Page
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1
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Cardinal Health
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Fiscal 2017 Form 10-K
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Introduction
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||
Introduction
References to Cardinal Health and Fiscal Years
As used in this report, "we," "our," "us," "Cardinal Health" and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our fiscal year ends on June 30. References to fiscal
2017
,
2016
,
2015
,
2014
and
2013
and to
FY17
,
FY16
,
FY15
,
FY14
and
FY13
are to the fiscal years ended
June 30, 2017
,
2016
,
2015
,
2014
and
2013
, respectively. Except as otherwise specified, information in this report is provided as of
June 30, 2017
.
Non-GAAP Financial Measures
In this report, including in the "Fiscal
2017
Overview" section of Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we use financial measures that are derived from consolidated financial data but are not presented in our financial statements that are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures are considered “non-GAAP financial measures” under the Securities and Exchange Commission (“SEC”) rules. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures are included in the “Explanation and Reconciliation of Non-GAAP Financial Measures” section following MD&A in this report.
Important Information Regarding Forward-Looking Statements
This report (including information incorporated by reference) includes forward-looking statements addressing expectations, prospects, estimates and other matters that are dependent upon future events or developments. Many forward-looking statements appear in MD&A, but there are others throughout this report, which may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results or guidance, statements of outlook and expense accruals. These matters 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 risks and uncertainties are described in “Risk Factors” in this report and in Exhibit 99.1 to the Form 10-K included in this report. Forward-looking statements in this report speak only as of the date of this document. Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge on our website (www.cardinalhealth.com), under the “Investors — Financial Reporting — SEC Filings” caption, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public 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.
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Cardinal Health
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Fiscal 2017 Form 10-K
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2
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MD&A
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Results of Operations
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Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
About Cardinal Health
Cardinal Health, Inc. is an Ohio corporation formed in 1979 and is a global, integrated healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories and physician offices. We provide medical products and pharmaceuticals and cost-effective solutions that enhance supply chain efficiency. We connect patients, providers, payers, pharmacists and manufacturers for integrated care coordination and better patient management. We manage our business and report our financial results in two segments: Pharmaceutical and Medical.
Pharmaceutical Segment
Our Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical, and over-the-counter healthcare and consumer products in the United States. This segment also provides services to pharmaceutical manufacturers and healthcare providers to support the development, marketing, and distribution of specialty pharmaceutical products; operates nuclear pharmacies and radiopharmaceutical manufacturing facilities; provides pharmacy management services to hospitals, as well as medication therapy management and patient outcomes services to hospitals, other healthcare providers and payers; and repackages generic pharmaceuticals and over-the-counter healthcare products. This segment also imports and distributes pharmaceuticals, over-the-counter healthcare and consumer products and provides specialty pharmacy and other services in China.
Medical Segment
Our Medical segment manufactures, sources and distributes Cardinal Health branded medical, surgical and laboratory products, which are sold in the United States, Canada, Europe, Asia and other markets. In addition to distributing Cardinal Health branded products, this segment also distributes a broad range of national brand products and provides supply chain services and solutions to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States, Canada and China. This segment also distributes medical products to patients' homes and provides post-acute care management and transition services and software to hospitals, other healthcare providers and payers in the United States.
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3
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Cardinal Health
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Fiscal 2017 Form 10-K
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MD&A
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Results of Operations
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Consolidated Results
Fiscal
2017
Overview
Revenue
Revenue for fiscal
2017
was
$130.0 billion
, a
7 percent
increase from the prior year, due primarily to sales growth from pharmaceutical distribution customers.
GAAP and Non-GAAP Operating Earnings
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(in millions)
|
2017
|
2016
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Change
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|||||||
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GAAP
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$
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2,120
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$
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2,459
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(14
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)%
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||
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Restructuring and employee severance
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56
|
|
25
|
|
||||||
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Amortization and other acquisition-related costs
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527
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|
459
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||||||
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Impairments and (gain)/loss on disposal of assets
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18
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21
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||||||
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Litigation (recoveries)/charges, net
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48
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(69
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)
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||||||
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Non-GAAP
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$
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2,769
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$
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2,895
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(4
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)%
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||
The sum of the components may not equal the total due to rounding.
During fiscal
2017
, GAAP operating earnings decreased
14 percent
to
$2.1 billion
and non-GAAP operating earnings decreased
4 percent
to
$2.8 billion
. The decreases in both GAAP and non-GAAP operating earnings were primarily due to generic pharmaceutical customer pricing changes and the previously disclosed loss of a large pharmaceutical distribution customer. The decreases were partially offset by the benefits of Red Oak Sourcing within our Pharmaceutical segment generics program and growth from our Medical segment. Changes in litigation (recoveries)/charges, net and amortization of acquisition-related intangible assets related to the acquisition of Cordis also contributed to the decrease in GAAP operating earnings during fiscal
2017
.
GAAP and Non-GAAP Diluted EPS
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($ per share)
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2017
|
2016
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Change
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|||||||
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GAAP
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$
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4.03
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$
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4.32
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(7
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)%
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||
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Restructuring and employee severance
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0.11
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0.05
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||||||
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Amortization and other acquisition-related costs
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1.13
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0.96
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||||||
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Impairments and (gain)/loss on disposal of assets
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0.04
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0.04
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||||||
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Litigation (recoveries)/charges, net
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0.09
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(0.13
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)
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||||||
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Non-GAAP
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$
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5.40
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$
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5.24
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3
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%
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||
The sum of the components may not equal the total due to rounding.
During fiscal
2017
, GAAP diluted earnings per share from continuing operations attributable to Cardinal Health, Inc. ("diluted EPS") decreased
7 percent
to
$4.03
and non-GAAP diluted EPS increased
3 percent
to
$5.40
. GAAP diluted EPS decreased due to lower GAAP operating earnings, partially offset by a lower effective tax rate and fewer shares outstanding as a result of share repurchases. Non-GAAP diluted EPS increased primarily due to a lower effective tax rate and fewer shares outstanding as a result of share repurchases, partially offset by lower non-GAAP operating earnings.
Cash and Equivalents
Our cash and equivalents balance was
$6.9 billion
at
June 30, 2017
compared to
$2.4 billion
at
June 30, 2016
. The increase in cash and equivalents during fiscal
2017
was driven by the proceeds from a $5.2 billion debt issuance and
$1.2 billion
provided by operating activities, partially offset by
$600 million
paid for share repurchases,
$577 million
paid in dividends,
$387 million
in capital expenditures and $310 million in debt repayments.
In July 2017, we used
$6.1 billion
to fund the acquisition of the Patient Care, Deep Vein Thrombosis and Nutritional Insufficiency businesses from Medtronic plc, as discussed below, and used $403 million to redeem our 1.7% notes due 2018.
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Cardinal Health
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Fiscal 2017 Form 10-K
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4
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MD&A
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Results of Operations
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Significant Developments in Fiscal
2017
and Trends
Acquisition of Medtronic's Patient Recovery Business
On July 29, 2017, we acquired the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses (the "Patient Recovery Business") from Medtronic plc ("Medtronic") for
$6.1 billion
in cash. The Patient Recovery Business manufactures 23 medical product categories sold into multiple healthcare channels, and includes numerous industry-leading brands, such as Curity, Kendall, Dover, Argyle and Kangaroo. The acquisition further expands the Medical segment's portfolio of self-manufactured products. We funded the acquisition through $4.5 billion in new long-term debt, the use of existing cash,
and borrowings under our existing credit arrangements
.
Trends
Within our Pharmaceutical segment, we expect fiscal 2018 segment profit to be less than our fiscal 2017 segment profit due primarily to generic pharmaceutical customer pricing changes, which also negatively impacted Pharmaceutical segment profit during fiscal 2017. However, as is generally the case, the frequency, timing, magnitude, and profit impact of pharmaceutical customer pricing changes and branded and generic pharmaceutical manufacturer pricing changes remain uncertain and their impact on Pharmaceutical segment profit and consolidated operating earnings in fiscal 2018 could be more or less than we expect.
In fiscal 2018, we expect the acquisition of the Patient Recovery Business will significantly increase the Medical segment's revenue and segment profit. We also expect the acquisition will significantly increase amortization and acquisition-related costs in fiscal 2018 due to the size and complexity of the acquisition. We expect our interest expense, net to increase in fiscal 2018 primarily due to the debt issued to fund a portion of the purchase price of the acquisition of the Patient Recovery Business.
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5
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Cardinal Health
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Fiscal 2017 Form 10-K
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MD&A
|
Results of Operations
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|
Results of Operations
Revenue
|
Revenue
|
Change
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||||||||||||||||
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(in millions)
|
2017
|
2016
|
2015
|
2017
|
2016
|
||||||||||||
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Pharmaceutical
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$
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116,463
|
|
$
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109,131
|
|
$
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91,116
|
|
7
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%
|
20
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%
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||||
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Medical
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13,524
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12,430
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|
11,395
|
|
9
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%
|
9
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%
|
|||||||
|
Total segment revenue
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129,987
|
|
121,561
|
|
102,511
|
|
7
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%
|
19
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%
|
|||||||
|
Corporate
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(11
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)
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(15
|
)
|
20
|
|
N.M.
|
|
N.M.
|
|
|||||||
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Total revenue
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$
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129,976
|
|
$
|
121,546
|
|
$
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102,531
|
|
7
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%
|
19
|
%
|
||||
Fiscal
2017
Compared to Fiscal
2016
Pharmaceutical Segment
Fiscal
2017
Pharmaceutical segment revenue grew primarily due to sales growth from the addition of OptumRx and from other pharmaceutical distribution customers, including continued branded pharmaceutical price appreciation, all of which increased revenue by $7.0 billion.
Medical Segment
Fiscal
2017
Medical segment revenue grew primarily due to sales growth from new and existing customers and $212 million in contributions from acquisitions.
Fiscal
2016
Compared to Fiscal
2015
Pharmaceutical Segment
Fiscal
2016
Ph
armaceutical segment
revenue
grew primarily due to sales growth from the addition of OptumRx and from other pharmaceutical distribution customers, including continued branded pharmaceutical price appreciation, all of which increased revenue by $16.9 billion. Acquisitions also contributed $2.1 billion to revenue growth.
Medical Segment
Fiscal
2016
Medical segment revenue grew primarily due to acquisitions, net of divestitures, which contributed $645 million, and sales growth from existing businesses.
Cost of Products Sold
Cost of products sold f
or fiscal 2017 and 2016
increased
$8.4 billion
(
7 percent
) and
$18.2 billion
(
19 percent
) compared to the prior-year periods, respectively, as a result of the same factors affecting the changes in revenue and gross margin.
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Cardinal Health
|
Fiscal 2017 Form 10-K
|
6
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MD&A
|
Results of Operations
|
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Gross Margin
|
Consolidated Gross Margin
|
Change
|
|||||||||||||||
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(in millions)
|
2017
|
2016
|
2015
|
2017
|
2016
|
|||||||||||
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Gross margin
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$
|
6,544
|
|
$
|
6,543
|
|
$
|
5,712
|
|
N.M.
|
15
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%
|
||||
Fiscal
2017
Compared to Fiscal
2016
Fiscal
2017
consolidated gross margin was essentially flat versus the prior-year period.
Consolidated gross margin for fiscal
2017
was positively impacted by sales growth from pharmaceutical distribution customers ($260 million) and acquisitions in both segments ($132 million) and was negatively impacted by the previously disclosed loss of a large pharmaceutical distribution customer.
Gross margin rate contracted during fiscal
2017
, primarily due to generic pharmaceutical customer pricing changes, partially offset by the benefits from Red Oak Sourcing within our Pharmaceutical segment generics program.
Fiscal
2016
Compared to Fiscal
2015
Fiscal
2016
consolidated gross margin increased
$831 million
(
15 percent
),
and was favorably impacted by sales growth from pharmaceutical distribution customers ($510 million) and acquisitions, net of divestitures ($576 million).
Gross margin rate contracted during
fiscal
2016
,
primarily due to changes in product mix driven by the on-boarding of a new mail order customer, OptumRx, starting in October 2015, and also due to the adverse impact of customer pricing changes. Our gross margin rate was favorably impacted by performance under our Pharmaceutical segment generics program. Our generics program had strong year-over-year performance from Red Oak Sourcing.
Distribution, Selling, General and Administrative ("SG&A") Expenses
|
SG&A Expenses
|
Change
|
||||||||||||||||
|
(in millions)
|
2017
|
2016
|
2015
|
2017
|
2016
|
||||||||||||
|
SG&A expenses
|
$
|
3,775
|
|
$
|
3,648
|
|
$
|
3,240
|
|
3
|
%
|
13
|
%
|
||||
Fiscal
2017
Compared to Fiscal
2016
Fiscal
2017
SG&A expenses increased primarily due to acquisitions ($112 million) and costs related to a multi-year project to replace certain Pharmaceutical segment finance and operating information systems, partially offset by reduced enterprise-wide incentive compensation.
Fiscal
2016
Compared to Fiscal
2015
Fiscal
2016
SG&A expenses increased primarily due to acquisitions, net of divestitures ($370 million).
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7
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Cardinal Health
|
Fiscal 2017 Form 10-K
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MD&A
|
Results of Operations
|
|
Segment Profit
We evaluate segment performance based on segment profit, among other measures. See
Note 15
of the "Notes to Consolidated Financial Statements" for additional information on segment profit.
|
Segment Profit and Operating Earnings
|
Change
|
||||||||||||||||
|
(in millions)
|
2017
|
2016
|
2015
|
2017
|
2016
|
||||||||||||
|
Pharmaceutical
|
$
|
2,187
|
|
$
|
2,488
|
|
$
|
2,094
|
|
(12
|
)%
|
19
|
%
|
||||
|
Medical
|
572
|
|
457
|
|
433
|
|
25
|
%
|
6
|
%
|
|||||||
|
Total segment profit
|
2,759
|
|
2,945
|
|
2,527
|
|
(6
|
)%
|
17
|
%
|
|||||||
|
Corporate
|
(639
|
)
|
(486
|
)
|
(366
|
)
|
31
|
%
|
33
|
%
|
|||||||
|
Total consolidated operating earnings
|
$
|
2,120
|
|
$
|
2,459
|
|
$
|
2,161
|
|
(14
|
)%
|
14
|
%
|
||||
Fiscal
2017
Compared to Fiscal
2016
Pharmaceutical Segment Profit
Fiscal
2017
Pharmaceutical segment profit decreased largely due to generic pharmaceutical customer pricing changes. The previously disclosed loss of a large pharmaceutical distribution customer, the adverse impact of customer repricings and reduced levels of branded pharmaceutical price appreciation also contributed to the decrease in Pharmaceutical segment profit. These were partially offset by the benefits of Red Oak Sourcing within our generics program.
Medical Segment Profit
Fiscal
2017
Medical segment profit increased due to strong performance
from naviHealth, contributions from Cardinal Health branded products, reduced enterprise-wide incentive compensation, and contributions from distribution services. Cardinal Health branded products growth includes the prior year unfavorable impact on cost of products sold from the Cordis inventory fair value step up.
Corporate
As discussed further in sections that follow, the principal drivers for the change in Corporate during fiscal
2017
were the change in litigation (recoveries)/charges, net and higher amortization and other acquisition-related costs.
Fiscal
2016
Compared to Fiscal
2015
Pharmaceutical Segment Profit
Fiscal
2016
Pharmaceutical segment profit increased due to sales growth from pharmaceutical distribution customers and performance under our generics program, partially offset by the adverse impact of customer pricing changes. Acquisitions also contributed to Pharmaceutical segment profit growth. Our generics program benefited from strong year-over-year performance from Red Oak Sourcing.
Medical Segment Profit
Fiscal
2016
Medical segment profit increased due to the
contribution from Cardinal Health branded products. Acquisitions,
net of divestitures, which included the
unfavorable impact on cost of products sold from the fair value step up of inventory acquired with Cordis, also contributed to segment profit growth. Fiscal
2016
Medical segment profit growth was partially offset by a decline in the results from our Canada business.
Corporate
As discussed further in sections that follow, the principal driver for the change in Corporate in fiscal
2016
was increased amortization and other acquisition-related costs primarily related to the acquisitions of Cordis and Harvard Drug, partially offset by litigation recoveries.
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Cardinal Health
|
Fiscal 2017 Form 10-K
|
8
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|
MD&A
|
Results of Operations
|
|
Other Components of Consolidated Operating Earnings
In addition to revenue, gross margin, and SG&A expenses discussed previously, consolidated operating earnings were impacted by the following:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Restructuring and employee severance
|
$
|
56
|
|
$
|
25
|
|
$
|
44
|
|
||
|
Amortization and other acquisition-related costs
|
527
|
|
459
|
|
281
|
|
|||||
|
Impairments and (gain)/loss on disposal of assets, net
|
18
|
|
21
|
|
(19
|
)
|
|||||
|
Litigation (recoveries)/charges, net
|
48
|
|
(69
|
)
|
5
|
|
|||||
Amortization and Other Acquisition-Related Costs
Amortization of acquisition-related intangible assets was $392 million, $355 million and $189 million for fiscal
2017
,
2016
and
2015
, respectively. The increase in amortization of acquisition-related intangible assets during fiscal
2017
and fiscal
2016
was largely due to the acquisition of Cordis. Transaction and integration costs associated with the Cordis acquisition were
$61 million
and
$78 million
during fiscal
2017
and
2016
, respectively.
Transaction and integration costs associated with the acquisition of the Patient Recovery Business were
$54 million
during fiscal
2017
.
Litigation (Recoveries)/Charges, Net
During fiscal
2017
, we incurred litigation charges of $45 million due to accrued expenses relating to the Cordis-related IVC filter product liability claims and the settlement of the State of West Virginia matter. See
Note 8
of the "Notes to Consolidated Financial Statements" for additional information.
During fiscal
2016
and
2015
, we received and recognized income of
$80 million
and $71 million, respectively, from settlements of class action antitrust lawsuits in which we were a class member. During fiscal
2015
, we incurred litigation charges of $68 million related to government investigations.
Earnings From Continuing Operations Before Income Taxes
|
|
In addition to the items discussed above, earnings from continuing operations before income taxes was impacted by the following:
|
Earnings from Continuing
Operations Before Income Taxes
|
Change
|
||||||||||||||||
|
(in millions)
|
2017
|
2016
|
2015
|
2017
|
2016
|
||||||||||||
|
Other (income)/expense, net
|
$
|
(5
|
)
|
$
|
5
|
|
$
|
(7
|
)
|
N.M.
|
|
N.M.
|
|
||||
|
Interest expense, net
|
201
|
|
178
|
|
141
|
|
13
|
%
|
26
|
%
|
|||||||
|
Loss on extinguishment of debt
|
—
|
|
—
|
|
60
|
|
N.M.
|
|
(100
|
)%
|
|||||||
Interest Expense, Net
Fiscal 2017 interest expense increased primarily due to $5.2 billion of new long-term debt issued in June 2017, $4.5 billion of which was used to fund the acquisition of the Patient Recovery Business in July 2017. Fees relating to a commitment for an unsecured bridge term loan facility obtained in connection with the acquisition also contributed to the increase in interest expense. No amounts were drawn under the bridge loan facility and we terminated the commitment letter in June 2017.
Fiscal 2016
interest expense increased primarily as a result of the additional $1.5 billion of debt issued in June 2015 to fund the Harvard Drug and Cordis acquisitions.
Loss on Extinguishment of Debt
In fiscal 2015, we redeemed certain debt resulting in a loss on the extinguishment of debt of $60 million ($37 million, net of tax).
|
9
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
MD&A
|
Results of Operations
|
|
Provision for Income Taxes
The provision for income taxes decreased in fiscal
2017
primarily due to a decrease in earnings from continuing operations and a 4.4 percentage point decrease in the effective tax rate as discussed below.
Generally, fluctuations in the effective tax rate are due to changes in the distribution of income among non-U.S. taxing jurisdictions with lower income tax rates and other reconciling items. A reconciliation of the provision based on the federal statutory income tax rate to our effective income tax rate from continuing operations is as follows (see
Note 7
of the "Notes to Consolidated Financial Statements" for additional information):
|
|
2017
|
2016
|
2015
|
|||||
|
Provision at Federal statutory rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
|
State and local income taxes, net of federal benefit
|
1.0
|
|
1.5
|
|
4.1
|
|
||
|
Foreign tax rate differential
|
(0.2
|
)
|
(0.6
|
)
|
(2.4
|
)
|
||
|
Nondeductible/nontaxable items
|
0.2
|
|
1.0
|
|
0.7
|
|
||
|
Other
|
(3.3
|
)
|
0.2
|
|
1.0
|
|
||
|
Effective income tax rate
|
32.7
|
%
|
37.1
|
%
|
38.4
|
%
|
||
Fiscal
2017
The fiscal 2017 effective income tax rate was favorably impacted by the change in other items, which decreased 3.5 percentage points from fiscal 2016 primarily due to the realignment of foreign subsidiaries in anticipation of closing the acquisition of the
Patient Recovery Business
and also with deductions related to U.S. production activities. The state and local income tax rate decreased 0.5 percentage points primarily due to resolutions with state taxing authorities.
Ongoing Audits
The IRS is currently conducting audits of fiscal years 2008 through 2014.
Fiscal
2016
and Fiscal
2015
The fiscal 2016 effective income tax rate was favorably impacted by the state and local income tax rate, which decreased 2.6 percentage points from fiscal 2015 due to resolutions with state taxing authorities and a shift in the distribution of income among jurisdictions. The foreign tax rate differential decreased 1.8 percentage points primarily due to the deferred tax benefits recognized in fiscal 2015.
The fiscal 2015 effective income tax rate was unfavorably impacted by the state and local income tax rate, which increased 1.9 percentage points due to the de-recognition of certain state tax benefits. The foreign tax rate differential also increased 1.2 percentage points primarily due to recognition of deferred tax benefits resulting from new tax legislation. In addition, the change in measurement of uncertain tax positions increased 1.3 percentage points primarily as a result of proposed assessment of additional tax.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
10
|
|
|
MD&A
|
Liquidity and Capital Resources
|
|
Liquidity and Capital Resources
We currently believe that, based on available capital resources (cash on hand and committed credit facilities) and projected operating cash flow, we have adequate capital resources to fund working capital needs; currently anticipated capital expenditures; currently anticipated business growth and expansion; contractual obligations; tax payments; and current and projected debt service requirements, dividends, and share repurchases. If we decide to engage in one or more additional acquisitions, depending on the size and timing of such transactions, we may need to access capital markets for additional financing.
Cash and Equivalents
Our cash and equivalents balance was
$6.9 billion
at
June 30, 2017
compared to
$2.4 billion
at
June 30, 2016
.
The increase in cash and equivalents during fiscal
2017
was driven by the proceeds from the $5.2 billion debt issuance and
$1.2 billion
provided by operating activities, partially offset by
$600 million
paid for share repurchases,
$577 million
paid in dividends,
$387 million
in capital expenditures and $310 million in debt repayments.
The $1.8 billion decrease in net cash provided by operating activities was primarily due to an increase in working capital as a result of changes in timing of customer and vendor payments, some of which related to implementation of the new Pharmaceutical segment finance and operating information systems. At
June 30, 2017
, our cash and equivalents were held in cash depository accounts with major banks or invested in high quality, short-term liquid investments.
On July 29, 2017, we acquired the Patient Recovery Business for
$6.1 billion
in cash.
The cash and equivalents balance at
June 30, 2017
included $569 million of cash held by subsidiaries outside of the United States. Although the vast majority of cash is available for repatriation, bringing the cash into the United States could trigger U.S federal, state and local income tax obligations. Because the earnings are considered permanently reinvested, no U.S. tax provision has been
accrued related to the repatriation of these earnings. It is not practicable to evaluate the amount of U.S. tax that might be payable on the remittance of such earnings.
The decrease in cash and equivalents during fiscal
2016
of $2.2 billion was driven by
$3.6 billion
deployed for acquisitions,
$651 million
paid for share repurchases,
$512 million
paid in dividends and $465 million in capital expenditures, partially offset by net cash provided by operating activities of
$3.0 billion
, which was positively impacted by increased net earnings and working capital improvements.
During fiscal
2015
we deployed
$1.0 billion
of cash on share repurchases,
$503 million
on acquisitions and
$460 million
on dividends. Net cash provided by operating activities of
$2.5 billion
benefited from a net working capital decrease in excess of $500 million as a result of the Walgreens contract expiration.
Changes in working capital, which impact operating cash flow, can vary significantly depending on factors such as the timing of customer payments, inventory purchases and payments to vendors in the regular course of business, as well as fluctuating working capital needs driven by customer and product mix.
Other Financing Arrangements and Financial Instruments
Credit Facilities and Commercial Paper
In addition to cash and equivalents and operating cash flow, other sources of liquidity at
June 30, 2017
include a
$1.75 billion
revolving credit facility and a
$700 million
committed receivables sales facility program. We also have a $1.75 billion commercial paper program, backed by our revolving credit facility. At
June 30, 2017
, we had no amounts outstanding under our revolving credit facility or our committed receivables sales facility program. Under our commercial paper program, we had a maximum amount outstanding of
$855 million
and an average daily amount outstanding of
$58 million
during fiscal 2017.
Our revolving credit facility and committed receivables sales facility programs require us to maintain a consolidated leverage ratio of no more than 3.25-to-1 as of the last day of each quarter. As a result of the acquisition of the
Patient Recovery Business
, we temporarily
increased this ratio to 4.25-to-1. As of
June 30, 2017
, we were in compliance with these financial covenants.
Long-Term Obligations
At
June 30, 2017
, we had total long-term obligations of
$9.1 billion
.
In June 2017, we sold $1 billion aggregate principal amount of 1.948% notes due 2019, $1.15 billion aggregate principal amount of 2.616% notes due 2022, $350 million aggregate principal amount of floating rate notes due 2022, $750 million aggregate principal amount of 3.079% notes due 2024, $1.35 billion aggregate principal amount of 3.410% notes due 2027 and $600 million aggregate principal amount of 4.368% notes due 2047. In addition to funding a portion of the purchase price of the acquisition of the
Patient Recovery Business
described below, in July 2017 we used a portion of the debt proceeds to redeem our $400 million 1.7% notes due 2018.
|
11
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
MD&A
|
Liquidity and Capital Resources
|
|
Funding for Acquisition of Medtronic's Patient Recovery Business
On
July 29, 2017
, we acquired the
Patient Recovery Business from Medtronic
for
$6.1 billion
in cash. We funded the acquisition using
$4.5 billion
of the proceeds from long-term debt issued in June 2017, cash on hand, $400 million in commercial paper and $300 million borrowed under our receivables sales facility. The new long-term debt was issued in June 2017 primarily to fund a portion of the purchase price of this acquisition. We also had obtained a commitment letter in April 2017 from a financial institution for a $4.5 billion unsecured bridge term loan facility that could have been used to complete the acquisition. We incurred fees related to the facility, which are included in interest expense, net. No amounts were drawn under the bridge term loan facility and we terminated the commitment letter in June 2017.
Available-for-Sale Securities
At
June 30, 2017
and
2016
, we held
$65 million
and
$200 million
, respectively, of marketable securities, which are classified as available-for-sale. In July 2017, we liquidated
$65 million
of our marketable securities.
Risk Management
We use interest rate swaps, foreign currency contracts and commodity contracts to manage our exposure to cash flow variability. We also use interest rate swaps to protect the value of our debt and use foreign currency forward contracts to protect the value of our existing and forecasted foreign currency assets and liabilities. See the "Quantitative and Qualitative Disclosures About Market Risk" section as well as
Note 1
and
Note 11
of the “Notes to Consolidated Financial Statements” for information regarding the use of financial instruments and derivatives as well as foreign currency, interest rate and commodity exposures.
Capital Deployment
Capital Expenditures
Capital expenditures during fiscal
2017
,
2016
and
2015
were
$387 million
,
$465 million
and
$300 million
, respectively.
We expect capital expenditures in fiscal
2018
to be between $500 million and $540 million primarily for information technology projects, growth projects in our core business and for integration of the acquisition of the Patient Recovery Business.
Dividends
During fiscal
2017
, we paid quarterly dividends totaling
$1.80
per share, an increase of
16 percent
from fiscal
2016
.
On May 3, 2017, our Board of Directors approved a quarterly dividend of $0.4624 per share, or $1.85 per share on an annualized basis, which was paid on July 15, 2017 to shareholders of record on July 3, 2017.
Share Repurchases
During fiscal 2017, we repurchased $600 million of our common shares. We funded the repurchases with available cash. At June 30, 2017, we had $443 million remaining under our existing $1.0 billion share repurchase program.
Acquisition of Medtronic's Patient Recovery Business
Described above under "Funding for Acquisition of Medtronic's Patient Recovery Business."
Long-Term Obligations Repayment Plans
We plan to reduce our long-term obligations by approximately $500 million in each of fiscal 2018, 2019 and 2020 by paying off long-term debt as it comes due.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
12
|
|
|
MD&A
|
Other
|
|
Contractual Obligations
At
June 30, 2017
, our contractual obligations, including estimated payments due by period, are as follows:
|
(in millions)
|
2018
|
2019 to 2020
|
2021 to 2022
|
There-after
|
Total
|
||||||||||||||
|
Long-term debt and short-term borrowings (1)
|
$
|
1,328
|
|
$
|
1,950
|
|
$
|
1,750
|
|
$
|
5,424
|
|
$
|
10,452
|
|
||||
|
Interest on long-term debt
|
320
|
|
590
|
|
542
|
|
2,250
|
|
3,702
|
|
|||||||||
|
Capital lease obligations (2)
|
2
|
|
5
|
|
2
|
|
2
|
|
11
|
|
|||||||||
|
Other liabilities (3)
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||||||
|
Operating leases (4)
|
110
|
|
171
|
|
100
|
|
107
|
|
488
|
|
|||||||||
|
Purchase obligations and other payments (5)
|
341
|
|
331
|
|
234
|
|
244
|
|
1,150
|
|
|||||||||
|
Total contractual obligations (6)
|
$
|
2,105
|
|
$
|
3,047
|
|
$
|
2,628
|
|
$
|
8,027
|
|
$
|
15,807
|
|
||||
|
(1)
|
Represents maturities of our long-term debt obligations and other short-term borrowings excluding capital lease obligations described below. See
Note 6
of the “Notes to Consolidated Financial Statements” for further information.
|
|
(2)
|
Represents maturities of our capital lease obligations included within long-term obligations in our consolidated balance sheets.
|
|
(3)
|
Represents cash outflows by period for certain of our liabilities in which cash outflows could be reasonably estimated. Long-term liabilities, such as unrecognized tax benefits and deferred taxes, have been excluded from the
|
table above because of the inherent uncertainty of the underlying tax positions or because of the inability to reasonably estimate the timing of any cash outflows. See
Note 7
of the “Notes to Consolidated Financial Statements” for further discussion of income taxes. Additionally, the carrying value of redeemable noncontrolling interests are excluded from the table, as the ultimate amount and timing of any future cash payments related to the redemption amount are uncertain. See
Note 1
and
Note 12
of the “Notes to Consolidated Financial Statements” for additional information regarding redeemable noncontrolling interests.
|
(4)
|
Represents minimum rental payments for operating leases having initial or remaining non-cancelable lease terms as described in
Note 8
of the “Notes to Consolidated Financial Statements.”
|
|
(5)
|
A purchase obligation is defined as an agreement to purchase goods or services that is legally enforceable and specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and approximate timing of the transaction. The purchase obligation amounts disclosed above represent estimates of the minimum for which we are obligated and the time period in which cash outflows will occur. Purchase orders and authorizations to purchase that involve no firm commitment from either party are excluded from the above table. In addition, contracts that can be unilaterally canceled with no termination fee or with proper notice are excluded from our total purchase obligations except for the amount of the termination fee or the minimum amount of goods that must be purchased during the requisite notice period. Purchase obligations and other payments also includes quarterly payments of $45.6 million that we are required to pay CVS Health Corporation ("CVS"), in connection with the establishment of Red Oak Sourcing and will be in place for the remaining seven years of the agreement. See
Note 8
of the “Notes to Consolidated Financial Statements” for additional information.
|
|
(6)
|
Excludes obligations from acquisitions not closed as of June 30, 2017.
|
Off-Balance Sheet Arrangements
We had no significant "off-balance sheet arrangements" at
June 30, 2017
, as that term is defined in the SEC rules.
Recent Financial Accounting Standards
See
Note 1
of the “Notes to Consolidated Financial Statements” for a discussion of recent financial accounting standards.
|
13
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
MD&A
|
Critical Accounting Policies and Sensitive Accounting Estimates
|
|
Critical Accounting Policies and Sensitive Accounting Estimates
Critical accounting policies are those accounting policies that (i) can have a significant impact on our financial condition and results of operations and (ii) require the use of complex and subjective estimates based upon past experience and management’s judgment. Other people applying reasonable judgment to the same facts and circumstances could develop different estimates. Because estimates are inherently uncertain, actual results may differ. In this section, we describe the significant policies applied in preparing our consolidated financial statements that management believes are the most dependent on estimates and assumptions. For further discussion of accounting policies for items within this section and of additional accounting policies, see
Note 1
of the “Notes to Consolidated Financial Statements.”
Allowance for Doubtful Accounts
The allowance for doubtful accounts includes general and specific reserves. We determine our allowance for doubtful accounts by reviewing accounts receivable aging, industry trends, customer financial strength and credit standing, historical write-off trends and payment history. We regularly evaluate how changes in economic conditions may affect credit risks. See
Note 1
of the “Notes to Consolidated Financial Statements” for further information on our policy for Receivables and Allowance for Doubtful Accounts.
A hypothetical 0.1 percent increase or decrease in the reserve as a percentage of trade receivables at
June 30, 2017
, would result in an increase or decrease in bad debt expense of
$8 million
. We believe the reserve maintained and expenses recorded in fiscal
2017
are appropriate. At this time, we are not aware of any analytical findings
or customer issues that are likely to lead to a significant future increase in the allowance for doubtful accounts as a percentage of revenue.
The following table presents information regarding the allowance for doubtful accounts over the past three fiscal years:
|
(in millions, except percentages)
|
2017
|
2016
|
2015
|
||||||||
|
Allowance for doubtful accounts
|
$
|
137
|
|
$
|
135
|
|
$
|
135
|
|
||
|
Reduction to allowance for customer deductions and write-offs
|
58
|
|
74
|
|
66
|
|
|||||
|
Charged to costs and expenses
|
60
|
|
74
|
|
64
|
|
|||||
|
Allowance as a percentage of customer receivables
|
1.7
|
%
|
1.8
|
%
|
2.0
|
%
|
|||||
|
Allowance as a percentage of revenue
|
0.11
|
%
|
0.11
|
%
|
0.13
|
%
|
|||||
Inventories
A substantial portion of our inventories (
56 percent
and
58 percent
at
June 30, 2017
and
2016
, respectively) are valued at the lower of cost, using the last-in, first-out ("LIFO") method, or market. These are primarily merchandise inventories at the core pharmaceutical distribution facilities within our Pharmaceutical segment (“distribution facilities”). The LIFO impact on the consolidated statements of earnings depends on pharmaceutical manufacturer price appreciation or deflation and our fiscal year-end inventory levels, which can be meaningfully influenced by customer buying behavior immediately preceding our fiscal year-end. Prices for branded pharmaceuticals generally tend to rise, resulting in an increase in cost of products sold, whereas prices for generic pharmaceuticals generally tend to decline, resulting in a decrease in cost of products sold. See
Note 1
of the “Notes to Consolidated Financial Statements” for further information on our policy for Inventories.
Using LIFO, if there is a decrease in inventory levels that have experienced pharmaceutical price appreciation, the result generally will be a decrease in future cost of products sold as our older inventory is held at a lower cost. Conversely, if there is a decrease in inventory levels that have experienced a pharmaceutical price decline, the result generally will be an increase in future cost of products sold as our older inventory is held at a higher cost.
We believe that the average cost method of inventory valuation provides a reasonable approximation of the current cost of replacing inventory within these distribution facilities. As such, the LIFO reserve is the difference between (a) inventory at the lower of LIFO cost or market and (b) inventory at replacement cost determined using the average cost method of inventory valuation. If we had used the average cost method of inventory valuation for all inventory within the distribution facilities, the value of our inventories would not have changed in fiscal
2017
or
2016
because inventories valued at LIFO were
$46 million
and
$9 million
higher than the average cost value at
June 30, 2017
and
2016
, respectively. We do not record inventories in excess of replacement cost. As such, we did not record any changes in our LIFO reserve in fiscal
2017
and
2016
.
Our remaining inventory that is not valued at the lower of LIFO or market is stated at the lower of cost, using the first-in, first-out method, or market. Inventories presented in the consolidated balance sheets are net of reserves for excess and obsolete inventory which were
$76 million
and
$79 million
at
June 30, 2017
and
2016
, respectively. We reserve for inventory obsolescence using estimates based on historical experience, historical and projected sales trends, specific categories of inventory, age of on-hand inventory and manufacturer return policies. If actual conditions are less favorable than our assumptions, additional inventory reserves may be required.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
14
|
|
|
MD&A
|
Critical Accounting Policies and Sensitive Accounting Estimates
|
|
Business Combinations
The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets, are recorded at their estimated fair values as of the acquisition date. For further discussion of the Business Combinations accounting policy, see
Note 1
of the “Notes to Consolidated Financial Statements.”
Critical estimates and assumptions include: expected future cash flows for customer relationships, trademarks, trade names, patents,
developed technology, in-process research and development ("IPR&D") and other identifiable intangible assets; discount rates that reflect the risk factors associated with future cash flows; and estimates of useful lives. See
Note 2
of the “Notes to Consolidated Financial Statements” for additional information regarding our acquisitions.
Goodwill and Other Intangible Assets
Purchased goodwill and intangible assets with indefinite lives are tested for impairment annually or when indicators of impairment exist. Goodwill impairment testing involves a comparison of the estimated fair value of reporting units to the respective carrying amount, which may be performed utilizing either a qualitative or quantitative assessment. A reporting unit is defined as an operating segment or one level below an operating segment (also known as a component).
We have two operating segments, which are the same as our reportable segments: Pharmaceutical and Medical. These operating segments are comprised of divisions (components), for which discrete financial information is available. Components are aggregated into reporting units for purposes of goodwill impairment testing to the extent that 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 operating segment (excluding our Cardinal Health at Home division and naviHealth division) (“Medical Unit”); Cardinal Health at Home division; and naviHealth division.
Goodwill impairment testing involves judgment, including the identification of reporting units and the estimation of the fair value of each reporting unit and, if necessary, the estimation of the implied fair value of goodwill. Our determination of estimated fair value of our reporting units is based on a combination of the income-based and market-based approaches. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally-developed forecasts. Under the market-based approach, we determine fair value by comparing our reporting units to similar businesses or guideline companies whose securities are actively traded in public markets.
Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. The use of alternate estimates and assumptions or changes in the industry or peer groups could materially affect the determination of fair value for each reporting unit and potentially result in goodwill impairment. If a reporting unit fails to achieve expected earnings or otherwise fails to meet current financial plans, or if there were changes to any other key assumptions used in the tests, the reporting unit could incur a goodwill impairment in a future period.
We performed annual impairment testing in fiscal 2017, 2016 and 2015 and concluded that there were no impairments of goodwill as the estimated fair value of each reporting unit exceeded its carrying value. For our annual impairment test in fiscal 2017, the fair value of our Medical Unit exceeded its carrying value of $6.8 billion by approximately 6 percent, which is lower than in past years due to recent performance of our Cordis acquisition. For this test, we used a discount rate of 8.5 percent and a terminal growth rate of 2.0 percent. The goodwill balance for our Medical Unit is $2.6 billion. A decrease in future cash flows, an increase in the discount rate or a decrease in the terminal growth rate, among other things, could result in a goodwill impairment for the Medical Unit. If we were to alter our impairment testing in fiscal 2017 by increasing the discount rate by 1.0 percent, there would have been an impairment indicator for our Medical Unit and we would have performed Step 2 of the goodwill impairment test. Similarly, changes in other key assumptions used in the test could result in an impairment indicator for our Medical Unit. For any of our other reporting units, there would not have been an impairment indicator for fiscal 2017 if we raised the discount rate by 1.0 percent. Subsequent to June 30, 2017, we acquired the Patient Recovery Business as discussed in
Note 18
, which will be included in the Medical Unit going forward and is expected to significantly contribute to the profit of this unit.
Intangible assets with finite lives are amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the asset over their estimated useful lives. We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
The impairment test for indefinite-lived intangibles other than goodwill (primarily IPR&D) requires comparing the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date.
We estimate the fair value of our indefinite-lived intangibles under the income approach using a discounted cash flow model. We use our internal forecasts to estimate future cash flows, which we
believe
are consistent with those of a market participant, and include an
estimate of long-term growth rates based on our most recent views of the long-term outlook for the indefinite-lived intangible including, among other factors, assumptions on regulatory approval for IPR&D.
|
15
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
MD&A
|
Critical Accounting Policies and Sensitive Accounting Estimates
|
|
Determining whether an impairment of indefinite-lived intangibles occurred requires estimating future undiscounted cash flows expected to be generated by the asset group. Actual results may differ materially from those used in our forecasts.
See
Note 1
of "Notes to Consolidated Financial Statements" for additional information regarding goodwill and other intangible assets.
Vendor Reserves
In the ordinary course of business, our vendors may dispute deductions taken against payments otherwise due to them or assert other disputes. These disputed transactions are researched and resolved based upon findings of the research performed. At any given time, there are outstanding items in various stages of research and resolution. In determining appropriate reserves for areas of exposure with our vendors, we assess historical experience and current outstanding claims. We have established various levels of reserves based on the type of claim and status of review. For further discussion on the Vendor Reserves, see
Note 1
of “Notes to Consolidated Financial Statements.”
Vendor reserves were
$50 million
and
$62 million
at
June 30, 2017
and
2016
, respectively. Approximately 77 percent of the vendor reserve at the end of fiscal
2017
pertained to the Pharmaceutical segment compared to 66 percent at the end of fiscal
2016
. The reserve balance will fluctuate due to variations in outstanding claims from period-to-period, timing of resolutions and specific vendor issues.
The ultimate outcome of specific claims may be different than our original estimate and may require adjustment. We believe, however, that reserves recorded for such disputes are reasonable based upon current facts and circumstances.
Loss Contingencies and Self-Insurance
We accrue for contingencies related to disputes, litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Because these matters are inherently unpredictable and unfavorable developments or outcomes can occur, assessing contingencies is highly subjective and requires judgments about future events.
We also self-insure for employee healthcare, certain product liability matters, auto liability, property and workers' compensation and maintain insurance for individual losses exceeding certain limits when available.
Self-insurance accruals include an estimate for expected settlements on pending claims, defense costs, administrative fees, claims adjustment costs and an estimate for claims incurred but not reported.
For certain types of exposures, we develop the estimate of expected ultimate costs to settle each claim which is based on specific information related to each claim if available. Other estimates are based on an assessment of outstanding claims, historical analysis and current payment trends. For claims incurred but not reported, the liabilities are calculated and derived in accordance with generally accepted actuarial practices or using an estimated lag period.
We regularly review contingencies and self-insurance accruals to determine whether our accruals and related disclosures are adequate. The amount of loss may differ from these estimates. See
Note 8
of the “Notes to Consolidated Financial Statements” for additional information regarding loss contingencies and product liability lawsuits.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
16
|
|
|
MD&A
|
Critical Accounting Policies and Sensitive Accounting Estimates
|
|
Provision for Income Taxes
Our income tax expense, deferred income tax assets and liabilities, and unrecognized tax benefits reflect management’s assessment of estimated future taxes to be paid on items in the consolidated financial statements.
The following table presents information about our tax position at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Total deferred income tax assets (1)
|
$
|
692
|
|
$
|
567
|
|
|
|
Valuation allowance for deferred income tax assets (2)
|
(237
|
)
|
(93
|
)
|
|||
|
Net deferred income tax assets
|
455
|
|
474
|
|
|||
|
Total deferred income tax liabilities
|
(2,331
|
)
|
(2,130
|
)
|
|||
|
Net deferred income tax liability
|
$
|
(1,876
|
)
|
$
|
(1,656
|
)
|
|
|
(1)
|
Total deferred income tax assets included
$378 million
and
$193 million
of loss and tax credit carryforwards at
June 30, 2017
and
2016
, respectively.
|
|
(2)
|
The valuation allowance primarily relates to federal, state and international loss carryforwards for which the ultimate realization of future benefits is uncertain.
|
Expiring loss and credit carryforwards and the required valuation allowances are adjusted quarterly. After applying the valuation allowances, we do not anticipate any limitations on our use of any of the other net deferred income tax assets described above.
We believe that our estimates for the valuation allowances against deferred tax assets and unrecognized tax benefits are appropriate based on current facts and circumstances. The amount we ultimately pay when matters are resolved may differ from the amounts accrued. For a further discussion on Provision for Income Taxes, see
Note 1
of the “Notes to the Consolidated Financial Statements.”
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination of the technical merits of the position, including resolutions of any related appeals or litigation processes. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement.
If any of our assumptions or estimates were to change, an increase or decrease in our effective income tax rate by 1 percent would have caused income tax expense to increase or decrease
$19 million
for fiscal
2017
. See
Note 7
of the “Notes to Consolidated Financial Statements” for additional information regarding unrecognized tax benefits.
Share-Based Compensation
Employee share-based compensation is recognized in the consolidated statements of earnings based on the grant date fair value of the awards. The grant date market price of our common shares determines the fair value of restricted share units and performance share units. The fair value of stock options is determined using a lattice valuation model. We believe the lattice model provides reasonable estimates because it takes into account employee exercise patterns based on changes in our stock price and other variables and it provides for a range of input assumptions.
We analyze historical data to estimate option exercise behaviors and post-vesting forfeitures to be used within the lattice model. The expected life of the options granted, which represents the length of time in years that the options granted are expected to be outstanding,
is calculated from the option valuation model. Expected volatilities are based on implied volatility from traded options on our common shares and historical volatility over a period of time commensurate with the contractual term of the option grant (up to ten years).The forfeiture estimates are adjusted as circumstances change and ultimately reflect actual forfeitures when an award vests. Actual forfeitures in future reporting periods could be higher or lower than our current estimates. Compensation expense for nonvested performance share units depends on our periodic assessment of the probability of the targets being achieved and our estimate, which may vary over time, of the number of shares that ultimately will be issued. See
Note 16
of the "Notes to Consolidated Financial Statements" for additional information regarding share-based compensation.
|
17
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Explanation and Reconciliation of Non-GAAP Financial Measures
|
||
Explanation and Reconciliation of Non-GAAP Financial Measures
This report, including the "Fiscal
2017
Overview" section within MD&A, contains financial measures that are not calculated in accordance with GAAP. In addition to analyzing our business based on financial information prepared in accordance with GAAP, we use these non-GAAP financial measures internally to evaluate our performance, evaluate the balance sheet, engage in financial and operational planning, and determine incentive compensation because we believe that these measures provide additional perspective on and, in some circumstances are more closely correlated to, the performance of our underlying, ongoing business. We provide these non-GAAP financial measures to investors as supplemental metrics to assist readers in assessing the effects of items and events on our financial and operating results on a year-over-year basis and in comparing our performance to that of our competitors. However, the non-GAAP financial measures that we use may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The non-GAAP financial measures disclosed by us should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth below should be carefully evaluated.
Exclusions from Non-GAAP Financial Measures
Management believes it is useful to exclude the following items from the non-GAAP measures presented in this report for its own and for investors’ assessment of the business for the reasons identified below:
|
•
|
LIFO charges and credits
are excluded because the factors that drive last-in first-out ("LIFO") inventory charges or credits, such as pharmaceutical manufacturer price appreciation or deflation and year-end inventory levels (which can be meaningfully influenced by customer buying behavior immediately preceding our fiscal year-end), are largely out of our control and cannot be accurately predicted. The exclusion of LIFO charges from non-GAAP metrics allows for a better comparison of our current financial results to our historical financial results and to our peer group companies’ financial results.
|
|
•
|
Restructuring and employee severance costs
are excluded because they relate to programs in which we fundamentally change our operations and because they are not part of the ongoing operations of our underlying business.
|
|
•
|
Amortization and other acquisition-related costs
are excluded primarily for consistency with the presentation of the financial results of our peer group companies. Additionally, costs for amortization of acquisition-related intangible assets are non-cash amounts, which are variable in amount and frequency and are significantly impacted by the timing and size of acquisitions, so their exclusion allows for better comparison of historical, current and forecasted financial results. We also exclude other acquisition-related costs, which are directly related to an acquisition but do not meet the criteria to be recognized on the acquired entity’s initial balance sheet as part of the purchase price allocation. These costs are also significantly impacted by the timing, complexity and size of acquisitions.
|
|
•
|
Impairments and gain or loss on disposal of assets
are excluded because they do not occur in or reflect the ordinary course of our ongoing business operations and their exclusion results in a metric that more meaningfully reflects the sustainability of our operating performance.
|
|
•
|
Litigation recoveries or charges, net
are excluded because they often relate to events that may have occurred in prior or multiple periods, do not occur in or reflect the ordinary course of our business and are inherently unpredictable in timing and amount. Beginning in the third quarter of fiscal 2017, consistent with the presentation of financial results by peer medical device companies, in litigation recoveries or charges, net we began to classify accrued losses and legal fees, net of expected recoveries, related to mass tort product liability claims, including claims for injuries allegedly caused by Cordis OptEase and TrapEase inferior vena cava (IVC) filter products. Such amounts would not have materially affected litigation recoveries or charges, net in prior periods, so have not been reclassified for those periods.
|
|
•
|
Loss on extinguishment of debt
is excluded because it does not typically occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of this type of charge is not consistent and is significantly impacted by the timing and size of debt financing transactions.
|
The tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in which the item is recorded. The gross, tax and net impact of each item are presented with our GAAP to non-GAAP reconciliations.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
18
|
|
|
Explanation and Reconciliation of Non-GAAP Financial Measures
|
||
Definitions
Growth rate calculation
: growth rates in this report are determined by dividing the difference between current period results and prior period results by prior period results.
Non-GAAP operating earnings
: operating earnings excluding (1) LIFO charges/(credits), (2) restructuring and employee severance, (3) amortization and other acquisition-related costs, (4) impairments and (gain)/loss on disposal of assets and (5) litigation (recoveries)/charges, net.
Non-GAAP earnings before income taxes
: earnings before income taxes excluding (1) LIFO charges/(credits), (2) restructuring and employee severance, (3) amortization and other acquisition-related costs, (4) impairments and (gain)/loss on disposal of assets, (5) litigation (recoveries)/charges, net and (6) loss on extinguishment of debt.
Non-GAAP net earnings attributable to Cardinal Health, Inc.
: net earnings attributable to Cardinal Health, Inc. excluding (1) LIFO charges/(credits), (2) restructuring and employee severance, (3) amortization and other acquisition-related costs, (4) impairments and (gain)/loss on disposal of assets, (5) litigation (recoveries)/charges, net and (6) loss on extinguishment of debt, each net of tax.
Non-GAAP diluted EPS attributable to Cardinal Health, Inc.
: non-GAAP net earnings attributable to Cardinal Health, Inc. divided by diluted weighted-average shares outstanding.
|
19
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Explanation and Reconciliation of Non-GAAP Financial Measures
|
||
GAAP to Non-GAAP Reconciliations
|
(in millions, except per common share amounts)
|
Operating Earnings
|
Operating Earnings Growth Rate
|
Earnings Before Income Taxes
|
Provision for Income Taxes
|
Net Earnings
1,2
|
Net Earnings
1,2
Growth Rate
|
Diluted EPS
1,2
|
Diluted EPS
1,2
Growth Rate
|
|||||||||||||
|
Fiscal Year 2017
|
|||||||||||||||||||||
|
GAAP
|
$
|
2,120
|
|
(14
|
)%
|
$
|
1,924
|
|
$
|
630
|
|
$
|
1,288
|
|
(10
|
)%
|
$
|
4.03
|
|
(7
|
)%
|
|
Restructuring and employee severance
|
56
|
|
56
|
|
20
|
|
36
|
|
0.11
|
|
|||||||||||
|
Amortization and other acquisition-related costs
|
527
|
|
527
|
|
165
|
|
362
|
|
1.13
|
|
|||||||||||
|
Impairments and loss on disposal of assets
|
18
|
|
18
|
|
6
|
|
12
|
|
0.04
|
|
|||||||||||
|
Litigation (recoveries)/charges, net
|
48
|
|
48
|
|
19
|
|
29
|
|
0.09
|
|
|||||||||||
|
Non-GAAP
|
$
|
2,769
|
|
(4
|
)%
|
$
|
2,572
|
|
$
|
839
|
|
$
|
1,727
|
|
—
|
%
|
$
|
5.40
|
|
3
|
%
|
|
Fiscal Year 2016
|
|||||||||||||||||||||
|
GAAP
|
$
|
2,459
|
|
14
|
%
|
$
|
2,276
|
|
$
|
845
|
|
$
|
1,427
|
|
18
|
%
|
$
|
4.32
|
|
20
|
%
|
|
Restructuring and employee severance
|
25
|
|
25
|
|
9
|
|
16
|
|
0.05
|
|
|||||||||||
|
Amortization and other acquisition-related costs
|
459
|
|
459
|
|
143
|
|
316
|
|
0.96
|
|
|||||||||||
|
Impairments and loss on disposal of assets
|
21
|
|
21
|
|
6
|
|
15
|
|
0.04
|
|
|||||||||||
|
Litigation (recoveries)/charges, net
|
(69
|
)
|
(69
|
)
|
(27
|
)
|
(42
|
)
|
(0.13
|
)
|
|||||||||||
|
Non-GAAP
|
$
|
2,895
|
|
17
|
%
|
$
|
2,711
|
|
$
|
976
|
|
$
|
1,732
|
|
18
|
%
|
$
|
5.24
|
|
20
|
%
|
|
Fiscal Year 2015
|
|||||||||||||||||||||
|
GAAP
|
$
|
2,161
|
|
15
|
%
|
$
|
1,967
|
|
$
|
755
|
|
$
|
1,212
|
|
4
|
%
|
$
|
3.61
|
|
7
|
%
|
|
Restructuring and employee severance
|
44
|
|
44
|
|
15
|
|
29
|
|
0.09
|
|
|||||||||||
|
Amortization and other acquisition-related costs
|
281
|
|
281
|
|
100
|
|
181
|
|
0.54
|
|
|||||||||||
|
Impairments and (gain)/loss on disposal of assets
|
(19
|
)
|
(19
|
)
|
(10
|
)
|
(9
|
)
|
(0.03
|
)
|
|||||||||||
|
Litigation (recoveries)/charges, net
|
5
|
|
5
|
|
(14
|
)
|
19
|
|
0.06
|
|
|||||||||||
|
Loss on extinguishment of debt
|
—
|
|
60
|
|
23
|
|
37
|
|
0.11
|
|
|||||||||||
|
Non-GAAP
|
$
|
2,472
|
|
16
|
%
|
$
|
2,339
|
|
$
|
870
|
|
$
|
1,469
|
|
11
|
%
|
$
|
4.38
|
|
14
|
%
|
|
Fiscal Year 2014
|
|||||||||||||||||||||
|
GAAP
|
$
|
1,885
|
|
89
|
%
|
$
|
1,798
|
|
$
|
635
|
|
$
|
1,163
|
|
247
|
%
|
$
|
3.37
|
|
247
|
%
|
|
Restructuring and employee severance
|
31
|
|
31
|
|
11
|
|
20
|
|
0.06
|
|
|||||||||||
|
Amortization and other acquisition-related costs
|
223
|
|
223
|
|
79
|
|
144
|
|
0.42
|
|
|||||||||||
|
Impairments and (gain)/loss on disposal of assets
|
15
|
|
15
|
|
5
|
|
10
|
|
0.03
|
|
|||||||||||
|
Litigation (recoveries)/charges, net
|
(21
|
)
|
(21
|
)
|
(8
|
)
|
(13
|
)
|
(0.04
|
)
|
|||||||||||
|
Non-GAAP
|
$
|
2,133
|
|
4
|
%
|
$
|
2,047
|
|
$
|
722
|
|
$
|
1,324
|
|
3
|
%
|
$
|
3.84
|
|
3
|
%
|
|
Fiscal Year 2013
|
|||||||||||||||||||||
|
GAAP
|
$
|
996
|
|
(44
|
)%
|
$
|
888
|
|
$
|
553
|
|
$
|
335
|
|
(69
|
)%
|
$
|
0.97
|
|
(68
|
)%
|
|
Restructuring and employee severance
|
71
|
|
71
|
|
27
|
|
44
|
|
0.13
|
|
|||||||||||
|
Amortization and other acquisition-related costs
|
158
|
|
158
|
|
52
|
|
106
|
|
0.31
|
|
|||||||||||
|
Impairments and (gain)/loss on disposal of assets
|
859
|
|
859
|
|
37
|
|
822
|
|
2.39
|
|
|||||||||||
|
Litigation (recoveries)/charges, net
|
(38
|
)
|
(38
|
)
|
(15
|
)
|
(23
|
)
|
(0.07
|
)
|
|||||||||||
|
Non-GAAP
|
$
|
2,046
|
|
10
|
%
|
$
|
1,938
|
|
$
|
654
|
|
$
|
1,284
|
|
15
|
%
|
$
|
3.73
|
|
16
|
%
|
|
1
|
from continuing operations
|
|
2
|
attributable to Cardinal Health, Inc.
|
The sum of the components may not equal the total due to rounding.
We apply varying tax rates depending on the item's nature and tax jurisdiction where it is incurred.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
20
|
|
|
Selected Financial Data
|
||
Selected Financial Data
The consolidated financial data below includes all business combinations as of the date of acquisition that occurred during these periods. The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and related notes and MD&A.
|
(in millions, except per common share amounts)
|
2017
|
2016
|
2015
|
2014
|
2013 (1)
|
||||||||||||||
|
Earnings Data:
|
|||||||||||||||||||
|
Revenue
|
$
|
129,976
|
|
$
|
121,546
|
|
$
|
102,531
|
|
$
|
91,084
|
|
$
|
101,093
|
|
||||
|
Operating earnings
|
2,120
|
|
2,459
|
|
2,161
|
|
1,885
|
|
996
|
|
|||||||||
|
Earnings from continuing operations
|
1,294
|
|
1,431
|
|
1,212
|
|
1,163
|
|
335
|
|
|||||||||
|
Earnings/(loss) from discontinued operations, net of tax
|
—
|
|
—
|
|
3
|
|
3
|
|
(1
|
)
|
|||||||||
|
Net earnings
|
1,294
|
|
1,431
|
|
1,215
|
|
1,166
|
|
334
|
|
|||||||||
|
Less: Net earnings attributable to noncontrolling interests
|
(6
|
)
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Net earnings attributable to Cardinal Health, Inc.
|
$
|
1,288
|
|
$
|
1,427
|
|
$
|
1,215
|
|
$
|
1,166
|
|
$
|
334
|
|
||||
|
Basic earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||||||||||
|
Continuing operations
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.65
|
|
$
|
3.41
|
|
$
|
0.98
|
|
||||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
0.01
|
|
—
|
|
|||||||||
|
Net basic earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.66
|
|
$
|
3.42
|
|
$
|
0.98
|
|
||||
|
Diluted earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||||||||||
|
Continuing operations
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.61
|
|
$
|
3.37
|
|
$
|
0.97
|
|
||||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
0.01
|
|
—
|
|
|||||||||
|
Net diluted earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.62
|
|
$
|
3.38
|
|
$
|
0.97
|
|
||||
|
Cash dividends declared per common share
|
$
|
1.8091
|
|
$
|
1.6099
|
|
$
|
1.4145
|
|
$
|
1.2500
|
|
$
|
1.0900
|
|
||||
|
Balance Sheet Data:
|
|||||||||||||||||||
|
Total assets
|
$
|
40,112
|
|
$
|
34,122
|
|
$
|
30,142
|
|
$
|
26,033
|
|
$
|
25,819
|
|
||||
|
Long-term obligations, less current portion
|
9,068
|
|
4,952
|
|
5,211
|
|
3,171
|
|
3,686
|
|
|||||||||
|
Total Cardinal Health, Inc. shareholders' equity
|
6,808
|
|
6,554
|
|
6,256
|
|
6,401
|
|
5,975
|
|
|||||||||
|
(1)
|
During 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.
|
|
21
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Disclosures about Market Risk
|
|
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to cash flow and earnings fluctuations as a result of certain market risks. These market risks primarily relate to foreign exchange, interest rate, and commodity price-related 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
Note 1
and
Note 11
of the “Notes to Consolidated Financial Statements” for further discussion regarding our use of derivative instruments.
Foreign Exchange Rate Sensitivity
By the nature of our global operations, we are exposed to cash flow and earnings fluctuations resulting from foreign exchange rate variation. These exposures are transactional and translational in nature. Principal drivers of this foreign exchange exposure include the Canadian dollar, Euro, Thai baht, Mexican peso, Japanese yen, Chinese renminbi, Philippine peso, Singapore dollar, Russian ruble, and Australian dollar.
Transactional Exposure
Transactional exposure arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of our subsidiaries. As part of our risk management program, at the end of each fiscal year we perform a sensitivity analysis on our forecasted transactional exposure for the upcoming fiscal year. These analyses include the estimated impact of our hedging program, which is designed to mitigate transactional exposure. Our forecasted transactional exposure at
June 30, 2017
increased from the prior year primarily as a result of the increased transaction volume in foreign currencies due to the acquisition of Cordis, and we expect our transactional exposure to further increase in fiscal 2018 due to our acquisition of the
Patient Recovery Business
. At
June 30, 2017
and
2016
, we had hedged approximately 25 and 29 percent of transactional exposures, respectively.
The following table summarizes the analysis as it relates to transactional exposure and the impact of a hypothetical 10 percent fluctuation in foreign currency exchange rates, assuming rates collectively shift in the same direction and we are unable to change customer pricing in response to those shifts, for the upcoming fiscal year:
|
June 30
|
|||||||
|
(in millions)
|
2017 (1)
|
2016
|
|||||
|
Net hypothetical transactional exposure
|
$
|
638
|
|
$
|
621
|
|
|
|
Sensitivity gain/loss
|
$
|
64
|
|
$
|
62
|
|
|
|
Estimated offsetting impact of hedges
|
(16
|
)
|
(18
|
)
|
|||
|
Hypothetical
net gain/loss
|
$
|
48
|
|
$
|
44
|
|
|
|
(1)
|
This analysis excludes exposures that may be added as a result of acquisitions that have not yet closed as of June 30, 2017.
|
Translational Exposure
We have exposure related to the translation of financial statements of our foreign operations into U.S. dollars, our functional currency. We perform a similar analysis to that previously described related to this translational exposure. Our forecasted translational exposure at
June 30, 2017
was essentially flat compared to the prior period, however we expect our translational exposure to increase in fiscal 2018 due to our acquisition of the
Patient Recovery Business
. We have not typically hedged any of our translational exposure and no hedging impact was included in our analysis at
June 30, 2017
and
2016
.
The following table summarizes translational exposure and the impact of a hypothetical 10 percent strengthening or weakening in the U.S. dollar, assuming rates collectively shift in the same direction, for the upcoming fiscal year:
|
June 30
|
|||||||
|
(in millions)
|
2017 (1)
|
2016
|
|||||
|
Net hypothetical translational exposure
|
$
|
199
|
|
$
|
201
|
|
|
|
Sensitivity gain/loss
|
20
|
|
20
|
|
|||
|
(1)
|
This analysis excludes exposures that may be added as a result of acquisitions that have not yet closed as of June 30, 2017.
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
22
|
|
|
Disclosures about Market Risk
|
|
Interest Rate Sensitivity
We are exposed to changes in interest rates primarily as a result of our borrowing and investing activities to maintain liquidity and fund operations. The nature and amount of our long-term and short-term debt can be expected to fluctuate as a result of business requirements, market conditions and other factors. Our policy is to manage exposures to interest rates using a mix of fixed and floating rate debt as deemed appropriate by management. We utilize interest rate swap instruments to mitigate our exposure to interest rate movements.
As part of our risk management program, we perform an annual sensitivity analysis on our forecasted exposure to interest rates for the upcoming fiscal year. This analysis assumes a hypothetical 50 basis point change in interest rates. At
June 30, 2017
and
2016
, the
potential increase or decrease in annual interest expense under this analysis as a result of this hypothetical change was $16 million and $9 million, respectively.
We are also exposed to market risk from changes in interest rates related to our cash and cash equivalents, which includes marketable securities that are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. The fair value of our cash and cash equivalents is subject to change primarily as a result of changes in market interest rates and investment risk related to the issuers' credit worthiness. At both
June 30, 2017
and
2016
, a hypothetical increase or decrease of 50 basis points in interest rates would cause a potential increase or decrease of up to $1 million and $11 million, respectively, in the estimated fair value.
Commodity Price Sensitivity
We are directly exposed to market price changes for certain commodities, including oil-based resins, nitrile, cotton, diesel fuel and latex. We typically purchase raw materials at either market prices or prices tied to a commodity index and some finished goods at prices based in part on a commodity price index. We also are indirectly exposed to fluctuations in certain 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 analysis on our forecasted commodity exposure for the upcoming fiscal year. Our forecasted commodity exposure at
June 30, 2017
was essentially flat compared to the prior period, however we expect our commodity exposure to increase in fiscal 2018 due to our acquisition of the
Patient Recovery Business
. At
June 30, 2017
and
2016
, we had hedged a portion of these direct commodity exposures (see
Note 11
of the “Notes to Consolidated Financial Statements” for further discussion).
The table below summarizes our analysis of these forecasted direct and indirect commodity exposures and the potential gain/loss given a hypothetical 10 percent fluctuation in commodity prices, assuming pricing collectively shifts in the same direction and we are unable to change customer pricing in response to those shifts, for the upcoming fiscal year:
|
June 30
|
|||||||
|
(in millions)
|
2017 (1)
|
2016
|
|||||
|
Hypothetical commodity exposure
|
$
|
411
|
|
$
|
417
|
|
|
|
Sensitivity gain/loss
|
$
|
41
|
|
$
|
42
|
|
|
|
Hypothetical offsetting impact of hedges
|
(1
|
)
|
(1
|
)
|
|||
|
Hypothetical net gain/loss
|
$
|
40
|
|
$
|
41
|
|
|
|
(1)
|
This analysis excludes exposures that may be added as a result of acquisitions that have not yet closed as of June 30, 2017.
|
We believe our total gross range of direct and indirect exposure to commodities, excluding exposure that may be added as a result of the acquisition of the
Patient Recovery Business
, is $400 million to $500 million for fiscal 2018.
|
23
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Business
|
||
Business
General
Cardinal Health, Inc. is a global, integrated healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories and physician offices. We provide medical products and pharmaceuticals and cost-effective solutions that enhance supply chain efficiency from hospital to home. We connect patients, providers, payers, pharmacists and manufacturers for integrated care coordination and better patient management.
Pharmaceutical Segment
In the United States, our Pharmaceutical segment:
|
•
|
distributes branded and generic pharmaceutical and over-the-counter healthcare and consumer products through its Pharmaceutical Distribution division to retailers (including chain and independent drug stores and pharmacy departments of supermarkets and mass merchandisers), hospitals and other healthcare providers. This division:
|
|
•
|
maintains prime vendor relationships that streamline the purchasing process resulting in greater efficiency and lower costs for our retail, hospital and other healthcare provider customers;
|
|
•
|
provides services to pharmaceutical manufacturers, including distribution, inventory management, data reporting, new product launch support and chargeback administration;
|
|
•
|
provides pharmacy management services to hospitals as well as medication therapy management and patient outcomes services to hospitals, other healthcare providers and payers, and operates pharmacies in community health centers; and
|
|
•
|
repackages generic pharmaceuticals and over-the-counter healthcare products;
|
|
•
|
distributes specialty pharmaceutical products to hospitals and other healthcare providers; provides consulting, patient support and other services for specialty pharmaceutical products to pharmaceutical manufacturers and healthcare providers; and provides specialty pharmacy services through its Specialty Solutions division; and
|
|
•
|
operates nuclear pharmacies and manufacturing facilities through its Nuclear Pharmacy Services division, which manufactures, prepares and delivers radiopharmaceuticals for use in nuclear imaging and other procedures in hospitals and physician offices. During fiscal 2017, this division also began operating a facility to contract manufacture a radiopharmaceutical treatment (Xofigo) and acquired the North American rights to Lymphoseek, a radiopharmaceutical diagnostic imaging agent.
|
In China, the Pharmaceutical segment distributes branded, generic and specialty pharmaceutical, over-the-counter healthcare and consumer products, provides logistics, marketing and other services and operates direct-to-patient specialty pharmacies through Cardinal Health China. In July 2017, we announced that we are exploring strategic alternatives for the Cardinal Health China pharmaceutical and medical distribution businesses. Our other
medical product businesses in China, including Cordis and the
Patient Recovery Business
acquired from Medtronic, are not part of this exploration.
See
Note 15
of the “Notes to Consolidated Financial Statements” for Pharmaceutical segment revenue, profit and assets for fiscal
2017
,
2016
and
2015
.
Pharmaceutical Distribution
Our Pharmaceutical Distribution division’s gross margin includes margin from our generic pharmaceutical program, from distribution services agreements with branded pharmaceutical manufacturers and from over-the-counter healthcare and consumer products. It also includes manufacturer cash discounts.
Margin from our generic pharmaceutical program includes price discounts and rebates from manufacturers and may include price appreciation on some products. Our earnings on generic pharmaceuticals are generally highest during the period immediately following the initial launch of a product, because generic pharmaceutical selling prices are generally highest during that period and tend to decline over time.
Margin from distribution services agreements with branded pharmaceutical manufacturers relates primarily to fees we receive for providing a range of distribution and related services to manufacturers and also, to a lesser extent, includes benefits from price appreciation on branded pharmaceutical products.
Sourcing Venture With CVS Health Corporation
In July 2014, we established Red Oak Sourcing, a U.S.-based generic pharmaceutical sourcing venture with CVS with an initial term of 10 years. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of both companies.
Specialty Pharmaceutical Products and Services
We refer to products and services offered by our Specialty Solutions division as “specialty pharmaceutical products and services.” The Specialty Solutions division distributes oncology, rheumatology, urology, nephrology and other pharmaceutical products ("specialty pharmaceutical products") and human-derived plasma products to hospitals, dialysis clinics, physician offices and other healthcare providers; provides consulting, patient support, logistics, group purchasing and other services to pharmaceutical manufacturers and healthcare providers primarily supporting the development, marketing and distribution of specialty pharmaceutical products; and provides specialty pharmacy services. Our use of the
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
24
|
|
|
Business
|
||
terminology "specialty pharmaceutical products and services" may not be comparable to the terminology used by other industry participants.
Medical Segment
Our Medical segment manufactures and sources Cardinal Health branded medical, surgical and laboratory products, including cardiovascular and endovascular products; wound care products; single-use surgical drapes, gowns and apparel; exam and surgical gloves; and fluid suction and collection systems. We further expanded this segment's portfolio of manufactured products through the acquisition of the
Patient Recovery Business
from Medtronic in July 2017, which includes incontinence, wound care, enteral feeding, urology, operating room supply, electrode and needle, syringe and sharps disposal product lines. Our manufactured products are sold directly or through third-party distributors in the United States, Canada, Europe, Asia and other markets.
The Medical segment also distributes a broad range of national brand products and provides supply chain services and solutions
to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States, Canada and China.
This segment also distributes medical products to patients' homes in the United States through our Cardinal Health at Home division and provides services and software to hospitals, other healthcare providers and payers to help manage the complex processes of patient discharge from an acute-care facility (“post-acute care”) through naviHealth.
This segment also assembles and sells sterile and non-sterile procedure kits. It also provides supply chain services, including spend management, distribution management and inventory management services, to healthcare providers.
See
Note 15
of the “Notes to Consolidated Financial Statements” for Medical segment revenue, profit and assets for fiscal
2017
,
2016
and
2015
.
Acquisitions
We have acquired a number of businesses over the years that have enhanced our core strategic areas of self-manufactured medical products, generic pharmaceutical distribution and services, specialty pharmaceutical products and services, international and post-acute care. We expect to continue to pursue additional acquisitions in the future.
During the last five fiscal years, we completed the following three large acquisitions:
|
Date
|
Company
|
Location
|
Lines
of Business
|
Acquisition
Price
(in millions)
|
|
|
10/15
|
Cordis business of Johnson & Johnson
|
Fremont, CA
|
Cardiovascular and endovascular products
|
$1,944
|
|
|
07/15
|
The Harvard Drug Group
|
Livonia, MI
|
Pharmaceutical product distribution
|
$1,115
|
|
|
03/13
|
AssuraMed, Inc.
|
Twinsburg, OH
|
Medical product distribution to patients' homes
|
$2,070
|
|
We have also completed several smaller acquisitions during the last five fiscal years, including: in fiscal 2017, the acquisition of the North American rights to Lymphoseek, a radiopharmaceutical diagnostic imaging agent, from Navidea Biopharmaceuticals, Inc.; in fiscal 2016, the acquisition of an 82 percent ownership interest in naviHealth, a provider of post-acute care management services, and CuraSpan Health Group, Inc., a provider of discharge planning and care transition software; in fiscal 2015, the acquisitions of Tradex International, Inc., a supplier of disposable gloves, and Metro Medical Supply, Inc., a distributor of specialty pharmaceuticals and medical and surgical products; and in fiscal 2014, the acquisition of Access Closure, Inc., a manufacturer and distributor of extravascular closure devices.
As discussed above, on July 29, 2017, we acquired the Patient Recovery Business from Medtronic for $6.1 billion in cash.
|
25
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Business
|
||
Customers
Our largest customers, CVS and OptumRx, accounted for
23 percent
and 11 percent of our fiscal
2017
revenue, respectively. In the aggregate, our five largest customers, including CVS and OptumRx, accounted for 50 percent of our fiscal
2017
revenue. Our pharmaceutical distribution agreements with CVS extend through June 2019.
We have agreements with group purchasing organizations (“GPOs”) that act as agents to negotiate vendor contracts on behalf of their
members. Our two largest GPO relationships in terms of member revenue are with Vizient Inc. and Premier, Inc. Sales to members of these two GPOs, under numerous contracts across all of our businesses, collectively accounted for
21 percent
of our revenue in fiscal
2017
.
Suppliers
We rely on many different suppliers. Products obtained from our five largest suppliers accounted for an aggregate of
27 percent
of our revenue during fiscal
2017
, but no single supplier’s products accounted for more than
7 percent
of revenue.
Competition
We operate in a highly competitive environment in the distribution of pharmaceuticals and related healthcare services. We also operate in a highly competitive environment in the development, manufacturing and distribution of medical and surgical products. We compete on many levels, including price, service offerings, support services, breadth of product lines and product quality and efficacy.
In the Pharmaceutical segment, we compete with wholesale distributors with national reach (including McKesson Corporation and AmerisourceBergen Corporation), regional wholesale distributors, self-warehousing chains, specialty distributors, third-party logistics companies, companies that provide specialty pharmaceutical services and nuclear pharmacies, among others. In addition, the Pharmaceutical segment has experienced competition from a
number of organizations offering generic pharmaceuticals, including telemarketers. We also compete with manufacturers that sell their products directly.
In the Medical segment, our manufacturing and procedural kit businesses compete with diversified healthcare companies as well as companies that are more focused on specific product categories. We also compete with many different national medical product distributors, including Medline Industries, Inc. and Owens & Minor, Inc., regional medical product distributors, companies that distribute medical products to patients' homes and third-party logistics companies. In addition, we compete with manufacturers that sell their products directly.
Employees
At
June 30, 2017
, we had approximately 28,000 employees in the United States and approximately 12,400 employees outside of the United States. In July 2017, we added approximately 3,500 employees in the United States and approximately 5,900 employees
outside the United States through the acquisition of the
Patient Recovery Business
. Overall, we consider our employee relations to be good.
Intellectual Property
We rely on a combination of trade secret, patent, copyright and trademark laws, nondisclosure and other contractual provisions, and technical measures to protect our products, services and intangible assets. We hold patents, and continue to pursue patent protection throughout the world, relating to the manufacture, operation and use of various medical and surgical products, to certain distribution and logistics systems, to the production and distribution of our nuclear pharmacy products and to other service offerings. We also operate under licenses for certain proprietary technologies, and in certain instances we license our technologies to third parties.
We believe that we have taken all necessary steps to protect our proprietary rights, but no assurance can be given that we will be able to successfully enforce or protect our rights in the event that they are infringed upon by a third party. While all of these proprietary rights are important to our operations, we do not consider any particular patent, trademark, license, franchise or concession to be material to our overall business.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
26
|
|
|
Business
|
||
Regulatory Matters
Our business is highly regulated in the United States, at both the federal and state level, and in foreign countries. Depending upon the specific business, we may be subject to regulation by government entities including:
|
•
|
the U.S. Drug Enforcement Administration (the “DEA”);
|
|
•
|
state controlled substance authorities and boards of pharmacy;
|
|
•
|
certain agencies within the U.S. Department of Health and Human Services, including the U.S. Food and Drug Administration (the “FDA”), the Centers for Medicare and Medicaid Services, the Office of Inspector General and the Office for Civil Rights;
|
|
•
|
state health departments, insurance departments, Medicaid departments or other comparable state agencies;
|
|
•
|
the U.S. Nuclear Regulatory Commission (the “NRC”);
|
|
•
|
the U.S. Federal Trade Commission (the "FTC");
|
|
•
|
U.S. Customs and Border Protection; and
|
|
•
|
agencies comparable to those listed above in markets outside the United States.
|
These regulatory agencies have a variety of civil, administrative and criminal sanctions at their disposal for failure to comply with applicable legal or regulatory requirements. They can suspend our ability to manufacture and distribute products, initiate product recalls, seize products or impose criminal, civil and administrative sanctions.
Distribution
The FDA, DEA and various state authorities regulate the marketing, purchase, storage and distribution of pharmaceutical and medical products under various federal and state statutes including the federal Prescription Drug Marketing Act of 1987, Drug Quality and Security Act of 2013 (the “DQSA”), and Controlled Substances Act (the "CSA"). The CSA governs the sale, packaging, storage and distribution of controlled substances. Wholesale distributors of controlled substances must hold valid DEA registrations and state-level licenses, meet various security and operating standards, and comply with the CSA.
Manufacturing and Marketing
We sell our manufactured products in the United States, Canada, Europe, Asia and other markets. The FDA and other governmental agencies in the United States, as well as foreign governmental agencies, administer requirements that cover the design, testing, safety, effectiveness, manufacturing (including good manufacturing practices), quality systems, labeling, promotion and advertising (including restrictions on promoting or advertising a product other than for the product's cleared or approved uses), distribution, importation and post-market surveillance for most of our manufactured products. In addition, we need specific approval or clearance from, and registrations with, regulatory authorities before we can market and sell some products in the United States and certain other countries, including countries in the European Union ("EU").
In the United States, authorization to commercially market a medical device is generally received in one of two ways. The first, known as
pre-market notification or the 510(k) process, requires us to demonstrate that a medical device is substantially equivalent to a legally marketed medical device. The second more rigorous process, known as pre-market approval (“PMA”), requires us to independently demonstrate that a medical device is safe and effective. Many of our Medical segment products are cleared through the 510(k) process and certain Cordis products must be approved through the PMA process.
In the EU, we are required to comply with applicable Medical Device Directives ("MDDs") and obtain CE Mark Certification in order to market medical devices. The EU regulatory bodies finalized a new Medical Device Regulation ("MDR") in 2017, which replaces the existing MDDs after a three-year transition period. Among other things, the MDR clarifies that private label distributors are deemed to be the manufacturer, which will increase our regulatory obligations in the EU with respect to private label products.
It can be costly and time-consuming to obtain regulatory approvals, clearances and registrations of medical devices, and they might not be granted on a timely basis, if at all. Even after we obtain approval or clearance to market a product or obtain product registrations, the product and our manufacturing processes are subject to continued regulatory oversight, including periodic inspection of manufacturing facilities by FDA and other regulatory authorities both in the United States and internationally.
From time to time, we may determine that products we manufacture or market do not meet our specifications, regulatory requirements or published standards. When we or a regulatory agency identify a quality or regulatory issue, we investigate and take appropriate corrective action, which may include recalling the product, correcting the product at the customer location, revising product labeling and notifying customers.
Nuclear Pharmacies and Related Businesses
Our nuclear pharmacies and radiopharmaceutical manufacturing facilities (including for Xofigo) require licenses or permits and must abide by regulations issued by the NRC, applicable state boards of pharmacy and the radiologic health agency or department of health of each state in which we operate, including pharmacy sterile compounding standards and practices. In addition, our radiopharmaceutical manufacturing facilities also must comply with FDA regulations, including good manufacturing practices.
Product Tracing and Supply Chain Integrity
Title II of the DQSA, known as the Drug Supply Chain Security Act, establishes a phased-in national system for tracing pharmaceutical products through the pharmaceutical distribution supply chain to prevent the introduction of counterfeit, adulterated or mislabeled drugs. The first phase of implementation began in 2015, and upon full implementation in 2023, we and other supply chain stakeholders will participate in an electronic, interoperable, prescription drug tracing system. In addition, the FDA also has issued regulations requiring most medical device labeling to bear a unique device identifier. These regulations are being phased in through 2020. The
|
27
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Business
|
||
MDR finalized in the EU in 2017 also introduces a new unique device identifier requirement with a three-year transition period.
Government Healthcare Programs
We are subject to U.S. federal healthcare fraud and abuse laws. These laws generally prohibit persons from soliciting, offering, receiving or paying any compensation in order to induce someone to order, recommend or purchase products or services that are in any way paid for by Medicare, Medicaid or other federally-funded healthcare programs. They also prohibit submitting any fraudulent claim for payment by the federal government. There are similar state healthcare fraud and abuse laws that apply to Medicaid and other state-funded healthcare programs. Violations of these laws may result in criminal or civil penalties, as well as breach of contract claims and
qui tam
actions (false claims cases initiated by private parties purporting to act on behalf of federal or state governments).
Some businesses within each of our segments are Medicare-certified suppliers or participate in other federal and state healthcare programs, such as state Medicaid programs and the federal 340B drug pricing program. These businesses are subject to accreditation and quality standards and other rules and regulations, including applicable reporting, billing, payment and record-keeping requirements. Other businesses within each segment manufacture pharmaceutical or medical products or repackage pharmaceuticals that are purchased or reimbursed through, or are otherwise governed by, federal or state healthcare programs. Failure to comply with applicable eligibility requirements, standards and regulations could result in civil or criminal sanctions, including the loss of our ability to participate in Medicare, Medicaid and other federal and state healthcare programs.
Our U.S. federal and state government contracts are subject to specific procurement requirements. Failure to comply with applicable rules or regulations or with contractual or other requirements may result in monetary damages and criminal or civil penalties as well as termination of our government contracts or our suspension or debarment from government contract work.
Health and Personal Information Practices
We collect, handle and maintain patient-identifiable health information. The U.S. Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as augmented by the Health Information Technology for Economic and Clinical Health Act, and state laws regulate the use and disclosure of patient-identifiable health information, including requiring specified privacy and security
measures. We also collect, handle and maintain other sensitive personal and financial information that is subject to U.S. federal and state laws protecting such information.
The processing and disclosure of personal information is also highly regulated in many other countries in which we operate. In Europe, for example, we are subject to the EU data protection regulations, including the current EU Directive on Data Protection, which requires member states to impose minimum restrictions on the collection, use and transfer of personal data. A new EU General Data Protection Regulation ("GDPR") that will become effective in 2018 and will apply uniformly across the EU includes, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance. The GDPR also requires companies processing personal data of individuals residing in the EU to comply with EU privacy and data protection rules.
Antitrust Laws
The U.S. federal government, most U.S. states and many foreign countries have laws that prohibit certain types of conduct deemed to be anti-competitive. Violations of these laws can result in various sanctions, including criminal and civil penalties. Private plaintiffs also could bring civil lawsuits against us in the United States for alleged antitrust law violations, including claims for treble damages.
Environmental, Health and Safety Laws
In the United States and other countries, we are subject to various federal, state and local environmental laws, as well as laws relating to safe working conditions and laboratory practices.
Laws Relating to Foreign Trade and Operations
U.S. and foreign laws require us to abide by standards relating to the import and export of finished goods, raw materials and supplies and the handling of information. We also must comply with various export control and trade embargo laws, which may require licenses or other authorizations for transactions within some countries or with some counterparties.
Similarly, we are subject to U.S. and foreign laws concerning the conduct of our foreign operations, including the U.S. Foreign Corrupt Practices Act, Chinese anti-corruption laws, the U.K. Bribery Act and other foreign anti-bribery laws. Among other things, these laws generally prohibit companies and their intermediaries from offering, promising or making payments to officials of foreign governments for the purpose of obtaining or retaining business.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
28
|
|
|
Business
|
||
Other Information
Although our agreements with manufacturers sometimes require us to maintain inventory levels within specified ranges, our distribution businesses are generally not required by our customers to maintain particular inventory levels other than as needed to meet service level requirements. Certain supply contracts with U.S. government entities require us to maintain sufficient inventory to meet emergency demands, but we do not believe those requirements materially affect inventory levels.
Our customer return policies generally require that the product be physically returned, subject to restocking fees. We only allow customers to return products that can be added back to inventory and resold at full value, or that 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.
|
29
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Risk Factors
|
||
Risk Factors
The risks described below could materially and adversely affect our results of operations, financial condition, liquidity or cash flows. These are not the only risks we face. Our businesses also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.
We could suffer the adverse effects of competitive pressures.
As described in greater detail in the "Business" section, we operate in markets that are highly competitive. Because of competition, our businesses face continued pricing pressure from our customers and suppliers. If we are unable to offset margin reductions caused by these pricing pressures through steps such as sourcing or cost control measures, additional service offerings and sales of higher margin products, our results of operations and financial condition could be adversely affected.
Our Pharmaceutical segment’s generic pharmaceutical program could be adversely affected by pricing changes and fewer product launches.
Prices for generic pharmaceuticals generally decline over time. During fiscal 2017, generic pharmaceutical customer pricing changes negatively impacted Pharmaceutical segment profit and our consolidated operating earnings and are expected to have a similar negative effect in fiscal 2018. At times, some generic pharmaceuticals may experience price appreciation, which can positively affect our margins. The number of generic pharmaceuticals experiencing price appreciation or declines and the magnitude of pricing changes is uncertain in future fiscal years, and could adversely affect our margins.
The number of new generic pharmaceutical launches also varies from year to year, and the margin impact of these launches varies from product to product. Fewer product launches or launches that are less profitable than prior launches could adversely affect our margins.
Our generic pharmaceutical program has benefited from sourcing generic pharmaceuticals through our Red Oak Sourcing venture with CVS, which sources for both us and CVS. If the venture does not continue to be successful, our margins could be adversely affected.
Our Pharmaceutical segment’s margins under our distribution services agreements with branded pharmaceutical manufacturers are affected by service fees we receive from the manufacturers and prices established by the manufacturers.
Our distribution services agreements with branded pharmaceutical manufacturers generally provide that we receive fees from the manufacturers to compensate us for the services we provide them. Under some agreements, branded pharmaceutical price appreciation also serves as part of our compensation. If our service fees are reduced or, in cases where our compensation is based in part on branded pharmaceutical price appreciation, if manufacturers determine not to increase prices or to implement only small increases, our margins could be adversely affected.
Our business is subject to rigorous regulatory and licensing requirements.
As described in greater detail in the "Business" section, our business is highly regulated in the United States, at both the federal and state level, and in foreign countries. If we fail to comply with regulatory requirements, or if allegations are made that we fail to comply, our results of operations and financial condition could be adversely affected.
To lawfully operate our businesses, we are required to obtain and hold permits, product registrations, licenses and other regulatory approvals from, and to comply with operating and security standards of, numerous governmental bodies. For example, as a wholesale distributor of controlled substances, we must hold valid DEA registrations and state-level licenses, meet various security and operating standards, and comply with the CSA. Failure to maintain or renew necessary permits, product registrations, licenses or approvals, or to comply with required standards, could have an adverse effect on our results of operations and financial condition.
Products that we manufacture, source, distribute or market must comply with regulatory requirements. Noncompliance or concerns over noncompliance may result in suspension of our ability to distribute, import or manufacture products, product bans, recalls or seizures, or criminal or civil sanctions, which, in turn, could result in product liability claims and lawsuits, including class actions. In addition, it can be costly and time-consuming to obtain regulatory approvals or product registrations to market a medical device, and such approvals or registrations might not be granted on a timely basis, if at all.
We are required to comply with laws relating to healthcare fraud and abuse. The requirements of these laws are complex and subject to varying interpretations, and it is possible that regulatory authorities could challenge our policies and practices. If we fail to comply with these laws, we could be subject to federal or state government investigations or
qui tam
actions (false claims cases initiated by private parties purporting to act on behalf of federal or state governments), which could result in civil or criminal sanctions, including the loss of licenses or the ability to participate in Medicare, Medicaid and other federal and state healthcare programs. Such sanctions and damages could adversely affect our results of operations and financial condition.
Some businesses within each of our segments are Medicare-certified suppliers or participate in other federal and state healthcare programs, such as state Medicaid program and the federal 340B drug pricing program. In addition, other businesses within each segment manufacture pharmaceutical or medical products or repackage pharmaceuticals that are purchased or reimbursed through, or are otherwise governed by, federal or state healthcare programs. Failure to comply with applicable eligibility requirements, standards and regulations could result in civil or criminal sanctions, including the loss of our ability to participate in Medicare, Medicaid and other federal and state healthcare programs.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
30
|
|
|
Risk Factors
|
||
Our government contracts are subject to specific procurement requirements. Failure to comply with applicable rules or regulations or with contractual or other requirements may result in monetary damages and criminal or civil penalties as well as termination of our government contracts or our suspension or debarment from government contract work.
We collect, handle and maintain patient-identifiable health information and other sensitive personal and financial information, which are subject to federal, state and foreign laws that regulate the use and disclosure of such information. Regulations currently in place continue to evolve, and new laws in this area could further restrict our ability to collect, handle and maintain personal or patient information, or could require us to incur additional compliance costs, either of which could have an adverse impact on our results of operations. Violations of federal, state or foreign laws concerning privacy and data protection could subject us to civil or criminal penalties, breach of contract claims, costs for remediation and harm to our reputation.
Our global operations are required to comply with the U.S. Foreign Corrupt Practices Act, Chinese anti-corruption laws, the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions and U.S. and foreign export control, trade embargo and customs laws. If we fail to comply with any of these laws, we could suffer civil or criminal sanctions.
Our China operations are subject to national, regional and local regulations. The regulatory environment in China is evolving, and officials in the Chinese government exercise broad discretion in deciding how to interpret and apply regulations. It is possible that the Chinese government's current or future interpretation and application of existing or new regulations will negatively impact our China operations, result in regulatory investigations or lead to fines or penalties.
CVS is a large customer that generates a significant amount of our revenue.
Our sales and credit concentration is significant. CVS accounted for
23 percent
of our fiscal
2017
revenue and
20 percent
of our gross trade receivable balance at
June 30, 2017
. Our pharmaceutical distribution agreements with CVS extend through June 2019. If CVS does not renew our agreements with them, terminates the agreements due to an alleged default by us, defaults in payment or significantly reduces its purchases from us, our results of operations and financial condition could be adversely affected.
We could be subject to adverse changes in the tax laws or challenges to our tax positions.
We are a large multinational corporation with operations in the United States and many foreign countries. As a result, we are subject to the tax laws of many jurisdictions.
From time to time, legislative initiatives are proposed in the United States and other jurisdictions in which we operate that could adversely affect our tax positions, effective tax rate or tax payments. Examples of such initiatives include the repeal of the LIFO (last-in, first-out) method of inventory accounting for income tax purposes, a change in the current U.S. taxation treatment of income from foreign operations, new U.S. import tariffs or taxes, the establishment or
increase in taxation at the U.S. state level on the basis of gross revenues, recommendations of the base erosion and profit shifting project undertaken by the Organization for Economic Cooperation and Development and the European Commission’s investigation into illegal state aid.
Tax laws are complex and subject to varying interpretations. Tax authorities have challenged some of our tax positions and it is possible that they will challenge others. These challenges may adversely affect our effective tax rate or tax payments.
Changes to the U.S. healthcare environment may not be favorable to us.
In recent years, the U.S. healthcare industry has undergone significant changes designed to increase access to medical care, improve safety and patient outcomes, contain costs and increase efficiencies. These changes include adoption of the Patient Protection and Affordable Care Act, a general decline in Medicare and Medicaid reimbursement levels, efforts by healthcare insurance companies to limit or reduce payments to pharmacies and providers, the basis for payments beginning to transition from a fee-for-service model to value-based payments and risk-sharing models, and the industry shifting away from traditional healthcare venues like hospitals and into clinics, physician offices and patients’ homes.
We expect the U.S. healthcare industry to continue to change significantly in the future. Possible changes include repeal and replacement of major parts of the Patient Protection and Affordable Care Act, further reduction or limitations on governmental funding at the state or federal level, efforts by healthcare insurance companies to further limit payments for products and services or changes in legislation or regulations governing prescription pharmaceutical pricing, healthcare services or mandated benefits. These possible changes, and the uncertainty surrounding these possible changes, may cause healthcare industry participants to reduce the amount of products and services they purchase from us or the price they are willing to pay for our products and services, which could adversely affect us.
Consolidation in the U.S. healthcare industry may negatively impact our results of operations.
In recent years, U.S. healthcare industry participants, including distributors, manufacturers, healthcare providers, insurers and pharmacy chains, have consolidated or formed strategic alliances. Consolidations create larger enterprises with greater negotiating power, and also could result in the possible loss of a customer where the combined enterprise selects one distributor from two incumbents. If this consolidation trend continues, it could adversely affect our results of operations.
Our business and operations depend on the proper functioning of information systems, critical facilities and distribution networks. Our business could be adversely affected if we experience a cyber-attack or other systems breach.
We rely on our and third-party service providers' information systems for a wide variety of critical operations, including to obtain, rapidly process, analyze and manage data to:
|
•
|
facilitate the purchase and distribution of inventory items from numerous distribution centers;
|
|
31
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Risk Factors
|
||
|
•
|
receive, process and ship orders on a timely basis;
|
|
•
|
manage accurate billing and collections for thousands of customers;
|
|
•
|
process payments to suppliers;
|
|
•
|
facilitate manufacturing and assembly of medical products; and
|
|
•
|
generate financial information.
|
Our business also depends on the proper functioning of our critical facilities, including our national logistics center, and our distribution networks. Our results of operations could be adversely affected if our or a service provider's information systems, critical facilities or distribution networks are disrupted (including disruption of access), are damaged or fail, whether due to physical disruptions, such as fire, natural disaster, pandemic or power outage, or due to cyber-security incidents, ransomware or other actions of third parties, including labor strikes, political unrest and terrorist attacks. Manufacturing disruptions also can occur due to regulatory action, production quality deviations, safety issues or raw material shortages or defects, or because a key product is manufactured at a single manufacturing facility with limited alternate facilities.
The Pharmaceutical segment is in a multi-year project to replace certain of its finance and operating information systems. If these new systems are not effectively implemented or they fail to operate as intended, it could adversely affect the Pharmaceutical segment’s supply chain operations and our internal control over financial reporting. In addition, from time to time, other businesses perform business process improvements or infrastructure modernizations or use service providers for key systems and processes, such as receiving and processing customer orders, customer service and accounts payable. If any of these initiatives are not successfully or efficiently implemented or maintained, they could adversely affect our business and our internal control over financial reporting.
Our business relies on the secure transmission, storage and hosting of patient-identifiable health information, financial information and other sensitive information relating to our customers, company and workforce. We have programs in place to detect, contain and respond to information security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, hardware, software or applications developed internally or procured from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties also may attempt to gain access to our or a service provider's systems or facilities through fraud, trickery or other forms of deception.
Any compromise of our or a service provider's information systems, including unauthorized access to or use or disclosure of sensitive information, could adversely impact our operations, results of operations or our ability to satisfy legal requirements, including those related to patient-identifiable health information.
We may become involved in legal proceedings that could adversely impact our cash flows or results of operations.
Due to the nature of our business, which includes the distribution of controlled substances and the manufacture of medical products, we may from time to time become involved in disputes, litigation and regulatory matters. Litigation is inherently unpredictable and the unfavorable outcome of one or more of these legal proceedings could adversely affect our results of operations or financial condition.
For example, a number of governmental entities (including counties and municipalities) have filed lawsuits against pharmaceutical wholesale distributors (including us), pharmaceutical manufacturers and retail chains relating to the distribution of prescription opioid pain medications. Some states and other governmental entities have indicated they are considering filing similar lawsuits. We are vigorously defending ourselves in these lawsuits. The defense and resolution of these current and future lawsuits could adversely affect our results of operations and financial condition. See
Note 8
of the “Notes to Consolidated Financial Statements" regarding these matters.
Some of the products that we distribute or manufacture have been and may in the future be alleged to cause personal injury, subjecting us to product liability claims. For example, we are a defendant in product liability lawsuits that allege personal injuries associated with the use of Cordis OptEase and TrapEase inferior vena cava (IVC) filter products and we have accrued an amount for losses and legal defense costs related to these lawsuits, which are discussed in
Note 8
of the “Notes to Consolidated Financial Statements." Any settlement of or judgment for a product liability claim that is not covered by insurance and is in excess of any prior accruals could adversely affect our results of operations and financial condition.
We also operate in an industry characterized by extensive intellectual property litigation. Patent litigation can result in significant damage awards and injunctions that could prevent the manufacture and sale of affected products or force us to make royalty payments in order to continue selling the affected products.
Acquisitions can have unanticipated results.
An important element of our growth strategy has been to acquire other businesses that expand or complement our existing businesses. In fiscal
2017
, we spent
$132 million
to acquire other businesses and in July 2017, we acquired the
Patient Recovery Business
from Medtronic for
$6.1 billion
. The acquisition of the
Patient Recovery Business
as well as other acquisitions involve the following risks: we may overpay for a business or fail to realize the synergies and other benefits we expect from the acquisition; our management’s attention may be diverted to integration efforts; we may fail to retain key personnel of the acquired business; future developments may impair the value of our purchased goodwill or intangible assets; we may face difficulties or delays establishing, integrating or combining operations and systems; we may assume liabilities related to legal proceedings involving the acquired business; we may face challenges retaining the customers of the acquired business; or we may encounter unforeseen internal control, regulatory or compliance issues.
We depend on certain suppliers to make their raw materials and products available to us and are subject to fluctuations in costs of raw materials and products.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
32
|
|
|
Risk Factors
|
||
We depend on the availability of various components, compounds, raw materials and energy supplied by others for our operations. In some instances, for reasons of quality assurance, cost effectiveness, or availability, we procure certain components and raw materials from a sole supplier. Any of our supplier relationships could be interrupted due to events beyond our control, including natural disasters, or could be terminated. In addition, due to the stringent regulations and requirements of the FDA regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for certain components or materials. A sustained supply reduction or interruption, and an inability to develop alternative sources for such supply, could have an adverse effect on our business.
Our manufacturing businesses use oil-based resins, pulp, cotton, latex and other commodities as raw materials in many products. Prices of oil and gas also affect our distribution and transportation costs. Prices of these commodities are volatile and can fluctuate significantly, causing our costs to produce and distribute our products to fluctuate. Due to competitive dynamics and contractual limitations, we may be unable to pass along cost increases through higher prices. If we cannot fully offset cost increases through other cost reductions, or recover these costs through price increases or surcharges, our results of operations could be adversely affected.
Our results of operations may suffer upon the bankruptcy, insolvency, or other credit failure of a customer that has a substantial amount owed to us.
Most of our customers buy products and services from us on credit, which is made available to customers based on our assessment of creditworthiness. The bankruptcy, insolvency or other credit failure of any customer that has a substantial amount owed to us could adversely affect our results of operations.
Recent acquisitions have
increased the extent of our exposure to the economic, political and currency risks of international operations.
We conduct our operations in various regions of the world outside of the United States, including Europe and Asia. The scope and complexity of our international operations expanded with the acquisitions of Cordis and the
Patient Recovery Business
and we may continue to expand our operations outside the United States. Global developments can affect our business in many ways. Our
global operations are affected by local economic environments, including inflation, recession and competition. In addition, we conduct our business in U.S. dollars and various functional currencies of our foreign subsidiaries. Changes in foreign currency exchange rates could adversely affect our financial results, which are reported in U.S. dollars. We may not be able to hedge to protect us against these exposures, and any hedges may not successfully mitigate these exposures. Political changes also can disrupt our global operations, as well as our customers and suppliers, in a particular location. Divergent or unfamiliar regulatory systems and labor markets also can increase the risks and burdens of operating in numerous countries.
Our goodwill may become impaired, which would require us to record a significant charge to earnings in accordance with generally accepted accounting principles.
U.S. GAAP requires us to test our goodwill for impairment on an annual basis, or more frequently if indicators for potential impairment exist. The testing required by GAAP involves estimates and judgments by management. Although we believe our assumptions and estimates are reasonable and appropriate, any changes in key assumptions, including a failure to meet business plans or other unanticipated events and circumstances such as a rise in interest rates, may affect the accuracy or validity of such estimates. We may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, which charge could adversely affect our results of operations. See "Critical Accounting Policies and Sensitive Accounting Estimates" in MD&A above for more information regarding goodwill impairment testing.
Economic conditions may adversely affect demand for our products and services.
Deterioration in general economic conditions in the United States and other countries in which we do business could adversely affect the amount of prescriptions filled and the number of medical procedures undertaken and, therefore, reduce purchases of our products and services, which could adversely affect our results of operations. In addition, deteriorating economic conditions may increase bankruptcies, insolvencies or other credit failures of customers or suppliers, which, if they have a substantial amount owed to us, also could adversely affect our results of operations.
|
33
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Properties and Legal Proceedings
|
||
Properties
In the United States and Puerto Rico, at
June 30, 2017
, the Pharmaceutical segment operated 24 primary pharmaceutical distribution facilities and one national logistics center; six specialty distribution facilities;
and more than 140 nuclear pharmacy and radiopharmaceutical manufacturing facilities.
The Medical segment operated more than 70 medical-surgical distribution, assembly, manufacturing and other operating facilities in the United States and Puerto Rico. Our U.S. operating facilities are located in 45 states.
Outside the United States and Puerto Rico, at
June 30, 2017
, our Medical segment operated 20 facilities in Canada, the Dominican Republic, Malaysia, Malta, Mexico and Thailand that engage in manufacturing, distribution or research. In addition, our
Pharmaceutical and Medical segments utilized various distribution and pharmacy facilities in China.
At
June 30, 2017
, we owned more than 70 operating facilities and leased more than 230 operating facilities around the world. Our
principal executive offices are headquartered in an owned building located at 7000 Cardinal Place in Dublin, Ohio.
In connection with the acquisition of the
Patient Recovery Business
in July 2017, we acquired nine manufacturing facilities in the United States and eight manufacturing facilities outside the United States in Canada, Costa Rica, Germany, Ireland, Japan, Malaysia, Mexico and Thailand.
We consider our operating properties to be in satisfactory condition and adequate to meet our present needs. However, we regularly evaluate operating properties and may make further additions and improvements or consolidate locations as we seek opportunities to expand or enhance the efficiency of our business.
Legal Proceedings
The legal proceedings described in
Note 8
of the "Notes to Consolidated Financial Statements" are incorporated in this "Legal Proceedings" section by reference.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
34
|
|
|
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 closing prices of our common shares as reported on the New York Stock Exchange Composite Tape and the per share dividends declared for the fiscal years ended
June 30, 2017
and
2016
and paid quarterly. It also reflects the range of the reported high and low closing prices of our common shares from July 1, 2017 through the period ended on July 31, 2017 and the per share dividends declared from July 1, 2017 through the period ended on July 31, 2017:
|
High
|
Low
|
Dividends Declared
|
|||||||||
|
Fiscal 2016
|
|||||||||||
|
Quarter Ended:
|
|||||||||||
|
September 30, 2015
|
$
|
87.02
|
|
$
|
76.72
|
|
$
|
0.3870
|
|
||
|
December 31, 2015
|
90.85
|
|
77.12
|
|
0.3870
|
|
|||||
|
March 31, 2016
|
89.68
|
|
76.16
|
|
0.3870
|
|
|||||
|
June 30, 2016
|
87.20
|
|
73.69
|
|
0.4489
|
|
|||||
|
Fiscal 2017
|
|||||||||||
|
Quarter Ended:
|
|||||||||||
|
September 30, 2016
|
$
|
84.92
|
|
$
|
75.26
|
|
$
|
0.4489
|
|
||
|
December 31, 2016
|
76.71
|
|
65.17
|
|
0.4489
|
|
|||||
|
March 31, 2017
|
83.80
|
|
72.47
|
|
0.4489
|
|
|||||
|
June 30, 2017
|
82.71
|
|
71.18
|
|
0.4624
|
|
|||||
|
Fiscal 2018
|
$
|
78.69
|
|
$
|
76.29
|
|
$
|
—
|
|
||
At July 31, 2017 there were approximately
8,239
shareholders of record of our common shares.
We anticipate that we will continue to pay quarterly cash dividends in the future. The payment and amount of future dividends remain, however, within the discretion of our Board of Directors and will depend upon our future earnings, financial condition, capital requirements and other factors.
Issuer Purchases of Equity Securities
|
Period
|
Total Number
of Shares Purchased (1) |
Average Price Paid per Share
|
Total Number of Shares
Purchased as Part of Publicly Announced Programs (2) |
Approximate
Dollar Value of
Shares That May
Yet be Purchased
Under the Programs (2)
(in millions)
|
|||||||||
|
April 2017
|
104
|
|
$
|
72.21
|
|
—
|
|
$
|
443
|
|
|||
|
May 2017
|
104
|
|
72.33
|
|
—
|
|
443
|
|
|||||
|
June 2017
|
104
|
|
75.55
|
|
—
|
|
443
|
|
|||||
|
Total
|
312
|
|
$
|
73.36
|
|
—
|
|
$
|
443
|
|
|||
|
(1)
|
Reflects
104
,
104
and
104
common shares purchased in April, May and June
2017
, respectively, through a rabbi trust as investments of participants in our Deferred Compensation Plan.
|
|
(2)
|
On May 4, 2016, our Board of Directors approved a $1.0 billion share repurchase program that expires on December 31, 2019. During the three months ended
June 30, 2017
, we repurchased
no
common shares under this program. We have
$443 million
available under this program.
|
|
35
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Market for Registrant's Common Equity
|
||
Five Year Performance Graph
The following line graph compares the cumulative total return of our common shares with the cumulative total return of the Standard & Poor’s Composite—500 Stock Index (the "S&P 500 Index") and the Standard & Poor's Composite—500 Healthcare Index (the "S&P 500 Healthcare Index"). The line graph assumes, in each case, an initial investment of $100 on June 30, 2012, based on the market prices at the end of each fiscal year through and including
June 30, 2017
, and reinvestment of dividends. The S&P 500 Index and S&P 500 Healthcare Index investments are weighted on the basis of market capitalization at the beginning of each period.
|
June 30
|
||||||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||||||||||
|
Cardinal Health, Inc.
|
$
|
100.00
|
|
$
|
115.29
|
|
$
|
170.78
|
|
$
|
211.95
|
|
$
|
201.61
|
|
$
|
206.15
|
|
|
S&P 500 Index
|
100.00
|
|
120.58
|
|
150.20
|
|
161.33
|
|
167.74
|
|
197.72
|
|
||||||
|
S&P 500 Healthcare Index
|
100.00
|
|
127.74
|
|
166.13
|
|
206.25
|
|
202.09
|
|
227.28
|
|
||||||
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
36
|
|
|
Reports
|
||
Management Reports
Evaluation of Disclosure Controls and Procedures
We evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of
June 30, 2017
. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of
June 30, 2017
to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls deemed effective now may become inadequate in the future because of changes in conditions, or because compliance with policies or procedures has deteriorated or been circumvented.
Management assessed the effectiveness of our internal control over financial reporting as of
June 30, 2017
. In making this assessment, management used the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). Based on management’s assessment and the COSO criteria, management believes that our internal control over financial reporting was effective as of
June 30, 2017
.
Our independent registered public accounting firm, Ernst & Young LLP, has issued a report on our internal control over financial reporting. Ernst & Young LLP’s report appears following this "Management Reports" section and expresses an unqualified opinion on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
The Pharmaceutical segment is in a multi-year project to replace certain finance and operating information systems, which is affecting internal control over financial reporting. During the quarter ended June 30, 2017, we continued to transition selected processes to the new systems. If these new systems are not effectively implemented or fail to operate as intended, it could adversely affect our internal control over financial reporting. Except for the changes made in connection with implementing the new systems described above, there were no changes in our internal control over financial reporting during the quarter ended
June 30, 2017
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
37
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Reports
|
||
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
The Board of Directors and Shareholders of Cardinal Health, Inc.
We have audited Cardinal Health, Inc. and subsidiaries' internal control over financial reporting as of
June 30, 2017
, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Cardinal Health, Inc. and subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management's Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Cardinal Health, Inc.
and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of
June 30, 2017
, 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, 2017
and
2016
and the related consolidated statements of earnings, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended
June 30, 2017
of Cardinal Health, Inc. and subsidiaries and our report dated
August 10, 2017
expressed an unqualified opinion thereon.
|
/s/ Ernst & Young LLP
|
|
Columbus, Ohio
|
|
August 10, 2017
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
38
|
|
|
Reports
|
||
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Cardinal Health, Inc.
We have audited the accompanying consolidated balance sheets of Cardinal Health, Inc. and subsidiaries as of
June 30, 2017
and
2016
, and the related consolidated statements of earnings, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended
June 30, 2017
. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Cardinal Health, Inc. and subsidiaries at
June 30, 2017
and
2016
, and the consolidated results of their operations and their cash flows for each of the three years in the period ended
June 30, 2017
, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in 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, 2017
, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
August 10, 2017
expressed an unqualified opinion thereon.
|
/s/ Ernst & Young LLP
|
|
Columbus, Ohio
|
|
August 10, 2017
|
|
39
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Financial Statements
|
||
Financial Statements and Supplementary Data
|
Page
|
|
|
Consolidated Financial Statements and Schedule:
|
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
40
|
|
|
Financial Statements
|
||
Consolidated Statements of Earnings
|
(in millions, except per common share amounts)
|
2017
|
2016
|
2015
|
||||||||
|
Revenue
|
$
|
129,976
|
|
$
|
121,546
|
|
$
|
102,531
|
|
||
|
Cost of products sold
|
123,432
|
|
115,003
|
|
96,819
|
|
|||||
|
Gross margin
|
6,544
|
|
6,543
|
|
5,712
|
|
|||||
|
Operating expenses:
|
|||||||||||
|
Distribution, selling, general and administrative expenses
|
3,775
|
|
3,648
|
|
3,240
|
|
|||||
|
Restructuring and employee severance
|
56
|
|
25
|
|
44
|
|
|||||
|
Amortization and other acquisition-related costs
|
527
|
|
459
|
|
281
|
|
|||||
|
Impairments and (gain)/loss on disposal of assets, net
|
18
|
|
21
|
|
(19
|
)
|
|||||
|
Litigation (recoveries)/charges, net
|
48
|
|
(69
|
)
|
5
|
|
|||||
|
Operating earnings
|
2,120
|
|
2,459
|
|
2,161
|
|
|||||
|
Other (income)/expense, net
|
(5
|
)
|
5
|
|
(7
|
)
|
|||||
|
Interest expense, net
|
201
|
|
178
|
|
141
|
|
|||||
|
Loss on extinguishment of debt
|
—
|
|
—
|
|
60
|
|
|||||
|
Earnings from continuing operations before income taxes
|
1,924
|
|
2,276
|
|
1,967
|
|
|||||
|
Provision for income taxes
|
630
|
|
845
|
|
755
|
|
|||||
|
Earnings from continuing operations
|
1,294
|
|
1,431
|
|
1,212
|
|
|||||
|
Earnings from discontinued operations, net of tax
|
—
|
|
—
|
|
3
|
|
|||||
|
Net earnings
|
1,294
|
|
1,431
|
|
1,215
|
|
|||||
|
Less: Net earnings attributable to noncontrolling interests
|
(6
|
)
|
(4
|
)
|
—
|
|
|||||
|
Net earnings attributable to Cardinal Health, Inc.
|
$
|
1,288
|
|
$
|
1,427
|
|
$
|
1,215
|
|
||
|
Basic earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||
|
Continuing operations
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.65
|
|
||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
|||||
|
Net basic earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.66
|
|
||
|
Diluted earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||
|
Continuing operations
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.61
|
|
||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
|||||
|
Net diluted earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.62
|
|
||
|
Weighted-average number of common shares outstanding:
|
|||||||||||
|
Basic
|
317
|
|
327
|
|
332
|
|
|||||
|
Diluted
|
320
|
|
330
|
|
335
|
|
|||||
The accompanying notes are an integral part of these consolidated statements.
|
41
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Financial Statements
|
||
Consolidated Statements of Comprehensive Income
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Net earnings
|
$
|
1,294
|
|
$
|
1,431
|
|
$
|
1,215
|
|
||
|
Other comprehensive income/(loss):
|
|||||||||||
|
Foreign currency translation adjustments and other
|
(25
|
)
|
(82
|
)
|
(104
|
)
|
|||||
|
Net unrealized gain/(loss) on derivative instruments, net of tax
|
16
|
|
(11
|
)
|
11
|
|
|||||
|
Total other comprehensive loss, net of tax
|
(9
|
)
|
(93
|
)
|
(93
|
)
|
|||||
|
Total comprehensive income
|
1,285
|
|
1,338
|
|
1,122
|
|
|||||
|
Less: comprehensive income attributable to noncontrolling interests
|
(6
|
)
|
(4
|
)
|
—
|
|
|||||
|
Total comprehensive income attributable to Cardinal Health, Inc.
|
$
|
1,279
|
|
$
|
1,334
|
|
$
|
1,122
|
|
||
The accompanying notes are an integral part of these consolidated statements.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
42
|
|
|
Financial Statements
|
||
Consolidated Balance Sheets
|
June 30
|
|||||||
|
(in millions)
|
2017
|
2016
|
|||||
|
Assets
|
|||||||
|
Current assets:
|
|||||||
|
Cash and equivalents
|
$
|
6,879
|
|
$
|
2,356
|
|
|
|
Trade receivables, net
|
8,048
|
|
7,405
|
|
|||
|
Inventories, net
|
11,301
|
|
10,615
|
|
|||
|
Prepaid expenses and other
|
2,117
|
|
1,580
|
|
|||
|
Total current assets
|
28,345
|
|
21,956
|
|
|||
|
Property and equipment, net
|
1,879
|
|
1,796
|
|
|||
|
Goodwill and other intangibles, net
|
9,207
|
|
9,426
|
|
|||
|
Other assets
|
681
|
|
944
|
|
|||
|
Total assets
|
$
|
40,112
|
|
$
|
34,122
|
|
|
|
Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Equity
|
|||||||
|
Current liabilities:
|
|||||||
|
Accounts payable
|
$
|
17,906
|
|
$
|
17,306
|
|
|
|
Current portion of long-term obligations and other short-term borrowings
|
1,327
|
|
587
|
|
|||
|
Other accrued liabilities
|
1,988
|
|
1,808
|
|
|||
|
Total current liabilities
|
21,221
|
|
19,701
|
|
|||
|
Long-term obligations, less current portion
|
9,068
|
|
4,952
|
|
|||
|
Deferred income taxes and other liabilities
|
2,877
|
|
2,781
|
|
|||
|
Redeemable noncontrolling interests
|
118
|
|
117
|
|
|||
|
Shareholders’ equity:
|
|||||||
|
Preferred shares, without par value:
|
|||||||
|
Authorized—
500 thousand
shares, Issued—
none
|
—
|
|
—
|
|
|||
|
Common shares, without par value:
|
|||||||
|
Authorized—
755 million
shares, Issued—
327 million
shares and 364 million shares at
June 30, 2017
and 2016, respectively
|
2,697
|
|
3,010
|
|
|||
|
Retained earnings
|
4,967
|
|
6,419
|
|
|||
|
Common shares in treasury, at cost:
11 million
shares and 42 million shares at
June 30, 2017
and 2016, respectively
|
(731
|
)
|
(2,759
|
)
|
|||
|
Accumulated other comprehensive loss
|
(125
|
)
|
(116
|
)
|
|||
|
Total Cardinal Health, Inc. shareholders' equity
|
6,808
|
|
6,554
|
|
|||
|
Noncontrolling interests
|
20
|
|
17
|
|
|||
|
Total shareholders’ equity
|
6,828
|
|
6,571
|
|
|||
|
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
40,112
|
|
$
|
34,122
|
|
|
|
43
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Financial Statements
|
||
Consolidated Statements of Shareholders' Equity
|
Common Shares
|
Treasury Shares
|
Accumulated Other
Comprehensive Income/(Loss) |
Noncontrolling Interests
|
Total
Shareholders’ Equity |
|||||||||||||||||||||||||
|
(in millions)
|
Shares Issued
|
Amount
|
Retained
Earnings |
Shares
|
Amount
|
||||||||||||||||||||||||
|
Balance at June 30, 2014
|
364
|
|
$
|
2,980
|
|
$
|
4,774
|
|
(27
|
)
|
$
|
(1,423
|
)
|
$
|
70
|
|
$
|
—
|
|
$
|
6,401
|
|
|||||||
|
Net earnings
|
1,215
|
|
1,215
|
|
|||||||||||||||||||||||||
|
Other comprehensive loss, net of tax
|
(93
|
)
|
(93
|
)
|
|||||||||||||||||||||||||
|
Employee stock plans activity, including tax impact of $52 million
|
—
|
|
23
|
|
4
|
|
214
|
|
237
|
|
|||||||||||||||||||
|
Treasury shares acquired
|
(13
|
)
|
(1,036
|
)
|
(1,036
|
)
|
|||||||||||||||||||||||
|
Dividends declared
|
(471
|
)
|
(471
|
)
|
|||||||||||||||||||||||||
|
Other
|
3
|
|
3
|
|
|||||||||||||||||||||||||
|
Balance at June 30, 2015
|
364
|
|
3,003
|
|
5,521
|
|
(36
|
)
|
(2,245
|
)
|
(23
|
)
|
—
|
|
6,256
|
|
|||||||||||||
|
Net earnings
|
1,427
|
|
3
|
|
1,430
|
|
|||||||||||||||||||||||
|
Other comprehensive loss, net of tax
|
(93
|
)
|
(93
|
)
|
|||||||||||||||||||||||||
|
Purchase of noncontrolling interests
|
(7
|
)
|
(7
|
)
|
|||||||||||||||||||||||||
|
Employee stock plans activity, including tax benefit of $33 million
|
—
|
|
7
|
|
2
|
|
137
|
|
144
|
|
|||||||||||||||||||
|
Treasury shares acquired
|
(8
|
)
|
(651
|
)
|
(651
|
)
|
|||||||||||||||||||||||
|
Dividends declared
|
(529
|
)
|
(529
|
)
|
|||||||||||||||||||||||||
|
Other
|
—
|
|
21
|
|
21
|
|
|||||||||||||||||||||||
|
Balance at June 30, 2016
|
364
|
|
3,010
|
|
6,419
|
|
(42
|
)
|
(2,759
|
)
|
(116
|
)
|
17
|
|
6,571
|
|
|||||||||||||
|
Net earnings
|
1,288
|
|
2
|
|
1,290
|
|
|||||||||||||||||||||||
|
Other comprehensive loss, net of tax
|
(9
|
)
|
(9
|
)
|
|||||||||||||||||||||||||
|
Purchase of noncontrolling interests
|
(1
|
)
|
(1
|
)
|
|||||||||||||||||||||||||
|
Employee stock plans activity, including tax benefit of $34 million
|
—
|
|
(11
|
)
|
2
|
|
167
|
|
156
|
|
|||||||||||||||||||
|
Treasury shares acquired
|
(8
|
)
|
(600
|
)
|
(600
|
)
|
|||||||||||||||||||||||
|
Dividends declared
|
(580
|
)
|
(580
|
)
|
|||||||||||||||||||||||||
|
Other
|
(1
|
)
|
2
|
|
1
|
|
|||||||||||||||||||||||
|
Retirement of Treasury Shares
|
(37
|
)
|
(302
|
)
|
(2,159
|
)
|
37
|
|
2,461
|
|
—
|
|
|||||||||||||||||
|
Balance at June 30, 2017
|
327
|
|
$
|
2,697
|
|
$
|
4,967
|
|
(11
|
)
|
$
|
(731
|
)
|
$
|
(125
|
)
|
$
|
20
|
|
$
|
6,828
|
|
|||||||
The accompanying notes are an integral part of these consolidated statements.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
44
|
|
|
Financial Statements
|
||
Consolidated Statements of Cash Flows
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Cash flows from operating activities:
|
|||||||||||
|
Net earnings
|
$
|
1,294
|
|
$
|
1,431
|
|
$
|
1,215
|
|
||
|
Earnings from discontinued operations, net of tax
|
—
|
|
—
|
|
(3
|
)
|
|||||
|
Earnings from continuing operations
|
1,294
|
|
1,431
|
|
1,212
|
|
|||||
|
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
717
|
|
641
|
|
451
|
|
|||||
|
Loss on extinguishment of debt
|
—
|
|
—
|
|
60
|
|
|||||
|
(Gain)/Loss on sale of other investments
|
4
|
|
—
|
|
(5
|
)
|
|||||
|
Impairments and (gain)/loss on disposal of assets, net
|
18
|
|
21
|
|
(19
|
)
|
|||||
|
Share-based compensation
|
96
|
|
111
|
|
110
|
|
|||||
|
Provision for deferred income taxes
|
291
|
|
87
|
|
219
|
|
|||||
|
Provision for bad debts
|
63
|
|
73
|
|
52
|
|
|||||
|
Change in fair value of contingent consideration obligation
|
(5
|
)
|
(16
|
)
|
8
|
|
|||||
|
Change in operating assets and liabilities, net of effects from acquisitions:
|
|
||||||||||
|
Increase in trade receivables
|
(665
|
)
|
(866
|
)
|
(870
|
)
|
|||||
|
Increase in inventories
|
(673
|
)
|
(1,179
|
)
|
(779
|
)
|
|||||
|
Increase in accounts payable
|
564
|
|
2,815
|
|
1,948
|
|
|||||
|
Other accrued liabilities and operating items, net
|
(520
|
)
|
(147
|
)
|
153
|
|
|||||
|
Net cash provided by operating activities
|
1,184
|
|
2,971
|
|
2,540
|
|
|||||
|
Cash flows from investing activities:
|
|||||||||||
|
Acquisition of subsidiaries, net of cash acquired
|
(132
|
)
|
(3,614
|
)
|
(503
|
)
|
|||||
|
Additions to property and equipment
|
(387
|
)
|
(465
|
)
|
(300
|
)
|
|||||
|
Purchase of available-for-sale securities and other investments
|
(194
|
)
|
(200
|
)
|
(342
|
)
|
|||||
|
Proceeds from sale of available-for-sale securities and other investments
|
228
|
|
136
|
|
206
|
|
|||||
|
Proceeds from maturities of available-for-sale securities
|
77
|
|
50
|
|
37
|
|
|||||
|
Proceeds from divestitures and disposal of property and equipment and held for sale assets
|
3
|
|
13
|
|
53
|
|
|||||
|
Net cash used in investing activities
|
(405
|
)
|
(4,080
|
)
|
(849
|
)
|
|||||
|
Cash flows from financing activities:
|
|||||||||||
|
Payment of contingent consideration obligation
|
(3
|
)
|
(25
|
)
|
(7
|
)
|
|||||
|
Net change in short-term borrowings
|
3
|
|
26
|
|
(12
|
)
|
|||||
|
Net purchase of noncontrolling interests
|
(12
|
)
|
(10
|
)
|
—
|
|
|||||
|
Reduction of long-term obligations
|
(310
|
)
|
(6
|
)
|
(1,221
|
)
|
|||||
|
Proceeds from interest rate swap terminations
|
14
|
|
—
|
|
—
|
|
|||||
|
Proceeds from long-term obligations, net of issuance costs
|
5,171
|
|
—
|
|
2,672
|
|
|||||
|
Net tax proceeds/(withholding) from share-based compensation
|
26
|
|
6
|
|
72
|
|
|||||
|
Excess tax benefits from share-based compensation
|
34
|
|
33
|
|
52
|
|
|||||
|
Dividends on common shares
|
(577
|
)
|
(512
|
)
|
(460
|
)
|
|||||
|
Purchase of treasury shares
|
(600
|
)
|
(651
|
)
|
(1,036
|
)
|
|||||
|
Net cash provided by/(used in) financing activities
|
3,746
|
|
(1,139
|
)
|
60
|
|
|||||
|
Effect of exchange rates changes on cash and equivalents
|
(2
|
)
|
(12
|
)
|
—
|
|
|||||
|
Net increase/(decrease) in cash and equivalents
|
4,523
|
|
(2,260
|
)
|
1,751
|
|
|||||
|
Cash and equivalents at beginning of period
|
2,356
|
|
4,616
|
|
2,865
|
|
|||||
|
Cash and equivalents at end of period
|
$
|
6,879
|
|
$
|
2,356
|
|
$
|
4,616
|
|
||
|
Supplemental Information:
|
|||||||||||
|
Cash payments for interest
|
$
|
200
|
|
$
|
174
|
|
$
|
150
|
|
||
|
Cash payments for income taxes
|
686
|
|
635
|
|
529
|
|
|||||
The accompanying notes are an integral part of these consolidated statements.
|
45
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Cardinal Health, Inc. is a global, integrated healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories and physician offices. The company provides medical products and pharmaceuticals and cost-effective solutions that enhance supply chain efficiency from hospital to home. Cardinal Health, Inc. connects patients, providers, payers, pharmacists, and manufacturers for integrated care coordination and better patient management. References to “we”, “our” and similar pronouns in these consolidated financial statements are to Cardinal Health, Inc. and its majority-owned or controlled subsidiaries unless the context otherwise requires.
Our fiscal year ends on June 30. References to fiscal
2017
,
2016
and
2015
in these consolidated financial statements are to the fiscal years ended
June 30, 2017
,
2016
and
2015
, respectively.
Basis of Presentation
Our consolidated financial statements include the accounts of all majority-owned or controlled subsidiaries, and all significant intercompany transactions and amounts have been eliminated. To conform to the current year presentation, certain prior year amounts have been reclassified. The results of businesses acquired or disposed of are included in the consolidated financial statements from the date of the acquisition or up to the date of disposal, respectively.
Use of Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in accordance with GAAP requires us to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates, judgments and assumptions are used in the accounting and disclosure related to, among other items, allowance for doubtful accounts, inventory valuation, business combinations, goodwill and other intangible asset impairment, vendor reserves, loss contingencies, self-insurance accruals, income taxes and share-based compensation. Actual amounts could ultimately differ from these estimated amounts.
Cash Equivalents
We consider liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
Receivables and Allowance for Doubtful Accounts
Trade receivables are presented net of an allowance for doubtful accounts of
$137 million
and
$135 million
at
June 30, 2017
and
2016
, respectively. An account is considered past due on the first day after its due date. In accordance with contract terms, we generally have the ability to charge customers service fees or higher prices if an
account is considered past due. We regularly monitor past due accounts and establish appropriate reserves to cover potential losses, which are based primarily on historical collection rates and the credit worthiness of the customer. We write off any amounts deemed uncollectible against the established allowance for doubtful accounts.
We provide financing to various customers. Such financing arrangements range from
1 year
to
5 years
at interest rates that are generally subject to fluctuation. Interest income on these arrangements is recognized as it is earned. The financings may be collateralized, guaranteed by third parties or unsecured. Finance notes and related accrued interest were
$171 million
(current portion
$53 million
) and
$145 million
(current portion
$31 million
) at
June 30, 2017
and
2016
, respectively, and are included in other assets (current portion is included in prepaid expenses and other) in the consolidated balance sheets. Finance notes receivable allowance for doubtful accounts were
$9 million
and
$19 million
at
June 30, 2017
and
2016
, respectively. We estimate an allowance for these financing receivables based on historical collection rates and the credit worthiness of the customer. We write off any amounts deemed uncollectible against the established allowance for doubtful accounts.
Concentrations of Credit Risk
We maintain cash depository accounts with major banks, and we invest in high quality, short-term liquid instruments, and in marketable securities. Our short-term liquid instruments mature within three months and we have not historically incurred any related losses. Investments in marketable debt securities consist of a portfolio of high-grade instruments. Such investments are made only in instruments issued by highly-rated institutions, whose financial condition we monitor.
Our trade receivables and finance notes and related accrued interest are exposed to a concentration of credit risk with customers in the retail and healthcare sectors. Credit risk can be affected by changes in reimbursement and other economic pressures impacting the healthcare industry. Such credit risk is limited due to supporting collateral and the diversity of the customer base, including its wide geographic dispersion. We perform regular credit evaluations of our customers’ financial conditions and maintain reserves for losses through the established allowance for doubtful accounts. Historically, such losses have been within our expectations. Refer to the "Receivables and Allowance for Doubtful Accounts" section within this Note for additional information on the accounting treatment of reserves for allowance for doubtful accounts.
Major Customers
CVS Health Corporation ("CVS") and OptumRx, which are primarily serviced through our Pharmaceutical segment, are our only customers that individually account for at least 10 percent of revenue and gross trade receivables.
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Fiscal 2017 Form 10-K
|
46
|
|
|
Notes to Financial Statements
|
||
The table below summarizes historical percent of revenue and gross trade receivables from CVS and OptumRx.
|
Percent of Revenue
|
Percent of Gross Trade Receivables at June 30
|
|||||||||||||
|
2017
|
2016
|
2015
|
2017
|
2016
|
||||||||||
|
CVS
|
23
|
%
|
25
|
%
|
27
|
%
|
20
|
%
|
22
|
%
|
||||
|
OptumRx
|
11
|
%
|
7
|
%
|
0
|
%
|
1
|
%
|
1
|
%
|
||||
Our pharmaceutical distribution contract with OptumRx began in fiscal
2016
and did not exceed 10 percent until fiscal
2017
.
We have entered into agreements with group purchasing organizations (“GPOs”) which act as purchasing agents that negotiate vendor contracts on behalf of their members. Vizient, Inc. and Premier, Inc. are our
two
largest GPO member relationships in terms of revenue. Sales to members of these
two
GPOs collectively accounted for
21 percent
,
17 percent
and
18 percent
of revenue for fiscal
2017
,
2016
and
2015
, respectively. Our trade receivable balances are with individual members of the GPO, and therefore no significant concentration of credit risk exists with these types of arrangements.
Inventories
A substantial portion of our inventories (
56 percent
and
58 percent
at
June 30, 2017
and
2016
, respectively) are valued at the lower of cost, using the last-in, first-out ("LIFO") method, or market. These inventories are included within the core pharmaceutical distribution facilities of our Pharmaceutical segment (“distribution facilities”) and are primarily merchandise inventories. The LIFO method presumes that the most recent inventory purchases are the first items sold, so LIFO helps us better match current costs and revenue. We believe that the average cost method of inventory valuation provides a reasonable approximation of the current cost of replacing inventory within the distribution facilities. As such, the LIFO reserve is the difference between (a) inventory at the lower of LIFO cost or market and (b) inventory at replacement cost determined using the average cost method of inventory valuation.
If we had used the average cost method of inventory valuation for all inventory within the distribution facilities, the value of our inventories would not have changed in fiscal
2017
or
2016
because inventories valued at LIFO were
$46 million
and
$9 million
higher than the average cost value at
June 30, 2017
and
2016
, respectively. We do not record inventories in excess of replacement cost. As such, we did not record any changes in our LIFO reserve in fiscal
2017
and
2016
.
Our remaining inventory that is not valued at the lower of LIFO or market is stated at the lower of cost, using the first-in, first-out method, or market. Inventories presented in the consolidated balance sheets are net of reserves for excess and obsolete inventory which were
$76 million
and
$79 million
at
June 30, 2017
and
2016
, respectively. We reserve for inventory obsolescence using estimates based on historical experience, historical and projected sales trends, specific categories of inventory and age of on-hand inventory.
Cash Discounts
Manufacturer cash discounts are recorded as a component of inventory cost and recognized as a reduction of cost of products sold when the related inventory is sold.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Property and equipment held for sale are recorded at the lower of cost or fair value less cost to sell. When certain events or changes in operating conditions occur, an impairment assessment may be performed on the recoverability of the carrying amounts.
Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, including capital lease assets which are depreciated over the terms of their respective leases. We generally use the following range of useful lives for our property and equipment categories: buildings and improvements—
3
to
39 years
; machinery and equipment—
3
to
20 years
; and furniture and fixtures—
3
to
7 years
. We recorded depreciation expense of
$314 million
,
$277 million
and
$254 million
for fiscal
2017
,
2016
and
2015
, respectively.
The following table presents the components of property and equipment, net at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Land, building and improvements
|
$
|
1,637
|
|
$
|
1,735
|
|
|
|
Machinery and equipment
|
2,860
|
|
2,608
|
|
|||
|
Furniture and fixtures
|
130
|
|
133
|
|
|||
|
Total property and equipment, at cost
|
4,627
|
|
4,476
|
|
|||
|
Accumulated depreciation and amortization
|
(2,748
|
)
|
(2,680
|
)
|
|||
|
Property and equipment, net
|
$
|
1,879
|
|
$
|
1,796
|
|
|
Repairs and maintenance expenditures are expensed as incurred. Interest on long-term projects is capitalized using a rate that approximates the weighted-average interest rate on long-term obligations, which was
3 percent
at
June 30, 2017
. The amount of capitalized interest was immaterial for all periods presented.
Business Combinations
The assets acquired and liabilities assumed in a business combination, including identifiable intangible assets, are recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. We base the fair values of identifiable intangible assets on detailed valuations that require management to make significant judgments, estimates and assumptions. Critical estimates and assumptions include: expected future cash flows for customer relationships, trade names and other identifiable intangible assets; discount rates that reflect the risk factors associated with future cash flows; and estimates of useful lives. When an acquisition involves contingent consideration, we recognize a liability equal to the fair value of the contingent consideration obligation at the acquisition date. The estimate of fair value of a contingent consideration obligation requires subjective assumptions to be made regarding future business results, discount rates, discount periods and probabilities assigned to various potential business result scenarios. See
Note 2
for additional information regarding our acquisitions.
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|
|
|
Notes to Financial Statements
|
||
Goodwill and Other Intangible Assets
Purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually or when indicators of impairment exist.
Goodwill impairment testing involves a comparison of the estimated fair value of reporting units to the respective carrying amount, which may be performed utilizing either a qualitative or quantitative assessment. A reporting unit is defined as an operating segment or one level below an operating segment (also known as a component). Goodwill impairment testing involves judgment, including the identification of reporting units and the estimation of the fair value of each reporting unit and, if necessary, the estimation of the implied fair value of goodwill.
We have
two
operating segments, which are the same as our reportable segments: Pharmaceutical and Medical. These operating segments are comprised of divisions (components), for which discrete financial information is available. Components are aggregated into reporting units for purposes of goodwill impairment testing to the extent that 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 operating segment (excluding our Cardinal Health at Home division and naviHealth division); Cardinal Health at Home division; and naviHealth division.
Fair value can be determined using market, income or cost-based approaches. Our determination of estimated fair value of the reporting units is based on a combination of the income-based and market-based approaches. Under the income-based approach, we use a discounted cash flow model in which cash flows anticipated over several future periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate risk-adjusted rate of return. We use our internal forecasts to estimate future cash flows, which we believe are consistent with those of a market participant, and include an estimate of long-term growth rates based on our most recent views of the long-term outlook for each reporting unit. Actual results may differ materially from those used in our forecasts. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally-developed forecasts. Discount rates used in our reporting unit valuations ranged from
8.5 percent
to
12.5 percent
. Under the market-based approach, we determine fair value by comparing our reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. To further confirm fair value, we compare the aggregate fair value of our reporting units to our total market capitalization. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including forecasted operating results. The use of alternate estimates and assumptions or changes in the industry or peer groups could materially affect the determination of fair value for each reporting unit and potentially result in goodwill impairment.
We performed annual impairment testing in fiscal
2017
,
2016
and
2015
and concluded that there were no impairments of goodwill as the estimated fair value of each reporting unit exceeded its carrying value.
The impairment test for indefinite-lived intangibles other than goodwill (primarily in-process research and development ("IPR&D")) consists of a comparison of the fair value of the indefinite-lived intangible asset to the carrying value of the asset as of the impairment testing date. If the carrying amount of the indefinite-lived intangible exceeds its fair value, an impairment loss must be recognized in an amount equal to that excess. We estimate the fair value of our indefinite-lived intangibles under the income approach using a discounted cash flow model. We use our internal forecasts, which we believe are consistent with those of a market participant, to estimate future cash flows and include an estimate of long-term growth rates based on our most recent views of the long-term outlook for the indefinite-lived intangible including, among other factors, assumptions on regulatory approval for IPR&D.
Intangible assets with finite lives, primarily customer relationships; trademarks, trade names and patents; and developed technology, are amortized using a combination of straight-line and accelerated methods based on the expected cash flows from the asset over their estimated useful lives. We review intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires a comparison of the carrying amount to the sum of the future forecasted undiscounted cash flows expected to be generated by the asset group. Actual results may differ materially from those used in our forecasts.
Investments
Investments in non-marketable equity securities are accounted for under either the cost or equity method of accounting and are included in other assets in the consolidated balance sheets. For investments in which we can exercise significant influence, we use the equity method of accounting. Our share of the earnings and losses was immaterial, both individually and in the aggregate, for all periods presented and is recorded in other income, net in the consolidated statements of the earnings. We monitor investments for other-than-temporary impairment by considering factors such as the operating performance of the investment and current economic and market conditions.
Marketable securities are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. Unrealized gains and losses on available-for-sale securities, net of applicable taxes, are included within shareholders’ equity in accumulated other comprehensive income ("AOCI"). We monitor these securities for other-than-temporary impairment by considering factors such as the duration that, and the extent to which, the fair value is below cost, the operating performance and credit worthiness of the issuer of the securities and current economic and market conditions. See
Note 5
for additional information regarding available-for-sale securities.
|
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Fiscal 2017 Form 10-K
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|
|
|
Notes to Financial Statements
|
||
Vendor Reserves
In the ordinary course of business, our vendors may dispute deductions taken against payments otherwise due to them or assert other disputes. These disputes are researched and resolved based upon the findings of the research performed. At any given time, there are outstanding items in various stages of research and resolution. In determining appropriate reserves for areas of exposure with our vendors, we assess historical experience and current outstanding claims. We have established various levels of reserves based on the type of claim and status of review. Though the claim types are relatively consistent, we periodically refine our methodology by updating the reserve estimate percentages to reflect actual historical experience. The ultimate outcome of certain claims may be different than our original estimate and may require an adjustment. All adjustments to vendor reserves are included in cost of products sold. In addition, the reserve balance will fluctuate due to variations of outstanding claims from period-to-period, timing of settlements and specific vendor issues, such as bankruptcies. Vendor reserves were
$50 million
and
$62 million
at
June 30, 2017
and
2016
, respectively, excluding third-party returns. See separate section within this Note for a description of third-party returns.
Distribution Services Agreement and Other Vendor Fees
Our Pharmaceutical segment recognizes fees received from distribution services agreements and other fees received from vendors related to the purchase or distribution of the vendors’ inventory when those fees have been earned and we are entitled to payment. Since the benefit provided to a vendor is related to the purchase and distribution of the vendor’s inventory, we recognize the fees as a reduction in the carrying value of the inventory that generated the fees, and as such, a reduction of cost of products sold in our consolidated statements of earnings when the inventory is sold.
Loss Contingencies and Self-Insurance
We accrue for contingencies related to disputes, litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also self-insure for employee healthcare, general liability, certain product liability matters, auto liability, property and workers' compensation. Self-insurance accruals include an estimate for expected settlements or pending claims, defense costs, administrative fees, claim adjustment costs and an estimate for claims incurred but not reported. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies and other liabilities is highly subjective and requires judgments about future events. We regularly review contingencies and our self-insurance accruals to determine whether our accruals and related disclosures are adequate. The amount of ultimate loss may differ from these estimates. See
Note 8
for additional information regarding loss contingencies and product liability lawsuits.
Income Taxes
We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in the respective jurisdictions in which we operate. Deferred taxes are not provided on the unremitted earnings of subsidiaries
outside of the United States when it is expected that these earnings are permanently reinvested.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination of the technical merits of the position, including resolutions of any related appeals or litigation processes. The amount recognized is measured as the largest amount of tax benefit that is greater than
50 percent
likely of being realized upon settlement. See
Note 7
for additional information regarding income taxes.
Other Accrued Liabilities
Other accrued liabilities represent various current obligations, including certain accrued operating expenses and taxes payable.
Noncontrolling Interests and Redeemable Noncontrolling Interests
Noncontrolling interests represent the portion of net earnings, comprehensive income and net assets that is not attributable to Cardinal Health, Inc.
The redeemable noncontrolling interests relate to our
ownership interest in naviHealth Holdings, LLC ("naviHealth"), which we acquired during
fiscal
2016. The redeemable noncontrolling interests are redeemable at the option of the third-party noncontrolling interest holders at any time after the two-year anniversary of the closing, or earlier if a trigger event occurs. As such, the noncontrolling interests have been presented as redeemable noncontrolling interests in our consolidated balance sheets. The noncontrolling interests will be adjusted each period for net earnings and dividends attributable to the noncontrolling interests and changes in the noncontrolling ownership interests, if any. An additional adjustment to the carrying value of the noncontrolling interests may be required if the redemption value under the terms of the agreement exceeds the carrying value. Changes in the carrying value of the noncontrolling interests related to a change in the redemption value will be recorded through retained earnings and will not affect net earnings attributable to Cardinal Health, Inc. See
Note 2
and
Note 12
for additional information regarding redeemable noncontrolling interests.
Share-Based Compensation
Share-based compensation provided to employees is recognized in the consolidated statements of earnings based on the grant date fair value of the awards. The fair value of stock options is determined on the grant date using a lattice valuation model. The fair value of restricted share units and performance share units is determined by the grant date market price of our common shares. The compensation expense associated with nonvested performance share units is dependent on our periodic assessment of the probability of the targets being achieved and our estimate, which may vary over time, of the number of shares that ultimately will be issued. The compensation expense recognized for share-based awards is net of estimated forfeitures and is recognized ratably over the service period of the awards. We classify share-based compensation expense in distribution, selling, general and administrative ("SG&A") expenses to correspond with the same line item as the majority of the cash compensation paid to employees. If awards are modified in connection with a restructuring activity, the incremental share-based
|
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Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
compensation expense is classified in restructuring and employee severance. See
Note 16
for additional information regarding share-based compensation.
Dividends
We paid cash dividends per common share of
$1.80
,
$1.55
and
$1.37
in fiscal
2017
,
2016
and
2015
, respectively.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.
Pharmaceutical Segment
The Pharmaceutical segment recognizes distribution revenue when title transfers to its customers and we have no further obligation to provide services related to such merchandise.
Revenue for deliveries that are directly shipped to customers from the manufacturer when we act as an intermediary in the ordering and delivery of products is recorded gross. This is in accordance with accounting standards addressing reporting revenue on a gross basis as a principal versus on a net basis as an agent. This revenue is recorded on a gross basis since we incur credit risk from the customer, bear the risk of loss for incomplete shipments and do not receive a separate fee or commission for the transaction and, as such, are the primary obligor. Revenue from these sales is recognized when title transfers to the customer and we have no further obligation to provide services related to such merchandise.
Radiopharmaceutical revenue is recognized upon delivery of the product to the customer and we have no further obligation to provide services related to such merchandise.
Medical Segment
The Medical segment recognizes revenue when title transfers to its customers and we have no further obligation to provide services related to such products.
Sales Returns and Allowances
Revenue is recorded net of sales returns and allowances. Our customer return policies generally require that the product be physically returned, subject to restocking fees, in a condition suitable to be added back to inventory and resold at full value, or returned to vendors for credit (“merchantable product”). Product returns are generally consistent throughout the year and typically are not specific to any particular product or customer.
We accrue for estimated sales returns and allowances at the time of sale based upon historical customer return trends, margin rates and processing costs. Our accrual for sales returns is reflected as a reduction of revenue and cost of products sold for the sales price and cost, respectively. At
June 30, 2017
and
2016
, the accrual for estimated sales returns and allowances was
$347 million
and
$386 million
, respectively, the impact of which is reflected in trade receivables, net and inventories, net in the consolidated balance sheets. Sales returns and allowances were
$2.3 billion
,
$2.2 billion
and
$2.0 billion
, for fiscal
2017
,
2016
and
2015
, respectively.
Third-Party Returns
Since we generally do not accept non-merchantable product returns from our customers, many of our customers return non-merchantable pharmaceutical products to the manufacturer through third parties. Since our customers generally do not have a direct relationship with manufacturers, our vendors pass the value of such returns to us (usually in the form of an accounts payable deduction) for distribution to customers. We, in turn, pass the value received, less an administrative fee, to our customer. In certain instances, we pass the estimated value of the return to our customer prior to our receipt of the value from the vendor. Although we believe we have satisfactory protections, we could be subject to claims from customers or vendors if our administration of this overall process was deficient in some respect or our contractual terms with vendors are in conflict with our contractual terms with our customers. We have maintained reserves for some of these situations based on their nature and our historical experience with their resolution.
Shipping and Handling
Shipping and handling costs are primarily included in SG&A expenses in our consolidated statements of earnings. Shipping and handling costs include all delivery expenses as well as all costs to prepare the product for shipment to the end customer. Shipping and handling costs were
$496 million
,
$504 million
and
$454 million
, for fiscal
2017
,
2016
and
2015
, respectively. Revenue received for shipping and handling was immaterial for all periods presented.
Restructuring and Employee Severance
We consider restructuring activities to be programs by which we fundamentally change our operations, such as closing and consolidating facilities, changing the way we manufacture or distribute our products, moving manufacturing of a product to another location, changes in production or business process sourcing, employee severance (including rationalizing headcount or other significant changes in personnel) and realigning operations (including realignment of the management structure of a business unit in response to changing market conditions). See
Note 3
for additional information regarding our restructuring activities.
Amortization and Other Acquisition-Related Costs
We classify certain costs incurred in connection with acquisitions as amortization and other acquisition-related costs in our consolidated statements of earnings. These costs consist of amortization of acquisition-related intangible assets, transaction costs, integration costs and changes in the fair value of contingent consideration obligations. Transaction costs are incurred during the initial evaluation of a potential acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as due diligence activities. Integration costs relate to activities required to combine the operations of an acquired enterprise into our operations and, in the case of the Cordis business, to stand-up the systems and processes needed to support its global footprint. We record changes in the fair value of contingent consideration obligations relating to acquisitions as income or expense in amortization and other acquisition-related costs. See
Note 4
for additional information regarding amortization of acquisition-related intangible assets and
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50
|
|
|
Notes to Financial Statements
|
||
Note 10
for additional information regarding contingent consideration.
Translation of Foreign Currencies
Financial statements of our subsidiaries outside the United States are generally measured using the local currency as the functional currency. Adjustments to translate the assets and liabilities of these foreign subsidiaries into U.S. dollars are accumulated in shareholders’ equity through AOCI utilizing period-end exchange rates. Revenues and expenses of these foreign subsidiaries are translated using average exchange rates during the year.
The foreign currency translation gains/(losses) included in AOCI at
June 30, 2017
and
2016
are presented in
Note 13
. Foreign currency transaction gains and losses for the period are included in the consolidated statements of earnings in their respective financial statement line item.
Interest Rate, Currency and Commodity Risk
All derivative instruments are recognized at fair value on the consolidated balance sheets and all changes in fair value are recognized in net earnings or shareholders’ equity through AOCI, net of tax.
For contracts that qualify for hedge accounting treatment, the hedge contracts must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the contract. Hedge effectiveness is assessed periodically. Any contract not designated as a hedge, or so designated but ineffective, is adjusted to fair value and recognized immediately in net earnings. If a fair value or cash flow hedge ceases to qualify for hedge accounting treatment, the contract continues to be carried on the balance sheet at fair value until settled and future adjustments to the contract’s fair value are recognized immediately in net earnings. If a forecasted transaction is probable not to occur, amounts previously deferred in AOCI are recognized immediately in net earnings. See
Note 11
for additional information regarding our derivative instruments, including the accounting treatment for instruments designated as fair value, cash flow and economic hedges.
Fair Value Measurements
Fair value is defined as the price that would be received upon selling an asset or the price paid to transfer a liability on the measurement date. It focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are:
|
Level 1 -
|
Observable prices in active markets for identical assets and liabilities.
|
|
Level 2 -
|
Observable inputs other than quoted prices in active markets for identical assets and liabilities.
|
|
Level 3 -
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
|
See
Note 10
for additional information regarding fair value measurements.
Recent Financial Accounting Standards
In May 2017, the Financial Accounting Standards Board ("FASB") issued final guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. This guidance will be effective for us in the first quarter of fiscal 2019 and the impact of this new guidance is dependent on future events.
In February 2017, the FASB clarified the guidance on how to account for the derecognition of nonfinancial assets (e.g., real estate, land, buildings, intangibles) and in-substance nonfinancial assets once an entity adopts the new revenue recognition guidance that is discussed in more detail in this section below. The guidance also defines what constitutes an in-substance nonfinancial asset. This guidance will be effective for us in the first quarter of fiscal 2019. We are currently evaluating the impact of this standard on our consolidated financial statements.
In January 2017, the FASB issued amended accounting guidance that simplifies the accounting for goodwill impairment by eliminating the step of measuring a goodwill impairment by estimating the implied fair value of goodwill. Instead, goodwill impairment will be measured as the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. This guidance will be effective for us in the first quarter of fiscal 2021, with early adoption permitted. We are currently evaluating the timing of adoption. The impact of this new guidance is dependent on future events.
Also in January 2017, the FASB issued new accounting guidance that changes the definition of a business when evaluating whether a set of transferred assets and activities is considered a business. This guidance will be effective for us in the first quarter of fiscal 2019, with early adoption permitted. We are currently evaluating the timing of adoption. The impact of adoption is dependent on future events.
In November 2016, the FASB issued amended accounting guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The guidance requires an entity to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. This amendment will be effective for us in the first quarter of fiscal 2019, with early adoption permitted. We are currently evaluating the timing of adoption and the impact of this standard on our consolidated financial statements.
In October 2016, the FASB issued amended accounting guidance that requires an entity to recognize the income tax effect of intercompany sales and transfers of assets other than inventory at the time that the transfer occurs rather than when the asset is sold
|
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|
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to a third party. This amendment will be effective for us in the first quarter of fiscal 2019. We are currently evaluating the impact of this standard on our consolidated financial statements.
In August 2016, the FASB issued accounting guidance which clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including those related to contingent consideration payments made after a business combination, distributions received from equity method investees, debt prepayment or debt extinguishment costs and proceeds from the settlement of insurance claims. This guidance will be effective for us in the first quarter of fiscal 2019. We are currently evaluating the impact of this standard on our consolidated financial statements.
In June 2016, the FASB issued amended accounting guidance that will require entities to measure credit losses on trade and other receivables, held-to-maturity debt securities, loans and other instruments using an "expected credit loss" model that considers historical experience, current conditions and reasonable supportable forecasts. This guidance also requires that credit losses on available-for-sale debt securities with unrealized losses be recognized as allowances rather than as deductions in the amortized cost of the securities. This guidance will be effective for us in the first quarter of fiscal 2021. We are currently evaluating the impact of adoption on our consolidated financial statements.
In March 2016, the FASB issued amended accounting guidance that will change the accounting for certain aspects of share-based compensation to employees. The guidance requires all income tax effects of share-based awards to be recognized in the statement of earnings as awards vest or are settled. Additionally, the guidance increases the amount employers can withhold in shares to cover employee income taxes without requiring liability classification and allows a policy election for accounting for forfeitures. We anticipate the primary impact of the adoption will result in the recognition of excess tax benefits in the income statement on a prospective basis, rather than as a component of equity, and therefore we expect to recognize an immaterial discrete tax benefit or expense in income tax expense on our consolidated financial statements upon adoption in the first quarter of fiscal 2018. The inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from share-based compensation awards depends on our stock price at the date the awards vest.
In February 2016, the FASB issued amended accounting guidance that requires lessees to recognize most leases on the balance sheet as a lease liability and corresponding right-of-use asset. This guidance will be effective for us in the first quarter of fiscal 2020, with early adoption permitted. We are currently evaluating the impact of the adoption on our consolidated financial statements.
In July 2015, the FASB issued amended accounting guidance that simplifies the current guidance surrounding the measurement of inventory. Under this amended guidance, inventory is measured at the lower of cost and net realizable value, which eliminates the need to determine replacement cost and evaluate whether the inventory is above or below net realizable value. Net realizable value is defined
as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amended guidance does not apply to inventory measured under the LIFO method. We adopted this guidance in the fourth quarter of fiscal 2017. The adoption of this guidance did not impact our consolidated financial statements.
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 a software license does not exist in the arrangement, the customer would account for this arrangement as a service contract. We adopted this guidance in the first quarter of fiscal 2017. The adoption of this guidance did not have a material impact on our financial position or results of operations.
Also in April 2015, the FASB issued amended accounting guidance related to the presentation of debt issuance costs in the financial statements. This guidance requires an entity to present such costs in the balance sheet as a direct deduction from the related debt rather than as an asset. We adopted this guidance in the first quarter of fiscal 2017. Upon adoption of this guidance, debt issuance costs of
$29 million
were reclassified from other assets to long-term obligations, less current portion within the consolidated balance sheet.
In August 2014, the FASB issued amended accounting guidance related to uncertainties about an entity’s ability to continue as a going concern. This guidance requires management to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern. We adopted this guidance in the fourth quarter of fiscal 2017. The adoption of this guidance did not impact our financial statement disclosures.
In May 2014, the FASB issued amended accounting guidance related to revenue recognition. This guidance is based on the principle that revenue is recognized in an amount that reflects the consideration to which an entity expects to be entitled in exchange for the transfer of goods or services to customers. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The FASB also subsequently issued several amendments to the standard, including clarification on principal versus agent considerations, performance obligations and licensing, and certain scope improvements and practical expedients.
We continue to make progress on our evaluation of the amended guidance, including identification of revenue streams and customer contract reviews. Our revenue is primarily distribution revenue, which we recognize at a point in time when title transfers to customers and we have no further obligation to provide services related to such merchandise. Although we are continuing to assess the impact of the amended guidance, we generally anticipate that the timing of recognition of distribution revenue will be substantially unchanged under the amended guidance.
The amended guidance will be effective for us in the first quarter of fiscal 2019 and permits adoption under either the full retrospective
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
52
|
|
|
Notes to Financial Statements
|
||
approach (recognize effects of the amended guidance in each prior reporting period presented) or the modified retrospective approach (recognize the cumulative effect of adoption as an adjustment to retained earnings at the date of initial application). We are still evaluating our method of adoption.
2. Acquisitions
While we have completed acquisitions impacting the Pharmaceutical segment
during fiscal
2017
,
the pro forma results of operations and the results of operations for acquired businesses since the acquisition dates have not been separately disclosed because the effects were not significant compared to the consolidated financial statements, individually or in the aggregate. The cash paid for these acquisitions, net of cash acquired, was $
132 million
. During the three months ended
June 30, 2017
, we completed the largest of these acquisitions for a purchase price of approximately $
80 million
, which was paid in cash, and potential maximum contingent payments of $
230 million
. As of
June 30, 2017
, we recorded a
$19 million
contingent consideration obligation in connection with this acquisition.
Cordis
On
October 2, 2015
, we acquired Cordis from Ethicon, Inc., a wholly-owned subsidiary of Johnson & Johnson, for
$1.9 billion
using cash on hand and proceeds from our debt offering in June
2015
. The acquisition of Cordis, a global manufacturer and distributor of interventional cardiology devices and endovascular solutions with operations in more than
50
countries, expands our Medical segment's portfolio of self-manufactured products and its geographic scope. We closed the Cordis acquisition in
20
principal countries on
October 2, 2015
, and acquired control of, as described in GAAP, and the rights to, the net economic benefit from the entire Cordis business in the remaining countries at that time.
Transaction and integration costs associated with the acquisition of Cordis were
$61 million
and
$78 million
during fiscal
2017
and
2016
, respectively, and are included in amortization and other acquisition-related costs in the consolidated statements of earnings.
naviHealth
On
August 26, 2015
, we acquired a
71 percent
ownership interest in naviHealth for
$238 million
, net of cash acquired of
$53 million
. We funded the acquisition with cash on hand. The acquisition of naviHealth, a leader in post-acute care management solutions, expands our ability to serve hospitals, other healthcare providers, and payers. We consolidate the results of naviHealth in our consolidated financial statements and report its consolidated results in our Medical segment. The terms of the agreement provide us with the option to acquire any remaining noncontrolling interests at any time after the
two
-year anniversary of the closing. The third-party noncontrolling interest holders also hold an option, which allows them to sell their noncontrolling interests to us at any time after the two-year anniversary of the closing, or earlier if a trigger event occurs. Refer to
Note 12
for further information on the redeemable noncontrolling interests. We also completed acquisitions within naviHealth during fiscal
2016
for
$242 million
, which were paid in cash and increased our ownership interest to
82 percent
.
Harvard Drug
On
July 2, 2015
, we completed the acquisition of The Harvard Drug Group ("Harvard Drug") for
$1.1 billion
using cash on hand and proceeds from our debt offering in June
2015
. The acquisition of Harvard Drug, a distributor of generic pharmaceuticals, over-the-counter healthcare and related products to retail, institutional, and alternate care customers, enhances our Pharmaceutical segment's generic pharmaceutical distribution and related services businesses. Harvard Drug also repackages generic pharmaceuticals and over-the-counter healthcare products.
Fair Value of Assets Acquired and Liabilities Assumed
The allocation of the fair value of assets acquired and liabilities assumed for the acquisitions of Cordis, Harvard Drug and naviHealth were finalized during the fiscal year ended
June 30, 2017
.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition dates for Cordis, naviHealth and Harvard Drug:
|
(in millions)
|
Cordis
|
naviHealth
|
Harvard Drug
|
||||||||
|
Identifiable intangible assets:
|
|||||||||||
|
Customer relationships (1)
|
$
|
225
|
|
$
|
38
|
|
$
|
470
|
|
||
|
Trade names (2)
|
125
|
|
16
|
|
130
|
|
|||||
|
Developed technology (3)
|
395
|
|
61
|
|
—
|
|
|||||
|
In-process research and development (4)
|
55
|
|
—
|
|
—
|
|
|||||
|
Total identifiable intangible assets acquired
|
800
|
|
115
|
|
600
|
|
|||||
|
Cash and equivalents
|
—
|
|
53
|
|
44
|
|
|||||
|
Trade receivables
|
—
|
|
31
|
|
67
|
|
|||||
|
Inventories
|
205
|
|
—
|
|
49
|
|
|||||
|
Prepaid expenses and other
|
4
|
|
14
|
|
11
|
|
|||||
|
Property and equipment
|
97
|
|
5
|
|
16
|
|
|||||
|
Other assets
|
44
|
|
1
|
|
—
|
|
|||||
|
Accounts payable
|
(82
|
)
|
(2
|
)
|
(47
|
)
|
|||||
|
Other accrued liabilities
|
(85
|
)
|
(95
|
)
|
(37
|
)
|
|||||
|
Deferred income taxes and other liabilities
|
(13
|
)
|
(33
|
)
|
(188
|
)
|
|||||
|
Redeemable noncontrolling interests
|
—
|
|
(119
|
)
|
—
|
|
|||||
|
Total identifiable net assets/(liabilities) acquired
|
970
|
|
(30
|
)
|
515
|
|
|||||
|
Goodwill
|
914
|
|
321
|
|
634
|
|
|||||
|
Total net assets acquired
|
$
|
1,884
|
|
$
|
291
|
|
$
|
1,149
|
|
||
|
(1)
|
The weighted-average useful lives of customer relationships range from
4
to
13
years.
|
|
(2)
|
The weighted-average useful lives of trade names range from
10
to
20
years.
|
|
(3)
|
The weighted-average useful life of developed technology is
10
years.
|
|
(4)
|
Acquired in-process research and development intangible assets have an indefinite life.
|
|
53
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
3. Restructuring and Employee Severance
The following tables summarize restructuring and employee severance costs:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Employee-related costs (1)
|
$
|
51
|
|
$
|
15
|
|
$
|
34
|
|
||
|
Facility exit and other costs (2)
|
5
|
|
10
|
|
10
|
|
|||||
|
Total restructuring and employee severance
|
$
|
56
|
|
$
|
25
|
|
$
|
44
|
|
||
|
(1)
|
Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and duplicate payroll costs during transition periods.
|
|
(2)
|
Facility exit and other costs primarily consist of lease termination costs, accelerated depreciation, equipment relocation costs, project consulting fees and costs associated with restructuring our delivery of information technology infrastructure services.
|
The following table summarizes activity related to liabilities associated with restructuring and employee severance:
|
(in millions)
|
Employee-
Related Costs
|
Facility Exit
and Other Costs
|
Total
|
||||||||
|
Balance at June 30, 2015
|
$
|
22
|
|
$
|
—
|
|
$
|
22
|
|
||
|
Additions
|
17
|
|
2
|
|
19
|
|
|||||
|
Payments and other adjustments
|
(24
|
)
|
(1
|
)
|
(25
|
)
|
|||||
|
Balance at June 30, 2016
|
15
|
|
1
|
|
16
|
|
|||||
|
Additions
|
43
|
|
1
|
|
44
|
|
|||||
|
Payments and other adjustments
|
(17
|
)
|
(2
|
)
|
(19
|
)
|
|||||
|
Balance at June 30, 2017
|
$
|
41
|
|
$
|
—
|
|
$
|
41
|
|
||
4. Goodwill and Other Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill by segment and in total:
|
(in millions)
|
Pharmaceutical (1)
|
Medical
|
Total
|
|||||||||
|
Balance at June 30, 2015
|
$
|
2,199
|
|
$
|
2,871
|
|
$
|
5,070
|
|
|||
|
Goodwill acquired, net of purchase price adjustments
|
738
|
|
1,382
|
|
2,120
|
|
||||||
|
Foreign currency translation adjustments and other
|
(18
|
)
|
(5
|
)
|
(23
|
)
|
||||||
|
Balance at June 30, 2016
|
2,919
|
|
0
|
|
4,248
|
|
7,167
|
|
||||
|
Goodwill acquired, net of purchase price adjustments
|
29
|
|
35
|
|
64
|
|
||||||
|
Foreign currency translation adjustments and other
|
(9
|
)
|
(1
|
)
|
(10
|
)
|
||||||
|
Balance at June 30, 2017
|
$
|
2,939
|
|
$
|
4,282
|
|
$
|
7,221
|
|
|||
|
(1)
|
At
June 30, 2017
the accumulated goodwill impairment loss was
$829 million
.
|
The increase in the Pharmaceutical segment goodwill during fiscal
2017
is due to acquisitions. Goodwill recognized in connection with acquisitions primarily represents the expected benefits from synergies of integrating this business, the existing workforce of the acquired entity and the expected growth from new customers.
The increase in the Medical segment goodwill during fiscal
2017
is primarily due to the Cordis acquisition. During fiscal 2017, we
recorded additional goodwill for Cordis, substantially all of which was to increase an accrual for assumed pre-acquisition product liability lawsuits. The majority of the goodwill acquired in connection with the acquisition of Cordis is deductible for tax purposes. See
Note 8
for further discussion of the product liability lawsuits.
See
Note 2
for further discussion of these acquisitions.
Other Intangible Assets
The following tables summarize other intangible assets by class at June 30:
|
2017
|
|||||||||||||
|
(in millions)
|
Gross
Intangible
|
Accumulated
Amortization
|
Net
Intangible
|
Weighted- Average Remaining Amortization Period (Years)
|
|||||||||
|
Indefinite-life intangibles:
|
|||||||||||||
|
IPR&D, trademarks and other
|
$
|
61
|
|
$
|
—
|
|
$
|
61
|
|
N/A
|
|||
|
Total indefinite-life intangibles
|
61
|
|
—
|
|
61
|
|
N/A
|
||||||
|
Definite-life intangibles:
|
|||||||||||||
|
Customer relationships
|
1,966
|
|
967
|
|
999
|
|
9
|
||||||
|
Trademarks, trade names, and patents
|
509
|
|
195
|
|
314
|
|
14
|
||||||
|
Developed technology and other
|
916
|
|
304
|
|
612
|
|
10
|
||||||
|
Total definite-life intangibles
|
3,391
|
|
1,466
|
|
1,925
|
|
10
|
||||||
|
Total other intangible assets
|
$
|
3,452
|
|
$
|
1,466
|
|
$
|
1,986
|
|
N/A
|
|||
|
2016
|
|||||||||||
|
(in millions)
|
Gross
Intangible
|
Accumulated
Amortization
|
Net
Intangible
|
||||||||
|
Indefinite-life intangibles:
|
|||||||||||
|
IPR&D, trademarks and other
|
$
|
72
|
|
$
|
—
|
|
$
|
72
|
|
||
|
Total indefinite-life intangibles
|
72
|
|
—
|
|
72
|
|
|||||
|
Definite-life intangibles:
|
|||||||||||
|
Customer relationships
|
1,946
|
|
737
|
|
1,209
|
|
|||||
|
Trademarks, trade names, and patents
|
508
|
|
140
|
|
368
|
|
|||||
|
Developed technology and other
|
808
|
|
198
|
|
610
|
|
|||||
|
Total definite-life intangibles
|
3,262
|
|
1,075
|
|
2,187
|
|
|||||
|
Total other intangible assets
|
$
|
3,334
|
|
$
|
1,075
|
|
$
|
2,259
|
|
||
Total amortization of intangible assets was
$395 million
,
$355 million
and
$191 million
for fiscal
2017
,
2016
and
2015
, respectively. The estimated annual amortization for intangible assets, excluding intangible assets that may be added as a result of acquisitions that had not yet closed as of June 30, 2017, for fiscal
2018
through
2022
is as follows:
$370 million
,
$301 million
,
$270 million
,
$219 million
and
$195 million
.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
54
|
|
|
Notes to Financial Statements
|
||
5. Available-for-Sale Securities
We invest in marketable securities, which are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. We held the following investments in marketable securities at fair value at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Current available-for-sale securities:
|
|||||||
|
Commercial paper
|
$
|
—
|
|
$
|
—
|
|
|
|
Treasury bills
|
25
|
|
3
|
|
|||
|
International bonds
|
3
|
|
2
|
|
|||
|
Corporate bonds
|
30
|
|
58
|
|
|||
|
U.S. agency bonds
|
3
|
|
6
|
|
|||
|
Asset-backed securities
|
3
|
|
28
|
|
|||
|
International equity securities
|
1
|
|
2
|
|
|||
|
U.S. agency mortgage-backed securities
|
—
|
|
14
|
|
|||
|
Total current available-for-sale securities
|
65
|
|
113
|
|
|||
|
Long-term available-for-sale securities:
|
|||||||
|
Treasury bills
|
—
|
|
10
|
|
|||
|
International bonds
|
—
|
|
1
|
|
|||
|
Corporate bonds
|
—
|
|
36
|
|
|||
|
U.S. agency bonds
|
—
|
|
9
|
|
|||
|
Asset-backed securities
|
—
|
|
17
|
|
|||
|
U.S. agency mortgage-backed securities
|
—
|
|
14
|
|
|||
|
Total long-term available-for-sale securities
|
—
|
|
87
|
|
|||
|
Total available-for-sale securities
|
$
|
65
|
|
$
|
200
|
|
|
Gross unrealized gains and losses were immaterial at both
June 30, 2017
and
2016
. During fiscal
2017
,
2016
and
2015
gross realized gains and losses were immaterial and we did not recognize any other-than-temporary-impairments. At
June 30, 2017
, the weighted-average effective maturity of our current investments is approximately
7 months
.
6. Long-Term Obligations and Other Short-Term Borrowings
The following table summarizes long-term obligations and other short-term borrowings at June 30:
|
(in millions) (1)
|
2017
|
2016
|
|||||
|
1.9% Notes due 2017
|
$
|
—
|
|
$
|
251
|
|
|
|
1.7% Notes due 2018
|
400
|
|
405
|
|
|||
|
1.95% Notes due 2018
|
547
|
|
554
|
|
|||
|
1.948% Notes due 2019
|
996
|
|
—
|
|
|||
|
2.4% Notes due 2019
|
453
|
|
461
|
|
|||
|
4.625% Notes due 2020
|
519
|
|
528
|
|
|||
|
2.616% Notes due 2022
|
1,142
|
|
—
|
|
|||
|
3.2% Notes due 2022
|
248
|
|
253
|
|
|||
|
Floating Rate Notes due 2022
|
347
|
|
—
|
|
|||
|
3.2% Notes due 2023
|
544
|
|
549
|
|
|||
|
3.079% Notes due 2024
|
744
|
|
—
|
|
|||
|
3.5% Notes due 2024
|
396
|
|
398
|
|
|||
|
3.75% Notes due 2025
|
481
|
|
505
|
|
|||
|
3.410% Notes due 2027
|
1,340
|
|
—
|
|
|||
|
4.6% Notes due 2043
|
346
|
|
349
|
|
|||
|
4.5% Notes due 2044
|
341
|
|
345
|
|
|||
|
4.9% Notes due 2045
|
445
|
|
450
|
|
|||
|
4.368% Notes due 2047
|
594
|
|
—
|
|
|||
|
7.8% Debentures due 2016
|
—
|
|
37
|
|
|||
|
7.0% Debentures due 2026
|
124
|
|
124
|
|
|||
|
Other obligations
|
388
|
|
330
|
|
|||
|
Total
|
10,395
|
|
5,539
|
|
|||
|
Less: current portion of long-term obligations and other short-term borrowings
|
1,327
|
|
587
|
|
|||
|
Long-term obligations, less current portion
|
$
|
9,068
|
|
$
|
4,952
|
|
|
(1) Maturities are presented on a calendar year basis.
Maturities of existing long-term obligations and other short-term borrowings for fiscal
2018
through
2022
and thereafter are as follows:
$1,327 million
,
$998 million
,
$454 million
,
$521 million
,
$1,738 million
and
$5,357 million
.
Long-Term Debt
All the notes represent unsecured obligations of Cardinal Health, Inc. and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The
7.0%
and
7.8%
Debentures represent unsecured obligations of Allegiance Corporation (a wholly-owned subsidiary), which Cardinal Health, Inc. has guaranteed. None of these obligations are subject to a sinking fund and the Allegiance obligations are not redeemable prior to maturity. Interest is paid pursuant to the terms of the obligations. These notes are effectively subordinated to the liabilities of our subsidiaries, including trade payables of
$17.9 billion
.
In June 2017, we issued additional debt with the aggregate principal amount of
$5.2 billion
to fund a portion of the acquisition of the Patient Care, Deep Vein Thrombosis and Nutritional Insufficiency businesses (the "
Patient Recovery Business
") from Medtronic plc ("Medtronic"),
|
55
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
which closed on
July 29, 2017
, to redeem the
1.7%
Notes due 2018
and for general corporate purposes. The notes issued in conjunction with the acquisition are
1.948%
Notes due 2019,
2.616%
Notes due 2022,
3.079%
Notes due 2024,
3.410%
Notes due 2027,
4.368%
Notes due 2047, and floating rate Notes due 2022. The amount of the notes issued net of discounts, premiums, mark-to-market of any interest rate swaps and debt issuance costs was
$5.2 billion
. We also had obtained a commitment letter in April 2017 from a financial institution for a
$4.5 billion
unsecured bridge term loan facility that could have been used to complete the acquisition of the Patient Recovery Business. We incurred fees related to the facility, which are included in interest expense, net.
No
amounts were drawn under the bridge term loan facility and we terminated the commitment letter in June 2017.
In June 2015, we sold
$550 million
aggregate principal amount of
1.95%
Notes that mature on June 15, 2018,
$500 million
aggregate principal amount of
3.75%
Notes that mature on September 15, 2025, and
$450 million
aggregate principal amount of
4.9%
Notes that mature on September 15, 2045. We used the net proceeds from the offering to pay part of the purchase price to acquire Harvard Drug on
July 2, 2015
and Cordis on
October 2, 2015
, as discussed further in
Note 2
.
In November 2014, we sold
$450 million
aggregate principal amount of
2.4%
Notes that mature on November 15, 2019,
$400 million
aggregate principal amount of
3.5%
Notes that mature on November 15, 2024 and
$350 million
aggregate principal amount of
4.5%
Notes that mature on November 15, 2044.
In December 2014, we redeemed certain outstanding notes at a redemption price equal to
100%
of the principal amount and any accrued but unpaid interest, plus the applicable make-whole premium. As a result of the redemption, we incurred a loss on the extinguishment of debt of
$60 million
(
$37 million
, net of tax), which included a make-whole premium of
$80 million
, write-off of
$2 million
of unamortized debt issuance costs, and an offsetting
$22 million
fair value adjustment to the respective debt related to previously terminated interest rate swaps.
If we undergo a change of control, as defined in the notes, and if the notes receive specified ratings below investment grade by each of Standard & Poors Ratings Services, Moody’s Investors Services and Fitch Ratings, any holder of the notes, excluding the debentures, can require with respect to the notes owned by such holder, or we can offer, to repurchase the notes at
101%
of the principal amount plus accrued and unpaid interest.
Other Financing Arrangements
In addition to cash and equivalents and operating cash flow, other sources of liquidity include a
$1.75 billion
revolving credit facility and a
$700 million
committed receivables sales facility program. In November 2016, we renewed our committed receivables sales facility program through Cardinal Health Funding, LLC (“CHF”) through November 1, 2019. CHF was organized for the sole purpose of buying receivables and selling undivided interests in those receivables to third-party purchasers. Although consolidated with Cardinal Health, Inc. in accordance with GAAP, CHF is a separate legal entity from Cardinal Health, Inc. and from our subsidiary that sells receivables
to CHF. CHF is designed to be a special purpose, bankruptcy-remote entity whose assets are available solely to satisfy the claims of its creditors.
We also maintain a commercial paper program, backed by our revolving credit facility, which we increased in December 2015 from
$1.5 billion
to
$1.75 billion
. At
June 30, 2017
, we had no amounts outstanding under the revolving credit facility; however, availability was reduced by outstanding letters of credit of
$20 million
and
$14 million
at
June 30, 2017
and
2016
, respectively. We also had no amounts outstanding under the committed receivables sales facility program; however, availability was reduced by outstanding standby letters of credit of
$46 million
and
$40 million
at
June 30, 2017
and
2016
, respectively. Under our commercial paper program, we had a maximum amount outstanding of
$855 million
and an average daily amount outstanding of
$58 million
during the fiscal year ended
June 30, 2017
. We had no amount outstanding as of
June 30, 2017
.
Our revolving credit facility and committed receivables sales facility program require us to maintain a consolidated leverage ratio of no more than
3.25
-to-1. As a result of the acquisition of the Patient Recovery Business, we
temporarily increased this ratio to
4.25
-to-1.
As of
June 30, 2017
, we were in compliance with these financial covenants.
We also maintain other short-term credit facilities and an unsecured line of credit that allowed for borrowings up to
$690 million
and
$699 million
at
June 30, 2017
and
2016
, respectively. The
$388 million
and
$330 million
balance of other obligations at
June 30, 2017
and
2016
, respectively, consisted of short-term borrowings and capital leases.
7. Income Taxes
The following table summarizes earnings from continuing operations before income taxes:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
U.S. operations
|
$
|
1,772
|
|
$
|
2,050
|
|
$
|
1,733
|
|
||
|
Non-U.S. operations
|
152
|
|
226
|
|
234
|
|
|||||
|
Earnings from continuing operations before income taxes
|
$
|
1,924
|
|
$
|
2,276
|
|
$
|
1,967
|
|
||
The following table summarizes the components of provision for income taxes from continuing operations:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Current:
|
|||||||||||
|
Federal
|
$
|
273
|
|
$
|
633
|
|
$
|
424
|
|
||
|
State and local
|
10
|
|
52
|
|
83
|
|
|||||
|
Non-U.S.
|
56
|
|
73
|
|
29
|
|
|||||
|
Total current
|
$
|
339
|
|
$
|
758
|
|
$
|
536
|
|
||
|
Deferred:
|
|||||||||||
|
Federal
|
$
|
258
|
|
$
|
96
|
|
$
|
196
|
|
||
|
State and local
|
37
|
|
12
|
|
24
|
|
|||||
|
Non-U.S.
|
(4
|
)
|
(21
|
)
|
(1
|
)
|
|||||
|
Total deferred
|
291
|
|
87
|
|
219
|
|
|||||
|
Provision for income taxes
|
$
|
630
|
|
$
|
845
|
|
$
|
755
|
|
||
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
56
|
|
|
Notes to Financial Statements
|
||
The following table presents a reconciliation of the provision based on the federal statutory income tax rate to our effective income tax rate from continuing operations:
|
|
2017
|
2016
|
2015
|
|||||
|
Provision at federal statutory rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||
|
State and local income taxes, net of federal benefit
|
1.0
|
|
1.5
|
|
4.1
|
|
||
|
Foreign tax rate differential
|
(0.2
|
)
|
(0.6
|
)
|
(2.4
|
)
|
||
|
Nondeductible/nontaxable items
|
0.2
|
|
1.0
|
|
0.7
|
|
||
|
Other
|
(3.3
|
)
|
0.2
|
|
1.0
|
|
||
|
Effective income tax rate
|
32.7
|
%
|
37.1
|
%
|
38.4
|
%
|
||
At
June 30, 2017
, we had
$700 million
of undistributed earnings from non-U.S. subsidiaries that are intended to be permanently reinvested in non-U.S. operations. Because these earnings are considered permanently reinvested, no U.S. tax provision has been accrued related to the repatriation of these earnings. It is not practicable to estimate the amount of U.S. tax that might be payable on the eventual remittance of such earnings. This amount decreased from the prior year due to the realignment of foreign subsidiaries in anticipation of closing the acquisition of the Patient Recovery Business.
Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities and operating loss and tax credit carryforwards for tax purposes. The following table presents the components of the deferred income tax assets and liabilities at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Deferred income tax assets:
|
|||||||
|
Receivable basis difference
|
$
|
42
|
|
$
|
44
|
|
|
|
Accrued liabilities
|
125
|
|
133
|
|
|||
|
Share-based compensation
|
53
|
|
56
|
|
|||
|
Loss and tax credit carryforwards
|
378
|
|
193
|
|
|||
|
Deferred tax assets related to uncertain tax positions
|
51
|
|
95
|
|
|||
|
Other
|
43
|
|
46
|
|
|||
|
Total deferred income tax assets
|
692
|
|
567
|
|
|||
|
Valuation allowance for deferred income tax assets
|
(237
|
)
|
(93
|
)
|
|||
|
Net deferred income tax assets
|
$
|
455
|
|
$
|
474
|
|
|
|
Deferred income tax liabilities:
|
|||||||
|
Inventory basis differences
|
$
|
(1,578
|
)
|
$
|
(1,351
|
)
|
|
|
Property-related
|
(183
|
)
|
(172
|
)
|
|||
|
Goodwill and other intangibles
|
(570
|
)
|
(607
|
)
|
|||
|
Total deferred income tax liabilities
|
$
|
(2,331
|
)
|
$
|
(2,130
|
)
|
|
|
Net deferred income tax liability
|
$
|
(1,876
|
)
|
$
|
(1,656
|
)
|
|
Deferred income tax assets and liabilities in the preceding table, after netting by taxing jurisdiction, are in the following captions in the consolidated balance sheets at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Noncurrent deferred income tax asset (1)
|
73
|
|
42
|
|
|||
|
Noncurrent deferred income tax liability (2)
|
(1,949
|
)
|
(1,698
|
)
|
|||
|
Net deferred income tax liability
|
$
|
(1,876
|
)
|
$
|
(1,656
|
)
|
|
|
(1)
|
Included in other assets in the consolidated balance sheets.
|
|
(2)
|
Included in deferred income taxes and other liabilities in the consolidated balance sheets.
|
At
June 30, 2017
we had gross federal, state and international loss and credit carryforwards of
$225 million
,
$1,406 million
and
$590 million
, respectively, the tax effect of which is an aggregate deferred tax asset of
$378 million
. Substantially all of these carryforwards are available for at least three years. Approximately
$223 million
of the valuation allowance at
June 30, 2017
applies to certain federal, state and international loss 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. The increase in international loss carryforwards and valuation allowances are due to the realignment of foreign subsidiaries in anticipation of closing the acquisition of the Patient Recovery Business.
We had
$417 million
,
$527 million
and
$542 million
of unrecognized tax benefits at
June 30, 2017
,
2016
and
2015
, respectively. The
June 30, 2017
,
2016
and
2015
balances include
$268 million
,
$355 million
and
$357 million
, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits would not affect our effective tax rate. We include the full amount of unrecognized tax benefits in deferred income taxes and other liabilities in the consolidated balance sheets. The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Balance at beginning of fiscal year
|
$
|
527
|
|
$
|
542
|
|
$
|
510
|
|
||
|
Additions for tax positions of the current year
|
29
|
|
22
|
|
15
|
|
|||||
|
Additions for tax positions of prior years
|
23
|
|
42
|
|
69
|
|
|||||
|
Reductions for tax positions of prior years
|
(8
|
)
|
(48
|
)
|
(42
|
)
|
|||||
|
Settlements with tax authorities
|
(154
|
)
|
(30
|
)
|
(10
|
)
|
|||||
|
Expiration of the statute of limitations
|
—
|
|
(1
|
)
|
—
|
|
|||||
|
Balance at end of fiscal year
|
$
|
417
|
|
$
|
527
|
|
$
|
542
|
|
||
It is reasonably possible that there could be a change in the amount of unrecognized tax benefits within the next 12 months due to activities of the U.S. Internal Revenue Service ("IRS") or other taxing authorities, possible settlement of audit issues, reassessment of existing unrecognized tax benefits or the expiration of statutes of
|
57
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
limitations.
We estimate that the range of the possible change in unrecognized tax benefits within the next 12 months is a net decrease of
$0 million
to
$45 million
, exclusive of penalties and interest.
We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. At
June 30, 2017
,
2016
and
2015
, we had
$99 million
,
$145 million
and
$169 million
, respectively, accrued for the payment of interest and penalties. These balances are gross amounts before any tax benefits and are included in deferred income taxes and other liabilities in the consolidated balance sheets. During fiscal
2017
and
2015
, we recognized
$12 million
and
$24 million
of expense for interest and penalties in income tax expense, respectively. During fiscal
2016
, we recognized
$9 million
of benefit for interest and penalties in income tax expense.
We file income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various foreign jurisdictions. During the twelve months ended
June 30, 2017
, the IRS closed audits of fiscal years 2006 and 2007, which is reflected in our consolidated financial statements and in our evaluation of uncertain tax positions. The settlement had an immaterial impact to our provision for income taxes. With few exceptions, we are subject to audit by taxing authorities for fiscal years 2008 through the current fiscal year.
We are a party to a tax matters agreement with CareFusion Corporation ("CareFusion"), which has been acquired by Becton, Dickinson and Company. Under the tax matters agreement, CareFusion is obligated to indemnify us for certain tax exposures and transaction taxes prior to our fiscal 2010 spin-off of CareFusion. The indemnification receivable was
$142 million
and
$172 million
at
June 30, 2017
and
2016
, respectively, and is included in other assets in the consolidated balance sheets.
8. Commitments, Contingent Liabilities and Litigation
Commitments
Operating Leases
The future minimum rental payments for operating leases having initial or remaining non-cancelable lease terms in excess of one year at
June 30, 2017
for fiscal
2018
through
2022
and thereafter are as follows:
$110 million
,
$94 million
,
$77 million
,
$59 million
,
$41 million
and
$107 million
. Rental expense relating to operating leases was
$159 million
,
$126 million
and
$104 million
in fiscal
2017
,
2016
and
2015
, respectively. Sublease rental income was immaterial for all periods presented.
Generic Sourcing Venture With CVS Health Corporation
In
July 2014
, we established Red Oak Sourcing, LLC ("Red Oak Sourcing"), a U.S.-based generic pharmaceutical sourcing venture with CVS for an initial term of
10 years
. Red Oak Sourcing negotiates generic pharmaceutical supply contracts on behalf of both companies. Due to the achievement of predetermined milestones, we are required to make quarterly payments of
$45.6 million
to CVS for the remainder of the initial term.
Legal Proceedings
We become involved from time to time in disputes, litigation and regulatory matters.
We may be named from time to time in
qui tam
actions initiated by private third parties. In such actions, the private parties purport to act on behalf of federal or state governments, allege that false claims have been submitted for payment by the government and may receive an award if their claims are successful. After a private party has filed a
qui tam
action, the government must investigate the private party's claim and determine whether to intervene in and take control over the litigation. These actions may remain under seal while the government makes this determination. If the government declines to intervene, the private party may nonetheless continue to pursue the litigation on his or her own purporting to act on behalf of the government.
From time to time, we become aware through employees, internal audits or other parties of possible compliance matters that we investigate internally, such as complaints or concerns relating to accounting, internal accounting controls, financial reporting, auditing, or other ethical matters or relating to compliance with laws such as healthcare fraud and abuse, anti-corruption or anti-bribery laws. In addition, from time to time, we receive subpoenas or requests for information from various government agencies relating to our business or to the business of a customer, supplier or other industry participants. Internal investigations, subpoenas or requests for information could lead to the assertion of claims or the commencement of legal proceedings against us or result in sanctions.
From time to time, we may determine that products we manufacture or market do not meet our specifications, regulatory requirements, or published standards. When we or a regulatory agency identify a quality or regulatory issue, we investigate and take appropriate corrective action. Such actions can lead to product recalls, costs to repair or replace affected products, temporary interruptions in product sales, action by regulators and product liability claims and lawsuits, including class actions. Even absent an identified regulatory or quality issue or product recall, we can become subject to product liability claims and lawsuits.
We accrue for contingencies related to disputes, litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review contingencies to determine whether our accruals and related disclosures are adequate. The amount of ultimate loss may differ from these estimates.
We recognize income from the favorable outcome of litigation when we receive the associated cash or assets.
We recognize estimated loss contingencies for certain litigation and regulatory matters, including mass tort product liability claims, and income from favorable resolution of litigation in litigation (recoveries)/charges, net in our consolidated statements of earnings.
State of West Virginia vs. Cardinal Health, Inc.
In January 2017, we agreed
, without admitting liability, to pay
$20 million
to the State of West Virginia to settle a lawsuit filed against us by
the West Virginia Attorney General in June 2012. As previously
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
58
|
|
|
Notes to Financial Statements
|
||
disclosed, the West Virginia Attorney General had filed complaints in the Circuit Court of Boone County, West Virginia against a number of pharmaceutical wholesale distributors, including us, alleging, among other things, that, between 2007 and 2012, the distributors had failed to maintain effective controls to guard against diversion of controlled substances in West Virginia and had failed to report suspicious orders of controlled substances in accordance with the West Virginia Uniform Controlled Substances Act.
Opioid Lawsuits
As of August 8, 2017,
26
counties and municipalities in New York, Ohio, Oregon and West Virginia, as well as the Cherokee Nation, have filed lawsuits against pharmaceutical wholesale distributors (including us), pharmaceutical manufacturers and retail chains relating to the distribution of prescription opioid pain medications. The lawsuits, which have been filed in various federal, state and other courts, allege violations of controlled substance laws and various other statutes as well as common law claims, including negligence, public nuisance and unjust enrichment, and seek equitable relief and monetary damages. We are vigorously defending ourselves in these lawsuits. Since these lawsuits are at early stages, we are unable to predict the outcome of these lawsuits or estimate a range of reasonably possible losses.
Product Liability Lawsuits
As of August 8, 2017, we are named as a defendant in
68
product liability lawsuits filed in Alameda County Superior Court in California involving claims by approximately
750
plaintiffs that allege personal injuries associated with the use of Cordis OptEase and TrapEase inferior vena cava (IVC) filter products. Another
8
similar lawsuits involving claims by approximately
10
plaintiffs are pending in other jurisdictions. These lawsuits seek a variety of remedies, including unspecified monetary damages. We are vigorously defending ourselves in these lawsuits.
In fiscal 2017, we recorded an accrual of
$79 million
(
$53 million
, net of tax) for estimated losses and legal defense costs as an adjustment to pre-acquisition liabilities assumed in the Cordis acquisition. We record additional accruals for losses and legal defense costs as litigation (recoveries)/charges, net in our consolidated statements of
earnings. At June 30, 2017, we had a total of
$98 million
, net of expected insurance recoveries, accrued for losses and legal defense costs related to the Cordis IVC filter lawsuits, which includes the
$79 million
accrual referenced above. While we have recorded accruals based on our assessment of these matters, because these lawsuits are at early stages, we are unable to estimate a range of reasonably possible losses in excess of this accrued amount.
Antitrust Litigation Proceeds
We received and recognized income resulting from settlements of class action antitrust lawsuits, in which we were a class member, of
$1 million
,
$80 million
and
$71 million
during fiscal
2017
,
2016
and
2015
, respectively.
9. Guarantees
In the ordinary course of business, we agree to indemnify certain other parties under acquisition and disposition agreements, customer agreements, intellectual property licensing agreements, and other agreements. Such indemnification obligations vary in scope and, when defined, in duration. In many cases, a maximum obligation is not explicitly stated, and therefore the overall maximum amount of the liability under such indemnification obligations cannot be reasonably estimated. Where appropriate, such indemnification obligations are recorded as a liability. Historically, we have not, individually or in the aggregate, made payments under these indemnification obligations in any material amounts. In certain circumstances, we believe that existing insurance arrangements, subject to the general deduction and exclusion provisions, would cover portions of the liability that may arise from these indemnification obligations. In addition, we believe that the likelihood of a material liability being triggered under these indemnification obligations is not probable.
From time to time we enter into agreements that obligate us to make fixed payments upon the occurrence of certain events. Such obligations primarily relate to obligations arising under acquisition transactions, where we have agreed to make payments based upon the achievement of certain financial performance measures by the acquired business. Generally, the obligation is capped at an explicit amount. See
Note 10
for detail regarding contingent consideration obligations.
|
59
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
10. Fair Value Measurements
The following tables present the fair values for assets and (liabilities) measured on a recurring basis at June 30:
|
2017
|
|||||||||||||||
|
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
|
Assets:
|
|||||||||||||||
|
Cash equivalents
|
$
|
739
|
|
$
|
—
|
|
$
|
—
|
|
$
|
739
|
|
|||
|
Forward contracts (1)
|
—
|
|
(21
|
)
|
—
|
|
(21
|
)
|
|||||||
|
Available-for-sale securities (2)
|
—
|
|
65
|
|
—
|
|
65
|
|
|||||||
|
Other investments (3)
|
116
|
|
—
|
|
—
|
|
116
|
|
|||||||
|
Liabilities:
|
|||||||||||||||
|
Contingent consideration (4)
|
—
|
|
—
|
|
(32
|
)
|
(32
|
)
|
|||||||
|
2016
|
|||||||||||||||
|
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
|
Assets:
|
|||||||||||||||
|
Cash equivalents
|
$
|
516
|
|
$
|
—
|
|
$
|
—
|
|
$
|
516
|
|
|||
|
Forward contracts (1)
|
—
|
|
19
|
|
—
|
|
19
|
|
|||||||
|
Available-for-sale securities (2)
|
—
|
|
200
|
|
—
|
|
200
|
|
|||||||
|
Other investments (3)
|
103
|
|
—
|
|
—
|
|
103
|
|
|||||||
|
Liabilities:
|
|||||||||||||||
|
Contingent consideration (4)
|
—
|
|
—
|
|
(19
|
)
|
(19
|
)
|
|||||||
|
(1)
|
The fair value of interest rate swaps, foreign currency contracts and commodity contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. The fair value of these derivative contracts, which are subject to master netting arrangements under certain circumstances, is presented on a gross basis in the consolidated balance sheets.
|
|
(2)
|
We invest in marketable securities, which are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. Observable Level 2 inputs such as quoted prices for similar securities, interest rate spreads, yield curves and credit risk are used to determine the fair value. See
Note 5
for additional information regarding available-for-sale securities.
|
|
(3)
|
Level 1 other investments balance includes investments in mutual funds, which are used to offset fluctuations in deferred compensation liabilities. These mutual funds primarily invest in the equity securities of companies with large market capitalization and high quality fixed income debt securities. The fair value of these investments is determined using quoted market prices.
|
|
(4)
|
Contingent consideration represents the obligations incurred in connection with acquisitions. We do not deem the fair value of the contingent consideration obligations under any single acquisition to be significant. The estimate of fair value of the contingent consideration obligations requires subjective assumptions to be made regarding future business results, discount rates, discount periods, and probabilities assigned to various potential business result scenarios and was determined using probability assessments with respect to the likelihood of reaching various targets or of achieving certain milestones. The fair value measurement is based on significant inputs unobservable in the market and thus represents a Level 3 measurement. Changes in current expectations of progress could change the probability of achieving the targets within the measurement periods and result in an increase or decrease in the fair value of the contingent consideration obligation.
|
The following table presents those liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3):
|
(in millions)
|
Contingent Consideration Obligation
|
||
|
Balance at June 30, 2015
|
$
|
53
|
|
|
Additions from acquisitions
|
7
|
|
|
|
Changes in fair value of contingent consideration (1)
|
(16
|
)
|
|
|
Payment of contingent consideration
|
(25
|
)
|
|
|
Balance at June 30, 2016
|
19
|
|
|
|
Additions from acquisitions
|
21
|
|
|
|
Changes in fair value of contingent consideration (1)
|
(5
|
)
|
|
|
Payment of contingent consideration
|
(3
|
)
|
|
|
Balance at June 30, 2017
|
$
|
32
|
|
|
(1)
|
Amount is included in amortization and other acquisition-related costs in the consolidated statements of earnings.
|
11. Financial Instruments
We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks managed through the use of derivative instruments include interest rate risk, currency exchange risk, and commodity price risk. We do not use derivative instruments for trading or speculative purposes. While the majority of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments. These derivative instruments are adjusted to current fair value through earnings at the end of each period.
We are exposed to counterparty credit risk on all of our derivative instruments. Accordingly, we have established and maintain strict counterparty credit guidelines and only enter into derivative instruments with major financial institutions that are investment grade or better. We do not have significant exposure to any one counterparty and we believe the risk of loss is remote. Additionally, we do not require collateral under these agreements.
Interest Rate Risk Management
We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on cash flows and the market value of our borrowings. We utilize a mix of debt maturities along with both fixed-rate and variable-rate debt to manage changes in interest rates. In addition, we enter into interest rate swaps to further manage our exposure to interest rate variations related to our borrowings and to lower our overall borrowing costs.
Currency Exchange Risk Management
We conduct business in several major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenue and expenses.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
60
|
|
|
Notes to Financial Statements
|
||
Commodity Price Risk Management
We are exposed to changes in the price of certain commodities. Our objective is to reduce earnings and cash flow volatility associated with forecasted purchases of these commodities to allow management to focus its attention on business operations. Accordingly, we enter into derivative contracts when possible to manage the price risk associated with certain forecasted purchases.
The following table summarizes the fair value of our assets and liabilities related to derivatives designated as hedging instruments and the respective line items in which they were recorded in the consolidated balance sheets at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Assets:
|
|||||||
|
Foreign currency contracts (1)
|
$
|
3
|
|
$
|
1
|
|
|
|
Pay-floating interest rate swaps (2)
|
—
|
|
33
|
|
|||
|
Pay-floating interest rate swaps (1)
|
—
|
|
1
|
|
|||
|
Total assets
|
$
|
3
|
|
$
|
35
|
|
|
|
Liabilities:
|
|||||||
|
Foreign currency contracts (3)
|
$
|
2
|
|
$
|
3
|
|
|
|
Forward interest rate swaps (4)
|
—
|
|
10
|
|
|||
|
Pay-floating interest rate swaps (3)
|
2
|
|
—
|
|
|||
|
Pay-floating interest rate swaps (4)
|
19
|
|
—
|
|
|||
|
Commodity contracts (3)
|
1
|
|
2
|
|
|||
|
Commodity contracts (4)
|
—
|
|
1
|
|
|||
|
Total liabilities
|
$
|
24
|
|
$
|
16
|
|
|
(1) Included in prepaid expenses and other in the consolidated balance sheets.
(2) Included in other assets in the consolidated balance sheets.
|
(3)
|
Included in other accrued liabilities in the consolidated balance sheets.
|
|
(4)
|
Included in deferred income taxes and other liabilities in the consolidated balance sheets.
|
Fair Value Hedges
We enter into pay-floating interest rate swaps to hedge the changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. These contracts are designated and qualify as fair value hedges. Accordingly, the gain or loss recorded on the pay-floating interest rate swaps is directly offset by the change in fair value of the underlying debt. Both the derivative instrument and the underlying debt are adjusted to market value at the end of each period with any resulting gain or loss recorded in interest expense, net in the consolidated statements of earnings.
During fiscal
2017
and
2016
we entered into pay-floating interest rate swaps with total notional amounts of
$700 million
and
$600 million
, respectively. These swaps have been designated as fair value hedges of our fixed rate debt and are included in deferred income taxes and other liabilities in the consolidated balance sheets.
During fiscal
2017
and
2016
we terminated notional amounts of
$600 million
and
$250 million
, respectively, of pay-floating interest rate swaps that were previously designated as fair value hedges. In June 2017,
$250 million
of pay-floating interest rate swaps matured.
The following tables summarize the outstanding interest rate swaps designated as fair value hedges at June 30:
|
|
2017
|
||||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
|||||
|
Pay-floating interest rate swaps
|
$
|
1,813
|
|
Jun 2018
|
-
|
Sep 2025
|
|
|
2016
|
|||||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
|||||
|
Pay-floating interest rate swaps
|
$
|
1,963
|
|
Jun 2017
|
-
|
Sep 2025
|
|
The following table summarizes the gain/(loss) recognized in earnings for interest rate swaps designated as fair value hedges:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pay-floating interest rate swaps (1) (2)
|
$
|
17
|
|
$
|
23
|
|
$
|
14
|
|
||
|
Fixed-rate debt (1)
|
(17
|
)
|
(23
|
)
|
(14
|
)
|
|||||
(1) Included in interest expense, net in the consolidated statements of earnings.
|
(2)
|
Fiscal 2015 excludes
$22 million
fair value adjustment to the previously terminated interest rate swaps as a result of the December 2014 debt extinguishment as disclosed in
Note 6
.
|
There was no ineffectiveness associated with these derivative instruments for any periods presented.
Cash Flow Hedges
We enter into derivative instruments to hedge our exposure to changes in cash flows attributable to interest rate, foreign currency and commodity price fluctuations associated with certain forecasted transactions. These derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in earnings immediately.
During fiscal
2017
and
2016
we entered into forward interest rate swaps with a total notional amount of
$700 million
and
$300 million
, respectively, to hedge probable, but not firmly committed, future transactions associated with our debt.
Additionally, during fiscal
2017
we terminated
$1.0 billion
in forward interest rate swaps that were previously designated as cash-flow hedges. At
June 30, 2017
, we had
no
outstanding forward interest rate swaps.
We enter into foreign currency contracts to protect the value of anticipated foreign currency revenues and expenses. At
June 30, 2017
and
2016
, we held contracts to hedge probable, but not firmly committed, revenue and expenses. The principal currencies hedged are the Canadian dollar, Euro, Thai baht, Mexican peso and Chinese renminbi.
We enter into commodity contracts to manage the price risk associated with forecasted purchases of certain commodities used in our Medical segment.
|
61
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
The following tables summarize the outstanding cash flow hedges at June 30:
|
|
2017
|
|||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
||||
|
Foreign currency contracts
|
162
|
|
Jul 2017
|
-
|
Jun 2018
|
|
|
Commodity contracts
|
17
|
|
Jul 2017
|
-
|
Apr 2020
|
|
|
|
2016
|
||||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
|||||
|
Forward interest rate swaps
|
$
|
300
|
|
Jun 2018
|
-
|
Jun 2028
|
|
|
Foreign currency contracts
|
183
|
|
Jul 2016
|
-
|
Jun 2017
|
||
|
Commodity contracts
|
22
|
|
Jul 2016
|
-
|
Mar 2019
|
||
The following table summarizes the gain/(loss) included in AOCI for derivative instruments designated as cash flow hedges at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Forward interest rate swaps
|
$
|
—
|
|
$
|
(10
|
)
|
|
|
Commodity contracts
|
(1
|
)
|
(3
|
)
|
|||
|
Foreign currency contracts
|
—
|
|
(4
|
)
|
|||
The following table summarizes the gain/(loss) reclassified from AOCI into earnings for derivative instruments designated as cash flow hedges:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Foreign currency contracts (1)
|
$
|
(1
|
)
|
$
|
1
|
|
$
|
1
|
|
||
|
Foreign currency contracts (2)
|
(1
|
)
|
5
|
|
4
|
|
|||||
|
Foreign currency contracts (3)
|
2
|
|
(3
|
)
|
(2
|
)
|
|||||
|
Commodity contracts (3)
|
(3
|
)
|
(5
|
)
|
(1
|
)
|
|||||
|
(1)
|
Included in revenue in the consolidated statements of earnings.
|
|
(2)
|
Included in cost of products sold in the consolidated statements of earnings.
|
|
(3)
|
Included in SG&A expenses in the consolidated statements of earnings.
|
The amount of ineffectiveness associated with these derivative instruments was immaterial for all periods presented.
Economic (Non-Designated) Hedges
We enter into foreign currency contracts to manage our foreign exchange exposure related to intercompany financing transactions and other balance sheet items subject to revaluation that do not meet the requirements for hedge accounting treatment. Accordingly, these derivative instruments are adjusted to current market value at the end of each period through earnings. The gain or loss recorded on these instruments is substantially offset by the remeasurement adjustment on the foreign currency denominated asset or liability. The settlement of the derivative instrument and the remeasurement adjustment on the foreign currency denominated asset or liability are both recorded in other (income)/expense, net. The principal currencies managed through foreign currency contracts are the Canadian dollar, Euro, Thai baht, British pound and Chinese renminbi.
The following tables summarize the outstanding economic (non-designated) derivative instruments at June 30:
|
|
2017
|
||||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
|||||
|
Foreign currency contracts
|
$
|
558
|
|
Jul 2017
|
|||
|
|
2016
|
||||||
|
(in millions)
|
Notional Amount
|
Maturity Date
|
|||||
|
Foreign currency contracts
|
$
|
492
|
|
Jul 2016
|
|||
The following table summarizes the gain/(loss) recognized in earnings for economic (non-designated) derivative instruments:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Foreign currency contracts (1)
|
$
|
(5
|
)
|
$
|
(17
|
)
|
$
|
(45
|
)
|
||
|
(1)
|
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 other accrued liabilities at
June 30, 2017
and
2016
approximate fair value due to their short-term maturities.
The following table summarizes the estimated fair value of our long-term obligations and other short-term borrowings compared to the respective carrying amounts at June 30:
|
(in millions)
|
2017
|
2016
|
|||||
|
Estimated fair value
|
$
|
10,713
|
|
$
|
5,780
|
|
|
|
Carrying amount
|
10,395
|
|
5,539
|
|
|||
The fair value of our long-term obligations and other short-term borrowings is estimated based on either the quoted market prices for the same or similar issues or other inputs derived from available market information, which represents a Level 2 measurement.
The following table is a summary of the fair value gain/(loss) of our derivative instruments based upon the estimated amount that we would receive (or pay), considering counter-party credit risk, to terminate the contracts at June 30:
|
2017
|
2016
|
||||||||||||||
|
(in millions)
|
Notional
Amount |
Fair Value
Gain/(Loss) |
Notional
Amount |
Fair Value
Gain/(Loss) |
|||||||||||
|
Pay-floating interest rate swaps
|
$
|
1,813
|
|
$
|
(19
|
)
|
$
|
1,963
|
|
$
|
34
|
|
|||
|
Foreign currency contracts
|
720
|
|
1
|
|
675
|
|
(2
|
)
|
|||||||
|
Forward interest rate swaps
|
—
|
|
—
|
|
300
|
|
(10
|
)
|
|||||||
|
Commodity contracts
|
17
|
|
(1
|
)
|
22
|
|
(3
|
)
|
|||||||
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
62
|
|
|
Notes to Financial Statements
|
||
12. Redeemable Noncontrolling Interests
In connection with the acquisition of a
71 percent
ownership interest in naviHealth during
fiscal
2016
as described in
Note 2
, we recognized redeemable noncontrolling interests with a fair value of
$119 million
at the acquisition date. Our ownership interest in naviHealth was
82 percent
at both
June 30, 2017
and
2016
.
The reconciliation of the changes in redeemable noncontrolling interests are as follows:
|
(in millions)
|
Redeemable Noncontrolling Interests
|
||
|
Balance at June 30, 2015
|
$
|
—
|
|
|
Redeemable noncontrolling interests acquired
|
119
|
|
|
|
Net earnings attributable to redeemable noncontrolling interests
|
1
|
|
|
|
Net purchase of redeemable noncontrolling interests
|
(3
|
)
|
|
|
Balance at June 30, 2016
|
117
|
|
|
|
Net earnings attributable to redeemable noncontrolling interests
|
4
|
|
|
|
Net purchase of redeemable noncontrolling interests
|
(3
|
)
|
|
|
Balance at June 30, 2017
|
$
|
118
|
|
13. Shareholders' Equity
At
June 30, 2017
and
2016
, authorized capital shares consisted of the following:
750 million
Class A common shares, without par value;
5 million
Class B common shares, without par value; and
500 thousand
non-voting preferred shares, without par value. The Class A common shares and Class B common shares are collectively referred to below as “common shares”. Holders of common shares are entitled to share equally in any dividends declared by the Board of Directors and to participate equally in all distributions of assets upon liquidation. Generally, the holders of Class A common shares are entitled to
one vote
per share, and the holders of Class B common shares are entitled to
one-fifth of one vote
per share on proposals presented to shareholders for vote. Under certain circumstances, the holders of Class B common shares are entitled to vote as a separate class. Only Class A common shares were outstanding at
June 30, 2017
and
2016
.
We repurchased
$2.3 billion
of our common shares, in the aggregate, through share repurchase programs during fiscal
2017
,
2016
and
2015
, as described below. We funded the repurchases with available cash. The common shares repurchased are held in treasury to be used for general corporate purposes.
During fiscal
2017
, we repurchased
8.1 million
common shares having an aggregate cost of
$600 million
. The average price paid per common share was
$74.08
.
During fiscal
2016
, we repurchased
8.2 million
common shares having an aggregate cost of
$651 million
. The average price paid per common share was
$78.98
.
During fiscal
2015
, we repurchased
13.1 million
common shares having an aggregate cost of
$1.0 billion
. The average price paid per common share was
$79.02
.
During fiscal
2017
, we retired
37 million
common shares in treasury. The retirement of these shares had no impact on total shareholders' equity; however, it did impact certain individual components of shareholders' equity as follows:
$2.5 billion
decrease in common shares in treasury,
$302 million
decrease in common shares, and
$2.2 billion
decrease in retained earnings.
Accumulated Other Comprehensive Income/(Loss)
The following table summarizes the changes in the balance of accumulated other comprehensive income/(loss) by component and in total:
|
(in millions)
|
Foreign
Currency
Translation
Adjustments and other
|
Unrealized
Gain/(Loss) on
Derivatives,
net of tax
|
Accumulated Other
Comprehensive
Income/(Loss)
|
||||||||
|
Balance at June 30, 2015
|
$
|
(41
|
)
|
$
|
18
|
|
$
|
(23
|
)
|
||
|
Other comprehensive income/(loss), net before reclassifications
|
(82
|
)
|
(9
|
)
|
(91
|
)
|
|||||
|
Amounts reclassified to earnings
|
—
|
|
(2
|
)
|
(2
|
)
|
|||||
|
Total other comprehensive loss, net of tax of $6 million
|
(82
|
)
|
(11
|
)
|
(93
|
)
|
|||||
|
Balance at June 30, 2016
|
(123
|
)
|
7
|
|
(116
|
)
|
|||||
|
Other comprehensive income/(loss), before reclassifications
|
(25
|
)
|
19
|
|
(6
|
)
|
|||||
|
Amounts reclassified to earnings
|
—
|
|
(3
|
)
|
(3
|
)
|
|||||
|
Total comprehensive net loss of tax of $9 million attributable to Cardinal Health, Inc.
|
(25
|
)
|
16
|
|
(9
|
)
|
|||||
|
Balance at June 30, 2017
|
$
|
(148
|
)
|
$
|
23
|
|
$
|
(125
|
)
|
||
Activity related to realized and unrealized gains and losses on available-for-sale securities, as described in
Note 5
, was immaterial during fiscal
2017
and
2016
.
|
63
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
14. Earnings Per Share Attributable to Cardinal Health, Inc.
The following table reconciles the computation of basic and diluted earnings per share attributable to Cardinal Health, Inc.:
|
(in millions, except per share amounts)
|
2017
|
2016
|
2015
|
||||||||
|
Earnings from continuing operations
|
$
|
1,294
|
|
$
|
1,431
|
|
$
|
1,212
|
|
||
|
Net earnings attributable to noncontrolling interest
|
(6
|
)
|
(4
|
)
|
—
|
|
|||||
|
Net earnings from continuing operations attributable to Cardinal Health, Inc.
|
1,288
|
|
1,427
|
|
1,212
|
|
|||||
|
Earnings from discontinued operations, net of tax
|
—
|
|
—
|
|
3
|
|
|||||
|
Net earnings attributable to Cardinal Health, Inc.
|
$
|
1,288
|
|
$
|
1,427
|
|
$
|
1,215
|
|
||
|
Weighted-average common shares–basic
|
317
|
|
327
|
|
332
|
|
|||||
|
Effect of dilutive securities:
|
|||||||||||
|
Employee stock options, restricted share units, and performance share units
|
3
|
|
3
|
|
3
|
|
|||||
|
Weighted-average common shares–diluted
|
320
|
|
330
|
|
335
|
|
|||||
|
Basic earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||
|
Continuing operations
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.65
|
|
||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
|||||
|
Net basic earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.06
|
|
$
|
4.36
|
|
$
|
3.66
|
|
||
|
Diluted earnings per common share attributable to Cardinal Health, Inc.:
|
|||||||||||
|
Continuing operations
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.61
|
|
||
|
Discontinued operations
|
—
|
|
—
|
|
0.01
|
|
|||||
|
Net diluted earnings per common share attributable to Cardinal Health, Inc.
|
$
|
4.03
|
|
$
|
4.32
|
|
$
|
3.62
|
|
||
The potentially dilutive employee stock options, restricted share units and performance share units that were antidilutive for fiscal
2017
,
2016
and
2015
were
3 million
,
2 million
and
1 million
, respectively.
15. Segment Information
Our operations are principally managed on a products and services basis and are comprised of
two
operating segments, which are the same as our reportable segments: Pharmaceutical and Medical. The factors for determining the reportable segments include the manner in which management evaluates performance for purposes of allocating resources and assessing performance combined with the nature of the individual business activities.
The Pharmaceutical segment distributes branded and generic pharmaceutical, specialty pharmaceutical and over-the-counter healthcare and consumer products in the United States. This segment also provides services to pharmaceutical manufacturers and healthcare providers to support the development, marketing, and distribution of specialty pharmaceutical products; operates nuclear pharmacies and radiopharmaceutical manufacturing facilities; provides pharmacy management services to hospitals as well as medication therapy management and patient outcomes services to
hospitals, other healthcare providers and payers; and repackages generic pharmaceuticals and over-the-counter healthcare products. This segment also imports and distributes pharmaceuticals, over-the-counter healthcare and consumer products and provides specialty pharmacy and other services in China.
Our Medical segment manufactures, sources and distributes Cardinal Health branded medical, surgical and laboratory products, which are sold in the United States, Canada, Europe, Asia and other markets. In addition to distributing Cardinal Health branded products, this segment also distributes a broad range of national brand products and provides supply chain services and solutions to hospitals, ambulatory surgery centers, clinical laboratories and other healthcare providers in the United States, Canada and China. This segment also distributes medical products to patients' homes and provides post-acute care management and transition services and software to hospitals, other healthcare providers and payers in the United States.
The following table presents revenue for each reportable segment and Corporate:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pharmaceutical
|
$
|
116,463
|
|
$
|
109,131
|
|
$
|
91,116
|
|
||
|
Medical
|
13,524
|
|
12,430
|
|
11,395
|
|
|||||
|
Total segment revenue
|
129,987
|
|
121,561
|
|
102,511
|
|
|||||
|
Corporate (1)
|
(11
|
)
|
(15
|
)
|
20
|
|
|||||
|
Total revenue
|
$
|
129,976
|
|
$
|
121,546
|
|
$
|
102,531
|
|
||
|
(1)
|
Corporate revenue consists of the elimination of inter-segment revenue and other revenue not allocated to the segments.
|
We evaluate segment performance based on segment profit, among other measures. Segment profit is segment revenue, less segment cost of products sold, less segment distribution, selling, general, and administrative ("SG&A") expenses. Segment SG&A expenses include share-based compensation expense as well as allocated corporate expenses for shared functions, including corporate management, corporate finance, financial and customer care shared services, human resources, information technology, and legal and compliance. The results attributable to noncontrolling interests of consolidated entities are recorded within segment profit. Corporate expenses are allocated to the segments based on headcount, level of benefit provided, and other ratable allocation methodologies.
We do not allocate the following items to our segments: LIFO inventory charges/(credits); restructuring and employee severance; amortization and other acquisition-related costs; impairments and (gain)/loss on disposal of assets; litigation (recoveries)/charges, net; other income, net; interest expense, net; loss on extinguishment of debt; and provision for income taxes.
In addition, certain investment spending, certain portions of enterprise-wide incentive compensation, and other spending are not allocated to the segments. Investment spending generally includes the first-year spend for certain projects that require incremental investments in the form of additional operating expenses. We encourage our segments and corporate functions to identify investment projects that will promote innovation and provide future
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
64
|
|
|
Notes to Financial Statements
|
||
returns. As approval decisions for such projects are dependent upon executive management, the expenses for such projects are often retained at Corporate. Investment spending within Corporate was
$17 million
,
$34 million
and
$26 million
for fiscal
2017
,
2016
and
2015
, respectively.
The following tables present segment profit by reportable segment and Corporate:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pharmaceutical
|
$
|
2,187
|
|
$
|
2,488
|
|
$
|
2,094
|
|
||
|
Medical
|
572
|
|
457
|
|
433
|
|
|||||
|
Total segment profit
|
2,759
|
|
2,945
|
|
2,527
|
|
|||||
|
Corporate
|
(639
|
)
|
(486
|
)
|
(366
|
)
|
|||||
|
Total operating earnings
|
$
|
2,120
|
|
$
|
2,459
|
|
$
|
2,161
|
|
||
The following tables present depreciation and amortization and additions to property and equipment by reportable segment and Corporate:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pharmaceutical
|
$
|
122
|
|
$
|
128
|
|
$
|
124
|
|
||
|
Medical
|
156
|
|
136
|
|
119
|
|
|||||
|
Corporate
|
439
|
|
377
|
|
208
|
|
|||||
|
Total depreciation and amortization
|
$
|
717
|
|
$
|
641
|
|
$
|
451
|
|
||
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pharmaceutical
|
$
|
50
|
|
$
|
88
|
|
$
|
90
|
|
||
|
Medical
|
123
|
|
96
|
|
87
|
|
|||||
|
Corporate
|
214
|
|
281
|
|
123
|
|
|||||
|
Total additions to property and equipment
|
$
|
387
|
|
$
|
465
|
|
$
|
300
|
|
||
The following table presents total assets for each reportable segment and Corporate at June 30:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Pharmaceutical
|
$
|
21,848
|
|
$
|
20,662
|
|
$
|
17,385
|
|
||
|
Medical
|
10,688
|
|
10,236
|
|
7,095
|
|
|||||
|
Corporate
|
7,576
|
|
3,224
|
|
5,662
|
|
|||||
|
Total assets
|
$
|
40,112
|
|
$
|
34,122
|
|
$
|
30,142
|
|
||
The following tables present revenue and property and equipment, net by geographic area:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
United States
|
$
|
125,006
|
|
$
|
116,864
|
|
$
|
98,435
|
|
||
|
International
|
4,970
|
|
4,682
|
|
4,096
|
|
|||||
|
Total revenue
|
$
|
129,976
|
|
$
|
121,546
|
|
$
|
102,531
|
|
||
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
United States
|
$
|
1,623
|
|
$
|
1,558
|
|
$
|
1,327
|
|
||
|
International
|
256
|
|
238
|
|
179
|
|
|||||
|
Property and equipment, net
|
$
|
1,879
|
|
$
|
1,796
|
|
$
|
1,506
|
|
||
16. Share-Based Compensation
We maintain stock incentive plans (collectively, the “Plans”) for the benefit of certain of our officers, directors and employees. At
June 30, 2017
,
23 million
shares remain available for future grants under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan ("2011 LTIP"). Under the 2011 LTIP's fungible share counting provisions, stock options are counted against the plan as
one share for every share issued
; awards other than stock options are counted against the plan as
two and one-half shares for every share issued
. This means that only
9 million
shares could be issued under awards other than stock options while
23 million
shares could be issued under stock options. Shares are issued out of treasury shares when stock options are exercised and when restricted share units and performance share units vest.
The following table provides total share-based compensation expense by type of award:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Restricted share unit expense
|
$
|
69
|
|
$
|
69
|
|
$
|
69
|
|
||
|
Employee stock option expense
|
19
|
|
21
|
|
21
|
|
|||||
|
Performance share unit expense
|
8
|
|
21
|
|
20
|
|
|||||
|
Total share-based compensation expense from continuing operations
|
$
|
96
|
|
$
|
111
|
|
$
|
110
|
|
||
The total tax benefit related to share-based compensation was
$34 million
,
$38 million
and
$38 million
for fiscal
2017
,
2016
and
2015
, respectively.
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 that are payable upon vesting of the awards.
The following table summarizes all transactions related to restricted share units under the Plans:
|
(in millions, except per share amounts)
|
Restricted Share Units
|
Weighted-Average
Grant Date Fair
Value per Share
|
||||
|
Nonvested at June 30, 2015
|
3
|
|
$
|
59.69
|
|
|
|
Granted
|
1
|
|
83.89
|
|
||
|
Vested
|
(2
|
)
|
54.29
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Nonvested at June 30, 2016
|
2
|
|
71.73
|
|
||
|
Granted
|
1
|
|
82.34
|
|
||
|
Vested
|
(1
|
)
|
69.23
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Nonvested at June 30, 2017
|
2
|
|
$
|
76.72
|
|
|
|
65
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
The following table provides additional data related to restricted share unit activity:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Total compensation cost, net of estimated forfeitures, related to nonvested restricted share and share unit awards not yet recognized, pre-tax
|
$
|
73
|
|
$
|
79
|
|
$
|
77
|
|
||
|
Weighted-average period in years over which restricted share and share unit cost is expected to be recognized (in years)
|
2
|
|
2
|
|
2
|
|
|||||
|
Total fair value of shares vested during the year
|
$
|
64
|
|
$
|
65
|
|
$
|
61
|
|
||
Stock Options
Employee stock options granted under the Plans generally vest in equal annual installments over
three years
and are exercisable for periods ranging from
seven
to
ten years
from the grant date. All stock options are exercisable at a price equal to the market value of the common shares underlying the option on the grant date.
The following table summarizes all stock option transactions under the Plans:
|
(in millions, except per share amounts)
|
Stock
Options
|
Weighted-Average
Exercise Price per
Common Share
|
||||
|
Outstanding at June 30, 2015
|
8
|
|
$
|
46.50
|
|
|
|
Granted
|
1
|
|
84.11
|
|
||
|
Exercised
|
(2
|
)
|
39.06
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Outstanding at June 30, 2016
|
7
|
|
54.09
|
|
||
|
Granted
|
1
|
|
83.09
|
|
||
|
Exercised
|
(2
|
)
|
37.79
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Outstanding at June 30, 2017
|
6
|
|
$
|
63.44
|
|
|
|
Exercisable at June 30, 2017
|
4
|
|
$
|
52.86
|
|
|
The following table provides additional detail related to stock options:
|
(in millions, except per share amounts)
|
2017
|
2016
|
2015
|
||||||||
|
Aggregate intrinsic value of outstanding options at period end
|
$
|
109
|
|
$
|
181
|
|
$
|
281
|
|
||
|
Aggregate intrinsic value of exercisable options at period end
|
106
|
|
161
|
|
193
|
|
|||||
|
Aggregate intrinsic value of exercised options
|
73
|
|
63
|
|
132
|
|
|||||
|
Net proceeds from share-based compensation
|
26
|
|
6
|
|
72
|
|
|||||
|
Excess tax benefits from share based compensation
|
34
|
|
33
|
|
52
|
|
|||||
|
Total compensation cost, net of estimated forfeitures, related to unvested stock options not yet recognized, pre-tax
|
22
|
|
22
|
|
23
|
|
|||||
|
Total fair value of shares vested during the year
|
19
|
|
20
|
|
20
|
|
|||||
|
Weighted-average grant date fair value per stock option
|
16.67
|
|
17.40
|
|
15.80
|
|
|||||
|
(in years)
|
2017
|
2016
|
2015
|
||
|
Weighted-average remaining contractual life of outstanding options
|
7
|
6
|
6
|
||
|
Weighted-average remaining contractual life of exercisable options
|
6
|
5
|
5
|
||
|
Weighted-average period over which stock option compensation cost is expected to be recognized
|
2
|
2
|
2
|
||
Stock options are granted to our officers and certain employees. The fair values were estimated on the grant date using a lattice valuation model. We believe the lattice model provides reasonable estimates because it has the ability to take into account individual exercise patterns based on changes in our stock price and other variables, and it provides for a range of input assumptions, which are disclosed in the table below. The risk-free rate is based on the U.S. Treasury yield curve at the time of the grant. We analyzed historical data to estimate option exercise behaviors and employee terminations to be used within the lattice model. The expected life of the options granted was calculated from the option valuation model and represents the length of time in years that the options granted are expected to be outstanding. Expected volatilities are based on implied volatility from traded options on our common shares and historical volatility over a period of time commensurate with the contractual term of the option grant (up to
ten years
).
The following table provides the range of assumptions used to estimate the fair value of stock options:
|
2017
|
2016
|
2015
|
|||||||||
|
Risk-free interest rate
|
1.4%
|
-
|
2.0%
|
1.5%
|
-
|
1.9%
|
1.8%
|
-
|
2.1%
|
||
|
Expected volatility
|
24%
|
23%
|
26%
|
||||||||
|
Dividend yield
|
2.2%
|
-
|
2.5%
|
1.8%
|
-
|
2.0%
|
1.7%
|
-
|
1.9%
|
||
|
Expected life in years
|
7
|
7
|
7
|
||||||||
Performance Share Units
Performance share units vest over a
three
-year performance period based on achievement of specific performance goals. Based on the extent to which the targets are achieved, vested shares may range
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
66
|
|
|
Notes to Financial Statements
|
||
from
zero
to
200 percent
of the target award amount. Performance share units accrue cash dividend equivalents that are payable upon vesting of the awards.
The following table summarizes all transactions related to performance share units under the Plans (based on target award amounts):
|
(in millions, except per share amounts)
|
Performance
Share Units
|
Weighted-Average
Grant Date Fair
Value per Share
|
||||
|
Nonvested at June 30, 2015
|
0.9
|
|
$
|
50.31
|
|
|
|
Granted
|
0.3
|
|
84.26
|
|
||
|
Vested (1)
|
(0.4
|
)
|
39.81
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Nonvested at June 30, 2016
|
0.8
|
|
63.96
|
|
||
|
Granted
|
0.2
|
|
83.19
|
|
||
|
Vested (2)
|
(0.4
|
)
|
51.49
|
|
||
|
Canceled and forfeited
|
—
|
|
—
|
|
||
|
Nonvested at June 30, 2017
|
0.6
|
|
$
|
77.83
|
|
|
(1) Vested based on achievement of
133 percent
of the target performance goal.
(2) Vested based on achievement of
170 percent
of the target performance goal.
The following table provides additional data related to performance share unit activity:
|
(in millions)
|
2017
|
2016
|
2015
|
||||||||
|
Total compensation cost, net of estimated forfeitures, related to nonvested performance share units not yet recognized, pre-tax
|
$
|
13
|
|
$
|
17
|
|
$
|
16
|
|
||
|
Weighted-average period over which performance share unit cost is expected to be recognized (in years)
|
2
|
|
2
|
|
2
|
|
|||||
|
Total fair value of shares vested during the year
|
$
|
19
|
|
$
|
16
|
|
$
|
8
|
|
||
Employee Retirement Savings Plans
Substantially all of our domestic non-union employees are eligible to be enrolled in our company-sponsored contributory retirement savings plans, which include features under Section 401(k) of the Internal Revenue Code of 1986, and provide for matching and profit sharing contributions by us. Our contributions to the plans are determined by the Board of Directors subject to certain minimum requirements as specified in the plans. The total expense for our employee retirement savings plans was
$49 million
,
$84 million
and
$91 million
for fiscal
2017
,
2016
and
2015
, respectively.
17. Selected Quarterly Financial Data (Unaudited)
The following is selected quarterly financial data for fiscal
2017
and
2016
. The sum of the quarters may not equal year-to-date due to rounding.
|
(in millions, except per common share amounts)
|
First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
|||||||||||
|
Fiscal 2017
|
|||||||||||||||
|
Revenue
|
$
|
32,039
|
|
$
|
33,150
|
|
$
|
31,821
|
|
$
|
32,966
|
|
|||
|
Gross margin (1)
|
1,590
|
|
1,602
|
|
1,728
|
|
1,623
|
|
|||||||
|
Distribution, selling, general and administrative expenses
|
920
|
|
910
|
|
960
|
|
983
|
|
|||||||
|
Earnings from continuing operations
|
310
|
|
324
|
|
382
|
|
278
|
|
|||||||
|
Earnings from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Net earnings
|
310
|
|
324
|
|
382
|
|
278
|
|
|||||||
|
Less: Net earnings attributable to noncontrolling interests
|
(1
|
)
|
—
|
|
(1
|
)
|
(4
|
)
|
|||||||
|
Net earnings attributable to Cardinal Health, Inc.
|
309
|
|
324
|
|
381
|
|
274
|
|
|||||||
|
Net earnings from continuing operations attributable to Cardinal Health, Inc. per common share:
|
|||||||||||||||
|
Basic
|
$
|
0.97
|
|
$
|
1.02
|
|
$
|
1.21
|
|
$
|
0.87
|
|
|||
|
Diluted
|
0.96
|
|
1.02
|
|
1.20
|
|
0.86
|
|
|||||||
|
(1)
|
Gross margin is impacted by LIFO benefit/(charges) of
$9 million
and
($9) million
in the second and third quarter, respectively. We did not have LIFO benefits/(charges) in the fourth quarter.
|
|
(in millions, except per common share amounts)
|
First
Quarter |
Second
Quarter |
Third
Quarter |
Fourth
Quarter |
|||||||||||
|
Fiscal 2016
|
|||||||||||||||
|
Revenue
|
$
|
28,055
|
|
$
|
31,445
|
|
$
|
30,662
|
|
$
|
31,384
|
|
|||
|
Gross margin (2)
|
1,579
|
|
1,609
|
|
1,689
|
|
1,665
|
|
|||||||
|
Distribution, selling, general and administrative expenses
|
842
|
|
922
|
|
914
|
|
970
|
|
|||||||
|
Earnings from continuing operations
|
384
|
|
326
|
|
386
|
|
335
|
|
|||||||
|
Earnings from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
|
Net earnings
|
384
|
|
326
|
|
386
|
|
335
|
|
|||||||
|
Less: Net earnings attributable to noncontrolling interests
|
(1
|
)
|
—
|
|
—
|
|
(2
|
)
|
|||||||
|
Net earnings attributable to Cardinal Health, Inc.
|
383
|
|
326
|
|
386
|
|
333
|
|
|||||||
|
Net earnings from continuing operations attributable to Cardinal Health, Inc. per common share:
|
|||||||||||||||
|
Basic
|
$
|
1.17
|
|
$
|
0.99
|
|
$
|
1.18
|
|
$
|
1.03
|
|
|||
|
Diluted
|
1.15
|
|
0.98
|
|
1.17
|
|
1.02
|
|
|||||||
|
(2)
|
Gross margin is impacted by LIFO benefit/(charges) of
($39) million
,
($12) million
and
$51 million
in the second, third and fourth quarter, respectively.
|
|
67
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Notes to Financial Statements
|
||
18. Subsequent Events
On
July 29, 2017
, we acquired the
Patient Recovery Business from Medtronic
for
$6.1 billion
in cash. We funded the acquisition using
$4.5 billion
in long-term debt issued in June 2017, cash on hand,
$400 million
in commercial paper and
$300 million
borrowed under our committed receivables sales facility program. The
Patient Recovery Business
manufactures
23
medical product categories sold into multiple healthcare channels, and includes numerous industry-leading brands, such as Curity, Kendall, Dover, Argyle and Kangaroo. The acquisition further expands the Medical segment's portfolio of self-manufactured products.
The information needed to perform a preliminary assessment of the
fair value of assets acquired and liabilities assumed
in the acquisition of the
Patient Recovery Business
was not available at the time these consolidated financial statements were prepared.
In July 2017, we redeemed our
1.7%
notes due 2018 before maturity for
$403 million
, including a make-whole premium and accrued interest.
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
68
|
|
|
Schedule II
|
Valuation and Qualifying Accoun
ts
|
|
Cardinal Health, Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
(1)
|
(in millions)
|
Balance at
Beginning of Period
|
Charged to Costs
and Expenses (2)
|
Charged to
Other Accounts (3)
|
Deductions (4)
|
Balance at
End of Period
|
||||||||||||||
|
Fiscal 2017
|
|||||||||||||||||||
|
Accounts receivable
|
$
|
135
|
|
$
|
59
|
|
$
|
1
|
|
$
|
(58
|
)
|
$
|
137
|
|
||||
|
Finance notes receivable
|
19
|
|
3
|
|
—
|
|
(13
|
)
|
9
|
|
|||||||||
|
Sales returns and allowances
|
386
|
|
2,285
|
|
—
|
|
(2,324
|
)
|
347
|
|
|||||||||
|
Other
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||
|
$
|
541
|
|
$
|
2,347
|
|
$
|
1
|
|
$
|
(2,395
|
)
|
$
|
494
|
|
|||||
|
Fiscal 2016
|
|||||||||||||||||||
|
Accounts receivable
|
$
|
135
|
|
$
|
72
|
|
$
|
2
|
|
$
|
(74
|
)
|
$
|
135
|
|
||||
|
Finance notes receivable
|
14
|
|
6
|
|
—
|
|
(1
|
)
|
19
|
|
|||||||||
|
Sales returns and allowances
|
305
|
|
2,207
|
|
—
|
|
(2,126
|
)
|
386
|
|
|||||||||
|
Other
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||
|
$
|
455
|
|
$
|
2,285
|
|
$
|
2
|
|
$
|
(2,201
|
)
|
$
|
541
|
|
|||||
|
Fiscal 2015
|
|||||||||||||||||||
|
Accounts receivable
|
$
|
137
|
|
$
|
59
|
|
$
|
5
|
|
$
|
(66
|
)
|
$
|
135
|
|
||||
|
Finance notes receivable
|
18
|
|
—
|
|
—
|
|
(4
|
)
|
14
|
|
|||||||||
|
Sales returns and allowances
|
273
|
|
1,988
|
|
—
|
|
(1,956
|
)
|
305
|
|
|||||||||
|
Other
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||||
|
$
|
429
|
|
$
|
2,047
|
|
$
|
5
|
|
$
|
(2,026
|
)
|
$
|
455
|
|
|||||
|
(1)
|
Amounts included herein pertain to the continuing operations of the Company.
|
|
(2)
|
Fiscal
2017
,
2016
and
2015
include
$5 million
,
$5 million
and
$7 million
, respectively, for reserves related to customer pricing disputes, excluded from provision for bad debts on the consolidated statements of cash flows and classified as a reduction in revenue in the consolidated statements of earnings.
|
|
(3)
|
Recoveries of amounts provided for or written off in prior years were
$1 million
,
$2 million
and
$1 million
for fiscal
2017
,
2016
and
2015
, respectively.
|
|
(4)
|
Write-off of uncollectible accounts or actual sales returns.
|
|
69
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Directors, Executive Officers, and Corporate Governance
|
||
Directors, Executive Officers and Corporate Governance
The following is a list of our executive officers:
|
Name
|
Age
|
Position
|
|
George S. Barrett
|
62
|
Chairman and Chief Executive Officer
|
|
Michael C. Kaufmann
|
54
|
Chief Financial Officer
|
|
Donald M. Casey, Jr.
|
57
|
Chief Executive Officer, Medical segment
|
|
Jon L. Giacomin
|
52
|
Chief Executive Officer, Pharmaceutical segment
|
|
Michele A. M. Holcomb
|
49
|
Executive Vice President, Strategy and Corporate Development
|
|
Pamela O. Kimmet
|
59
|
Chief Human Resources Officer
|
|
Craig S. Morford
|
58
|
Chief Legal and Compliance Officer
|
|
Patricia B. Morrison
|
58
|
Executive Vice President, Customer Support Services and Chief Information Officer
|
The business experience summaries provided below for our executive officers describe positions held during the last five years (unless otherwise indicated).
Mr. Barrett has served as Chairman and Chief Executive Officer since August 2009.
Mr. Kaufmann has served as Chief Financial Officer since November 2014. From August 2009 until November 2014, he served as Chief Executive Officer, Pharmaceutical segment.
Mr. Casey has served as Chief Executive Officer, Medical segment, since April 2012.
Mr. Giacomin has served as Chief Executive Officer, Pharmaceutical segment since November 2014. From January 2011 until November 2014, he served as President, U.S. Pharmaceutical Distribution.
Ms. Holcomb has served as Executive Vice President, Strategy and Corporate Development since January 2017. She joined us from Teva Pharmaceutical Industries Ltd., where she served as Senior Vice President, Strategy, Portfolio, Search, and Partnerships and Chief Operating Officer, Global R&D from October 2015 to December 2016, Senior Vice President, Chief Operating Officer, Global R&D from September 2012 to September 2015 and Vice President, Corporate Strategy and Operational Planning from April 2010 to September 2012.
Ms. Kimmet has served as Chief Human Resources Officer since June 2016. Prior to joining us, Ms. Kimmet served as Senior Vice President, Human Resources at Coca-Cola Enterprises, Inc. from October 2010 to June 2016.
Mr. Morford has served as Chief Legal and Compliance Officer since May 2009.
Ms. Morrison has served as Executive Vice President, Customer Support Services and Chief Information Officer since June 2011.
We have adopted
Standards of Business Conduct
that apply to all of our directors, officers and employees. The
Standards of Business Conduct
outline our corporate values and standards of integrity and behavior and are designed to protect and promote our reputation. The full text of the
Standards of Business Conduct
is posted on our website at www.cardinalhealth.com under “About Us — Corporate Citizenship — Ethics and Governance — Ethics and Compliance.”
Any waiver of the
Standards of Business Conduct
for directors or executive officers must be approved by the Audit Committee. As required under SEC and New York Stock Exchange rules, we will disclose future amendments to our
Standards of Business Conduct
and waivers from the
Standards of Business Conduct
for our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions, and our other executive officers and directors on our website within four business days following the date of the amendment or waiver.
The other information called for by Item 10 of Form 10-K is incorporated by reference to our Definitive Proxy Statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2017 Annual Meeting of Shareholders (our “2017 Proxy Statement”) under the captions “Proposal 1—Election of Directors,” “Share Ownership Information” and “Corporate Governance.”
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
70
|
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The table below summarizes information relating to our equity compensation plans at June 30, 2017.
|
Equity Compensation Plan Information
|
|||||||||||
|
Plan Category
|
Common Shares
to be Issued
Upon Exercise of Outstanding Options and Rights (#)
|
Weighted Average
Exercise Price of Outstanding Options ($)
|
Common Shares
Remaining Available
for Future Issuance
Under Equity
Compensation Plans (excluding securities
reflected in column (a)) (#)
|
||||||||
|
(a)
|
(b)
|
(c)
|
|||||||||
|
Equity compensation plans approved by shareholders
|
9,320,347
|
|
(1)
|
$
|
63.35
|
|
(1)
|
23,114,284
|
|
(2)
|
|
|
Equity compensation plans not approved by shareholders
|
4,203
|
|
(3)
|
—
|
|
(3)
|
—
|
|
|||
|
Total at June 30, 2017
|
9,324,550
|
|
23,114,284
|
|
|||||||
|
(1)
|
In addition to stock options outstanding under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (the "2011 LTIP") and the Cardinal Health, Inc. 2005 Long-Term Incentive Plan (the "2005 LTIP"), also includes 849,674 PSUs and 1,723,379 RSUs outstanding under the 2011 LTIP, 10,214 PSUs and 61,681 RSUs outstanding under the 2005 LTIP, and 167,471 RSUs outstanding under the 2007 Nonemployee Directors Equity Incentive Plan that are payable solely in common shares. PSUs and RSUs do not have an exercise price, and therefore were not included for purposes of computing the weighted-average exercise price. PSUs granted in fiscal 2015 are reported in this table at the actual amount that vested (133% of target). PSUs granted in fiscal 2016 and 2017 are reported in this table at the maximum payout level (200% of target) in accordance with SEC rules.
|
|
(2)
|
Reflects common shares available under the 2011 LTIP in the form of stock options and other stock-based awards. Under the 2011 LTIP's fungible share counting provisions, stock options are counted against the plan as one share for every common share issued; awards other than stock options are counted against the plan as two and one-half shares for every common share issued. This means that only 9,245,714 shares could be issued under awards other than stock options while 23,114,284 shares could be issued under stock options.
|
|
(3)
|
RSUs outstanding under the Cardinal Health, Inc. Amended and Restated Outside Directors Equity Incentive Plan that are payable solely in common shares. RSUs do not have an exercise price, and therefore were not included for purposes of computing the weighted-average exercise price.
|
The other information called for by Item 12 of Form 10-K is incorporated by reference to our 2017 Proxy Statement under the caption “Share Ownership Information.”
|
71
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Exhibits
|
||
Exhibits, Financial Statement Schedules
(a)(1) The following financial statements are included in the "Financial Statements" section of this report:
|
Page
|
|
|
Consolidated Financial Statements and Schedule:
|
|
(a)(2) The following Supplemental Schedule is included in this report:
All other schedules not listed above have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in the Notes thereto.
|
Exhibit
Number
|
Exhibit Description
|
|
2..1.1
|
Stock and Asset Purchase Agreement, dated March 1, 2015, between Ethicon, Inc. and Cardinal Health, Inc. (incorporated by reference to Exhibit 2.1 to Cardinal Health’s Current Report on Form 8-K filed on May 28, 2015, File No. 1-11373)
|
|
2.1.2
|
Letter Agreement, dated May 29, 2015, between Ethicon, Inc. and Cardinal Health, Inc. relating to mechanics of agreeing to purchase price allocation (incorporated by reference to Exhibit 2.3 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, File No. 1-11373)
|
|
2.1.3
|
Amendment No. 1, dated as of October 2, 2015, to the Stock and Asset Purchase Agreement, dated as of March 1, 2015, between Ethicon, Inc. and Cardinal Health, Inc. (incorporated by reference to Exhibit 2.1 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, File No. 1-11373)
|
|
2.1.4
|
Letter Agreement, dated August 8, 2016, between Ethicon, Inc. and Cardinal Health, Inc. relating to pre-closing product registration transfer process for certain Day 2 Countries (incorporated by reference to Exhibit 2.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, File No. 1-11373)
|
|
2.2.1
|
Stock and Asset Purchase Agreement, dated April 18, 2017, between Cardinal Health, Inc. and Medtronic plc (incorporated by reference to Exhibit 2.1 to Cardinal Health's Current Report on Form 8-K filed on April 18, 2017, File No. 1-11373)
|
|
2.2.2
|
Amendment No. 1, dated as of July 28, 2017, to Stock and Asset Purchase Agreement, dated April 18, 2017, between Cardinal Health, Inc. and Medtronic plc
|
|
3.1
|
Amended and Restated Articles of Incorporation of Cardinal Health, Inc., as amended (incorporated by reference to Exhibit 3.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
|
|
3.2
|
Cardinal Health, Inc. Restated Code of Regulations (incorporated by reference to Exhibit 3.2 to Cardinal Health’s Current Report on Form 8-K filed on June 30, 2016, File No. 1-11373)
|
|
4.1
|
Specimen Certificate for Common Shares of Cardinal Health, Inc. (incorporated by reference to Exhibit 4.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 1-11373)
|
|
4.2.1
|
Indenture, dated as of June 2, 2008, between Cardinal Health, Inc. and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Cardinal Health’s Current Report on Form 8-K filed on June 2, 2008, File No. 1-11373)
|
|
4.2.2
|
Form of 4.625% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Cardinal Health’s Current Report on Form 8-K filed on December 14, 2010, File No. 1-11373)
|
|
4.2.3
|
Form of 1.900% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Cardinal Health's Current Report on Form 8-K filed on May 21, 2012, File No. 1-11373)
|
|
4.2.4
|
Form of 3.200% Notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on May 21, 2012, File No. 1-11373)
|
|
4.2.5
|
Form of 1.700% Notes due 2018 (incorporated by reference to Exhibit 4.1 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-11373)
|
|
4.2.6
|
Form of 3.200% Notes due 2023 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-11373)
|
|
4.2.7
|
Form of 4.600% Notes due 2043 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on February 22, 2013, File No. 1-11373)
|
|
4.2.8
|
Form of 2.400% Notes due 2019 (incorporated by reference to Exhibit 4.1 to Cardinal Health’s Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373)
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
72
|
|
|
Exhibits
|
||
|
4.2.9
|
Form of 3.500% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Cardinal Health’s Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373)
|
|
4.2.10
|
Form of 4.500% Notes due 2044 (incorporated by reference to Exhibit 4.3 to Cardinal Health’s Current Report on Form 8-K filed on November 19, 2014, File No. 1-11373)
|
|
4.2.11
|
Form of 1.950% Notes due 2018 (incorporated by reference to Exhibit 4.1 to Cardinal Health’s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)
|
|
4.2.12
|
Form of 3.750% Notes due 2025 (incorporated by reference to Exhibit 4.2 to Cardinal Health’s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)
|
|
4.2.13
|
Form of 4.900% Notes due 2045 (incorporated by reference to Exhibit 4.3 to Cardinal Health’s Current Report on Form 8-K filed on June 23, 2015, File No. 1-11373)
|
|
4.2.14
|
Form of 1.948% notes due 2019 (incorporated by reference to Exhibit 4.1 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.2.15
|
Form of 2.616% notes due 2022 (incorporated by reference to Exhibit 4.2 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.2.16
|
Form of Floating rate notes due 2022 (incorporated by reference to Exhibit 4.3 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.2.17
|
Form of 3.079% notes due 2024 (incorporated by reference to Exhibit 4.4 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.2.18
|
Form of 3.410% notes due 2027 (incorporated by reference to Exhibit 4.5 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.2.19
|
Form of 4.368% notes due 2047 (incorporated by reference to Exhibit 4.6 to Cardinal Health's Current Report on Form 8-K filed on June 12, 2017, File No. 1-11373)
|
|
4.3
|
Agreement to furnish to the Securities and Exchange Commission upon request a copy of instruments defining the rights of holders of certain long-term debt of Cardinal Health, Inc. and consolidated subsidiaries (incorporated by reference to Exhibit 4.07 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, File No. 1-11373)
|
|
10.1.1
|
Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)*
|
|
10.1.2
|
First Amendment to Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.2 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2014)*
|
|
10.1.3
|
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Cardinal Health’s Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)*
|
|
10.1.4
|
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.3 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)*
|
|
10.1.5
|
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.4 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, File No. 1-11373)*
|
|
10.1.6
|
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.7 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, File No. 1-11373)*
|
|
10.1.7
|
Form of Restricted Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.8 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2014)*
|
|
10.1.8
|
Form of Performance Share Units Agreement under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Cardinal Health's Current Report on Form 8-K/A filed on November 4, 2011, File No. 1-11373)*
|
|
10.1.9
|
Form of Amendment to Stock Option and Restricted Share Units Agreements under the Cardinal Health, Inc. 2011 Long-Term Incentive Plan, the Cardinal Health, Inc. 2005 Long-Term Incentive Plan and the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.1.9 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, File No. 1-11373)*
|
|
10.2.1
|
Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on November 7, 2016, File No. 1-11373)*
|
|
10.2.2
|
First Amendment to Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan*
|
|
10.2.3
|
Form of Nonqualified Stock Option Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan*
|
|
10.2.4
|
Form of Restricted Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan*
|
|
10.2.5
|
Form of Performance Share Units Agreement under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan*
|
|
10.3.1
|
Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)*
|
|
10.3.2
|
First Amendment to Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-11373)*
|
|
10.3.3
|
Second Amendment to Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.2 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-11373)*
|
|
10.3.4
|
Third Amendment to Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2.4 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2014)*
|
|
10.3.5
|
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.3 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-11373)*
|
|
10.3.6
|
Form of Nonqualified Stock Option Agreement under the Cardinal Health, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1.11 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, File No. 1-11373)*
|
|
10.4.1
|
Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, File No. 1-11373)*
|
|
10.4.2
|
First Amendment to Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.2.1 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-11373)*
|
|
73
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Exhibits
|
||
|
10.4.3
|
Second Amendment to the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Cardinal Health's Quarterly Report on Form 10-Q for the Quarter ended December 31, 2011, File No. 1-11373)*
|
|
10.4.4
|
Form of Directors’ Restricted Share Units Agreement under the Cardinal Health, Inc. 2007 Nonemployee Directors Equity Incentive Plan (incorporated by reference to Exhibit 10.5.7 to Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2013, File No. 1-11373)*
|
|
10.5.1
|
Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.1 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, File No. 1-11373)*
|
|
10.5.2
|
First Amendment to the Cardinal Health Deferred Compensation Plan, as amended and restated effective as of January 1, 2016 (incorporated by reference to Exhibit 10.1 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)*
|
|
10.6
|
Cardinal Health, Inc. Management Incentive Plan (incorporated by reference to Exhibit 10.1 to Cardinal Health's Periodic Report on Form 8-K filed on November 10, 2014, File No. 1-11373)*
|
|
10.7
|
Cardinal Health, Inc. Policy Regarding Shareholder Approval of Severance Agreements (incorporated by reference to Exhibit 10.09 to Cardinal Health’s Current Report on Form 8-K filed on August 7, 2006, File No. 1-11373)*
|
|
10.8.1
|
Employment Agreement, dated September 4, 2012, between Cardinal Health, Inc. and George S. Barrett (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Current Report on Form 8-K filed on September 6, 2012, File No. 1-11373)*
|
|
10.8.2
|
Amendment, dated August 5, 2015, to Employment Agreement, dated September 4, 2012, between Cardinal Health, Inc. and George S. Barrett (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Current Report on Form 8-K filed on August 6, 2015, File No. 1-11373)*
|
|
10.8.3
|
Aircraft Time Sharing Agreement, effective August 5, 2015, between Cardinal Health, Inc. and George S. Barrett (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Current Report on Form 8-K filed on August 6, 2015, File No. 1-11373)*
|
|
10.9
|
Confidentiality and Business Protection Agreement, effective as of February 15, 2010, between Cardinal Health, Inc. and Michael C. Kaufmann (incorporated by reference to Exhibit 10.15 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, File No. 1-11373)*
|
|
10.10
|
Confidentiality and Business Protection Agreement, effective as of April 9, 2012, between Cardinal Health, Inc. and Donald M. Casey Jr. (incorporated by reference to Exhibit 10.14.1 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)*
|
|
10.11
|
Confidentiality and Business Protection Agreement, effective as of September 9, 2014, between Cardinal 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)*
|
|
10.12.1
|
Form of Indemnification Agreement between Cardinal Health, Inc. and certain individual directors (incorporated by reference to Exhibit 10.38 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, File No. 1-11373)
|
|
10.12.2
|
Form of Indemnification Agreement between Cardinal Health, Inc. and certain individual executive officers (incorporated by reference to Exhibit 10.39 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, File No. 1-11373)
|
|
10.13.1
|
Issuing and Paying Agency Agreement, dated August 9, 2006, between Cardinal Health, Inc. and The Bank of New York (incorporated by reference to Exhibit 10.01 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)
|
|
10.13.2
|
First Amendment to Issuing and Paying Agency Agreement, dated February 28, 2007, between Cardinal Health, Inc. and The Bank of New York (incorporated by reference to Exhibit 10.01 to Cardinal Health’s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)
|
|
10.13.3
|
Second Amendment to Issuing and Paying Agency Agreement, effective as of December 1, 2016, between Cardinal Health, Inc. and The Bank of New York (incorporated by reference to Exhibit 10.2 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.13.4
|
Commercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10.02 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)
|
|
10.13.5
|
First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 10.02 to Cardinal Health’s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)
|
|
10.13.6
|
Second Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and J.P. Morgan Securities LLC (formerly known as J.P. Morgan Securities Inc.) (incorporated by reference to Exhibit 10.4 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)
|
|
10.13.7
|
Commercial Paper Dealer Agreement between Cardinal Health, Inc. and J.P. Morgan Securities LLC, effective as of December 1, 2016 (incorporated by reference to Exhibit 10.6 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.13.8
|
Commercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Banc of America Securities LLC (incorporated by reference to Exhibit 10.03 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)
|
|
10.13.9
|
First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Banc of America Securities LLC (incorporated by reference to Exhibit 10.03 to Cardinal Health’s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)
|
|
10.13.10
|
Second Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, f/k/a Banc of America Securities LLC (incorporated by reference to Exhibit 10.5 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)
|
|
10.13.11
|
Commercial Paper Dealer Agreement between Cardinal Health, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, effective as of December 1, 2016 (incorporated by reference to Exhibit 10.3 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.13.12
|
Commercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.04 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)
|
|
10.13.13
|
First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.04 to Cardinal Health’s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)
|
|
10.13.14
|
Second Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Wells Fargo Securities, LLC, as successor in interest to Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.6 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)
|
|
10.13.15
|
Commercial Paper Dealer Agreement between Cardinal Health, Inc. and Wells Fargo Securities, LLC, effective as of December 1, 2016 (incorporated by reference to Exhibit 10.5 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.13.16
|
Commercial Paper Dealer Agreement, dated August 9, 2006, between Cardinal Health, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.05 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, File No. 1-11373)
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
74
|
|
|
Exhibits
|
||
|
10.13.17
|
First Amendment to Commercial Paper Dealer Agreement, dated February 28, 2007, between Cardinal Health, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.05 to Cardinal Health’s Current Report on Form 8-K filed on March 6, 2007, File No. 1-11373)
|
|
10.13.18
|
Second Amendment to Commercial Paper Dealer Agreement, effective as of December 31, 2012, between Cardinal Health, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.7 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012, File No. 1-11373)
|
|
10.13.19
|
Commercial Paper Dealer Agreement between Cardinal Health, Inc. and Goldman Sachs & Co., effective as of December 1, 2016 (incorporated by reference to Exhibit 10.4 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.13.20
|
Form of Commercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc. (incorporated by reference to Exhibit 10.2 to Cardinal Health’s Current Report on Form 8-K filed on April 21, 2009, File No. 1-11373)
|
|
10.13.21
|
Form of First Amendment to Commercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc. (incorporated by 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)
|
|
10.13.22
|
Commercial Paper Dealer Agreement between Cardinal Health, Inc. and SunTrust Robinson Humphrey, Inc., effective as of December 1, 2016 (incorporated by reference to Exhibit 10.7 to Cardinal Health's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 1-11373)
|
|
10.14.1
|
Amended and Restated Five-Year Credit Agreement, dated as of June 16, 2016, among Cardinal Health, Inc., JPMorgan Chase Bank, N.A. as Administrative Agent, Joint Lead Arranger and Joint Book Manager, Bank of America, N.A. as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agent, Joint Lead Arranger and Joint Book Manager, Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Book Manager (incorporated by reference to Exhibit 10.1 to Cardinal Health’s Current Report on Form 8-K filed on June 21, 2016, File No. 1-11373)
|
|
10.14.2
|
Amendment No. 1, dated as of May 1, 2017, to Amended and Restated Five-Year Credit Agreement as of June 16, 2016 (incorporated by reference to Exhibit 10.8 to Cardinal Health’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-11373)
|
|
10.15
|
Commitment Letter, dated April 18, 2017, by and among Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC and Cardinal Health, Inc. (incorporated by reference to Exhibit 10.1 to Cardinal Health's Current Report on Form 8-K filed on April 18, 2017, File No. 1-11373)
|
|
10.16.1
|
Tax Matters Agreement, dated as of August 31, 2009, by and between Cardinal Health, Inc. and CareFusion Corporation (incorporated by reference to Exhibit 10.3 to Cardinal Health’s Current Report on Form 8-K filed on September 4, 2009, File No. 1-11373)
|
|
10.16.2
|
First Amendment to Tax Matters Agreement, dated as of May 28, 2012, by and between Cardinal Health, Inc. and CareFusion Corporation (incorporated by reference to Exhibit 10.20.2 to Cardinal Health’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, File No. 1-11373)
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges
|
|
21.1
|
List of Subsidiaries of Cardinal Health, Inc.
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
99.1
|
Statement Regarding Forward-Looking Information
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
* Management contract or compensatory plan or arrangement.
|
|
|
75
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
|
Form 10-K Cross Reference Index
|
||
Form 10-K Cross Reference Index
|
Item
|
Page(s)
|
|
|
Part 1
|
||
|
1
|
||
|
1A
|
||
|
1B
|
Unresolved Staff Comments
|
N/A
|
|
2
|
||
|
3
|
||
|
4
|
Mine Safety Disclosures
|
N/A
|
|
Part II
|
||
|
5
|
||
|
6
|
||
|
7
|
||
|
7A
|
||
|
8
|
||
|
9
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
N/A
|
|
9A
|
||
|
9B
|
Other Information
|
N/A
|
|
Part III
|
||
|
10
|
||
|
11
|
Executive Compensation
|
(a)
|
|
12
|
||
|
13
|
Certain Relationships and Related Transactions, and Director Independence
|
(b)
|
|
14
|
Principal Accounting Fees and Services
|
(c)
|
|
Part IV
|
||
|
15
|
||
|
16
|
Form 10-K Summary
|
N/A
|
|
N/A
|
Not applicable
|
|
|
(a)
|
The information called for by Item 11 of Form 10-K is incorporated by reference to our 2017 Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation” and “Director Compensation.”
|
|
|
(b)
|
The information called for by Item 13 of Form 10-K is incorporated by reference to our 2017 Proxy Statement under the caption "Corporate Governance."
|
|
|
(c)
|
The information called for by Item 14 of Form 10-K is incorporated by reference to our 2017 Proxy Statement under the caption “Audit Committee Report and Audit Matters.”
|
|
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
76
|
|
|
Additional Information
|
||
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on
August 10, 2017
.
|
Cardinal Health, Inc.
|
||
|
By:
|
/s/ GEORGE S. BARRETT
|
|
|
George S. Barrett
|
||
|
Chairman and Chief Executive Officer
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed below by the following persons on behalf of the registrant and in the capacities indicated on
August 10, 2017
.
|
Name
|
Title
|
|
|
/s/ GEORGE S. BARRETT
|
Chairman and Chief Executive Officer and Director (principal executive officer)
|
|
|
George S. Barrett
|
||
|
/s/ MICHAEL C. KAUFMANN
|
Chief Financial Officer (principal financial officer)
|
|
|
Michael C. Kaufmann
|
||
|
/s/ STUART G. LAWS
|
Senior Vice President and Chief Accounting Officer (principal accounting officer)
|
|
|
Stuart G. Laws
|
||
|
/s/ DAVID J. ANDERSON
|
Director
|
|
|
David J. Anderson
|
||
|
/s/ COLLEEN F. ARNOLD
|
Director
|
|
|
Colleen F. Arnold
|
||
|
/s/ CARRIE S. COX
|
Director
|
|
|
Carrie S. Cox
|
||
|
/s/ CALVIN DARDEN
|
Director
|
|
|
Calvin Darden
|
||
|
/s/ BRUCE L. DOWNEY
|
Director
|
|
|
Bruce L. Downey
|
||
|
/s/ PATRICIA A. HEMINGWAY HALL
|
Director
|
|
|
Patricia A. Hemingway Hall
|
||
|
/s/ CLAYTON M. JONES
|
Director
|
|
|
Clayton M. Jones
|
||
|
/s/ GREGORY B. KENNY
|
Director
|
|
|
Gregory B. Kenny
|
||
|
/s/ NANCY KILLEFER
|
Director
|
|
|
Nancy Killefer
|
||
|
/s/ DAVID P. KING
|
Director
|
|
|
David P. King
|
||
|
77
|
Cardinal Health
|
Fiscal 2017 Form 10-K
|
|
TABLE OF CONTENTS