Cardinal Health, Inc. (CAH)
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AGM 2018

Nov 7, 2018

Speaker 1

Good morning and welcome. I'm Gregory Kenny, Chairman of the Board of Directors of Cardinal Health. I'm pleased to call to order the 2018 Annual Meeting of Shareholders. We are webcasting today's meeting and welcome our shareholders who are listening to the webcast. I'd like to begin by introducing each of our current directors who are here today.

Could each of you stand as I call your name, Colleen Arnold, Carrie Cox, Calvin Darden, Bruce Downey, Patricia Hemingway Hall, Akhil Jorey, Michael Kaufman and Nancy Killefer. Next, I'd like to introduce Lisa Young, Dan Valero, Mike Keane, John Rogers, Crystal Threet of Ernst and Young, independent auditor for Cardinal Health. Could each of you please stand? Okay. Also present today are Michael Lang and David Dietrich, representatives of Computershare Investor Services.

Cardinal Health's transfer agent appointed to act as Inspector of Election at this meeting. Now I'd like to ask our secretary of the meeting, Jessica Mayer, to lead us through the formal portion of our meeting. Jessica?

Speaker 2

Thank you, Greg, and good morning, everyone. As you can see from our meeting agenda on the screen, we will begin by considering the proposals outlined in our proxy materials and announcing the preliminary results of our voting. Once the formal portion of the meeting is concluded, Mike Kauffman, our CEO, will provide a brief business report, and then Mike and Greg will take questions from our audience. Please refer to the annual meeting of shareholders guidelines on the back of your agenda for the procedures that are applicable to today's meeting. I present to the meeting the notice of today's annual meeting of shareholders and the related proxy materials together with an affidavit of Computershare Investor Services certifying that the notice of annual meeting was mailed on September 26, 2018 to Cardinal Health's shareholders of record at the close of business on September 10, 2018.

I also have copies of Cardinal Health's annual report sent to shareholders containing Cardinal Health's consolidated financial statements for the fiscal year ended June 30, 2018. According to our Inspector of Election, approximately 265,000,000 common shares being approximately 88% of total outstanding shares are represented at today's meeting. This represents in excess of a majority of outstanding shares on the record date and therefore constitutes a quorum. Proposal number 1. The first item of business at today's meeting is the election of 9 directors, each to serve until the 2019 annual meeting and until his or her successor is duly elected and qualified.

The 9 persons nominated by the Board are Colleen Arnold, Carrie Cox, Calvin Darden, Bruce Downey, Patricia Hemingway Hall, Akhil Jorey, Michael Kauffman, Gregory Kenny and Nancy Killefer. Proposal number 2. The next item of business is a proposal to ratify the appointment of Ernst and Young LLP as our independent auditor for the fiscal year ending June 30, 2019 as described in our proxy statement. Proposal number 3. The next item of business is a proposal to approve on a non binding advisory basis the compensation of our named executives.

As disclosed in the compensation discussion and analysis, the summary compensation table and the related compensation tables, notes and narrative in the proxy statement. Proposal number 4. The next item of business is to vote on a proposal if properly presented from the International Brotherhood of Teamsters General Fund and Rhode Island Employees Retirement Systems Pooled State Trust on a policy to not exclude legal and compliance costs for purposes of determining executive compensation. The Board of Directors recommends a vote against the shareholder proposal. The Board's statement in opposition to this proposal is contained in our proxy statement.

Karen Belenko, a representative of the sponsor and of the shareholder proposal is here. Please introduce yourself, identify the shareholder you represent and provide any comments regarding the substance of your proposal.

Speaker 3

Thank you. Good morning, Chairman Kenny and fellow shareholders. My name is Karen Zielenko, and on behalf of the International Brotherhood of Team sters, a long time shareholder of Cardinal Health, I move proposal 4, which asks the company to cease excluding legal and regulatory settlement costs from profit metrics used to determine executive compensation. The proposal, which was co filed by Rhode Island State Treasurer, Seth Magaziner, on behalf of the members of the Rhode Island Employees' Retirement System Pool Trust, is based on the common sense principle that the CEO and other named executives should not be insulated from the impact of costly legal and regulatory settlements. Cardinal has already paid tens of 1,000,000 of dollars to settle claims by federal and state authorities over the last decade related to its distribution of prescription painkillers.

And the number of opioid related lawsuits against the company has increased from just 2 dozen a year ago to more than 1,000 today. These lawsuits are not mundane run of the mill cases, but rather alleged negligence and gross failures related to a core responsibility of the management team to ensure the safe and secure distribution of drugs. Executives that profit from actions or just as importantly, inactions that have exacerbated our nation's opioid crisis and the financial risks to our company should also bear the burden of that cost. Ignoring this issue risks an investor backlash in the event that Cardinal is forced to pay costly fines or settlements for its role in the opioid crisis with little or no meaningful executive accountability. On behalf of the Teamsters and the broader Investors for Opioid Accountability Coalition, a coalition now representing more than $2,200,000,000,000 in assets, we appreciate Cardinal's ongoing engagement and responsiveness on some of our key governance and transparency priorities, including the appointment of an independent Board Chair, the creation of an independent Board Committee to oversee opioid related operations and compliance and improved transparency related to the Board's oversight of opioid related matters and its clawback policy.

We hope the company will build on these reforms by adopting this proposal's policy as we view it as an important component to aligning management interests with those of the company and its long term investors. Thank you.

Speaker 2

Thank you, Ms. Zelenko. Proposal number 5 is our final item of business and is to vote on a proposal if properly presented from Kenneth Steiner on the ownership threshold for calling a special meeting of shareholders. The Board of Directors recommends a vote against this shareholder proposal. The Board statement in opposition to this proposal is contained in the proxy statement.

Speaker 3

Ms. Zelenka will also present this proposal. Go ahead. Thank you. Good morning.

On behalf of the proponent, Kenneth Steiner, I also move proposal 5 regarding special shareholder meetings. Shareowners ask our Board of Directors to take the steps necessary to amend our bylaws and appropriate governing documents to give the owners of a total of 10% of our outstanding common stock the power to call special shareholder meetings. Special shareholder meetings allow shareholders to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70% support at Edwards Life Sciences and SunEdison. This proposal topic sponsored by William Steiner also won 78% support at a Sprint annual meeting with 1,700,000,000 yes votes.

Nuance Communications shareholders gave 94% support in February 2018 to a shareholder proposal calling for 10% of shareholders to call a special meeting. We urge shareholders to support this resolution and with strong support, ask the Board to adopt the proposal as policy.

Speaker 2

I now declare the polls closed. Actually, I don't. Back up. Anyone who has not yet voted or who wishes to vote, change or revoke his or her proxy should do so now by turning in his or her ballot. If you need a ballot, please raise your hand and we can come to you in the audience.

Okay. Now I declare the polls closed. The results I am about to report are considered preliminary and are subject to final tabulation and verification by the Inspector of Election. We will post the final results on our website at www.cardinalhealth.com on the Investor Relations page in the next few days. This is the compensation of our named executive officers.

It appears that this proposal has passed. It appears on proposal number 4, it appears that the shareholder proposal on a policy to not exclude legal and compliance costs for purposes of determining executive compensation has failed. And finally, with respect to proposal number 5, it appears that the shareholder proposal on the ownership threshold for calling a special meeting of shareholders has failed. The report of voting results is now concluded.

Speaker 1

Thank you, Jessica. That adjourns the formal portion of today's meeting. The meeting is now concluded. Mike Coffin will now provide a brief business update on Cardinal Health. Mike?

Speaker 4

Thanks, Greg, and good morning, everyone. Before I start, I'll read a forward looking statement. During today's meeting, we will be making forward looking statements. The matters addressed in these statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. A description of these risks and uncertainties, please refer to this slide and to our SEC filings.

I will now provide a brief update on Cardinal Health, and then Greg, Jessica and I will answer questions. As many of you know and are familiar with Cardinal Health, we are a company of great reach, and we are a global integrated health care services company. Our customers include health care systems, acute care facilities. We have retail pharmacies, physician offices, clinical laboratories, and we serve all of these in the United States and many of these globally. Our employees work across the globe in both commercial and manufacturing roles to support our clients and deliver products.

We are nearly 85 percent of U. S. Hospitals, and we serve more than 26,000 pharmacies. Now before I get to the actual financials, I do want to remind everyone that tomorrow morning, we will be announcing our Q1 earnings. So all of the comments I will be making today will be related back to our fiscal year end FY 2018 numbers.

If you'd like to get more current information, please join us tomorrow for our earnings call. These are our fiscal year 2018 results. If you look at these, first, I would note that our revenues grew to almost $137,000,000,000 which was about a 5% increase. And our non GAAP EPS was $5 which was down 7%. Operating cash flow for last year was $2,800,000,000 And while we had a few challenges in the year last year, we are still incredibly committed to a future of growth.

And in fact, during our earnings call at the end of our Q4, we laid out what we thought our 6 priorities were that would help us deliver on this commitment to grow. Those 6 are specifically reducing our cost structure stabilizing and growing Quartus integrating then running our patient recovery business evaluating and adjusting our pharmaceutical distribution model reviewing, simplifying and where appropriate, expanding our portfolio and our partnerships and lastly, deploying capital in a very, very disciplined way. We will provide updates on many of these tomorrow in our earnings call, but I assure you that our entire employee team is aligned around these priorities and committed to a future of growth. Let me just, wrap up with this. On November 1, just a couple of weeks ago, I celebrated my 28th anniversary with Cardinal Health.

And I've been asked many times over the years, why do you stay? What has kept you at one company for 28 years? And I will tell you there are 3 things that do that. 1st and foremost is what we do matters. We are critical to the health care system.

And if you don't believe that, just think about how easy it is every day when you go to the hospital or pharmacy to make sure that you pick up your drugs. They're there because we have teams of individuals making those deliveries, working with customers. During any natural disaster, look around and see whose truck is there to be able to get supplies to some hospital or retail pharmacy that is in need. What we do matters, and our customers value what we do incredibly. The second reason I've stayed is because I've had so many opportunities.

This company is generating and growing and helping people have different opportunities in their career. I have always stayed challenged for 28 years and that has made it a wonderful opportunity to be here. And lastly, I've stayed because of the people. The people here care deeply about so many things. They care deeply about their community.

They care deeply about each other. They care very deeply about the opioid crisis and doing what we can do to do the right things. And so when you think about the fact that what we do matters, you get a lot of opportunities and we have amazing people, I think it's easy to see why I've stayed for 28 years. That wraps up our formal comments. And now Jessica, Greg and I will take your questions.

Thank you.

Speaker 3

Thanks, Mike.

Speaker 2

We would now be happy to take questions from our audience. As noted in the guidelines distributed for this meeting, there is a limit of 1 question or comment up to 2 minutes per shareholder. When you are recognized, please stand and proceed to the microphone, introduce yourself and state the number of shares that you own. Please keep your questions and comments relevant to matters of concern to Cardinal Hall's shareholders generally. If there is any matter which is of individual concern or which is not appropriate for general discussion, a member of our Investor Relations team will be happy to meet with you after the meeting.

Are there any questions?

Speaker 5

Good morning. Jim White as shareholder. Just a comment to thank Mr. Kauffman for taking the mantle of leadership at Cardinal Health. And I think your comment about what you do, we do here matters is really true because when someone in your family is sick, that's all your focus is on.

And you've charted many different innovations, including Fuze for Cardinal. So thank you for your leadership with that. And it is about the people. So it's nice to see your commitment, but most importantly, throughout it all, your innovation and your leadership. So God bless you.

Thank you.

Speaker 4

Thank you very much.

Speaker 2

Are there any other questions from the audience?

Speaker 3

Seeing none, we will conclude.

Speaker 2

Thank you everyone for attending this morning. Have a good day. Yes.

Speaker 4

Have a good

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