Cardinal Health, Inc. (CAH)
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AGM 2019

Nov 6, 2019

Gregory B. Kenny
Chairman of the Board, Cardinal Health

I'm still pleased to call to order the 2019 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 other 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 Johri, Mike Kaufmann, Nancy Killefer, Mike Losh. New directors, Dean Scarborough, John Weiland. I'd also like to introduce John Rodgers, Dan Valerio, and Lisa Young of Ernst & Young, independent auditor for Cardinal Health. Could each of you please stand? Also present today are Michael Yang Lang and David Dietrich, representatives of Computershare Investor Services, Cardinal Health's transfer agent appointed to act as inspector of election at this meeting.

Right now, I'd like to ask the Secretary of the Meeting, Jack Adams, to lead us through the formal portion of the meeting. Jack?

Jack Adams
Senior Vice President, Associate General Counsel and Secretary, Cardinal Health

Thank you, Greg. As you can see from our meeting agenda, we will begin by considering the proposals outlined in our proxy materials and announcing the preliminary results of the voting. When the formal portion is concluded, Mike Kaufmann, our CEO, will provide a brief business report. Mike and Greg will take questions from shareholders. Please refer to the annual meeting of shareholders' guidelines on the back of your agenda for procedures after. I present to you the notice of today's annual meeting of shareholders and related proxy materials, together with an affidavit of Computershare Investor Services, certifying that the notice of annual meeting was mailed on September 20th, 2019 to Cardinal Health shareholders of record at the close of business on September 9th, 2019.

I also have copies of the Cardinal Health annual report sent to shareholders containing Cardinal Health's consolidated financial statements for the fiscal year ending June 30, 2019. According to the Inspector of Elections, approximately 257 million shares, being approximately 88% of total outstanding shares, are represented at the meeting. This exceeds the majority, and therefore constitutes a quorum. The first item of business is the election of 12 directors, each to serve until the 2020 annual meeting and until his or her successor is duly elected and qualified. The 12 persons nominated by the board are Colleen Arnold, Carrie Cox, Calvin Darden, Bruce Downey, Patricia Hemingway Hall, Akhil Johri, Michael Kaufmann, Gregory Kenny, Nancy Killefer, J. Michael Losh, Dean Scarborough, and John Weiland.

The second item of business is a proposal to ratify the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending June 30, 2020. The last item of business is a proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the compensation discussion and analysis, summary compensation table, and the related compensation table notes and narratives in the proxy statement. Anyone who wishes to vote or revoke his or her proxy can do so now by turning in his or her ballot. If you need a ballot, please raise your hand. Does anyone need a ballot? I now declare the polls closed. The results I'm about to report to you are considered preliminary and 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. On proposal number 1, the election of directors, it appears that each of the director nominees has been elected. On proposal 2, ratification of the appointment of Ernst & Young as our independent auditor for fiscal 2020, it appears that this proposal has passed. On proposal 3, to approve the compensation of our named executive officers, it appears that this proposal has passed.

Gregory B. Kenny
Chairman of the Board, Cardinal Health

Thanks so much, and now go into the.

Michael Kaufmann
CEO, Cardinal Health

Thanks, Greg. Good morning, everyone. 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. For a description of these risks and uncertainties, please refer to this slide or to our SEC filings. I'm now going to provide you a brief update on Cardinal Health, and then Greg and I will answer any questions. Since our FY'19 numbers were just recently reported with our year-end being June 30th, and tomorrow we will be announcing our Q1 numbers.

I thought that I would only touch very lightly on our numbers today, but really focus on what we call our path forward. Our path forward is partially a refresh of our old mission, vision, values, but it's also a message to our employees and our external stakeholders of what we believe the roadmap is to our success. We've broke this path forward down into four simple components. First of all, it's why we exist. Second, where we are going. Third, how will we succeed? Fourth, what we value. Let me take some time and spend on each one of these. First, why we exist. We exist to deliver products and solutions to improve the lives of people every day.

We really wanted our overarching statement to be something simple, easy for our employees to answer, kind of like an elevator speech when someone asks you, "Why is Cardinal?" It's very simple to remember this, but it's also very powerful. It says exactly what we do. We do deliver products and solutions. We didn't say services, we said solutions, and that was on purpose. We also wanted to make sure that it had some warmth to it, that it connected to the people, which is why we said improve the lives of people every day, because that is what Cardinal Health does. We're essential to care, and our employees know that what we do matters and is important. We wanted to go to something a little more deep, to talk about where we're headed as a company.

This says, we aspire to be healthcare's most trusted partner by building upon our scale and heritage in distribution, products, and solutions, while driving growth in evolving areas of healthcare through customer insights, data, and analytics, and focusing our resources on what matters most. When we put this together, it was very purposeful, each piece. There's really four components in here to focus on. The first statement around being trusted partner, that is our message to both external and internal folks that everything we do should be about being that trusted partner for our customers. That means we must have integrity. That means we must do and live up to what we say every day. That's incredibly important to me and to all of our employees. The second phrase around building upon our scale and heritage.

This is really to signal and let everyone know we're proud of what we are today. We know that at our core, we're a products company and a medical and pharmaceutical distribution company, and that we're going to build upon those and that we see those as an important foundation of our growth. The third piece, though, around driving growth in evolving areas, that's about looking to the horizon. That is reminding everyone that while we're going to be in healthcare and we're going to build upon our core, we are going to continue to look for those evolving areas, and we're going to use disciplined means to find out how to address and get after those. Finally, the last phrase around focusing our resources on what matters most, that's really about prioritization.

We can't be everything to everyone at all times. We must pick what are those things that we want to prioritize and get after. This is a very purposeful statement that we put together. Speaking of scale and building upon it, here are just a few facts. I could have filled up pages here. There is really important that we touch almost 90% of U.S. hospitals between either being a pharmaceutical distributor for them, a medical distributor for them, or having our products go through us or one of our competitors. Almost every hospital in the United States knows Cardinal Health. That's an important piece of our scale. We service over 29,000 retail pharmacies. We serve more than 3 million people in the home with over 46,000 medical products. We have incredible breadth, not only across the United States, but also globally.

Next thing I wanted to chat here about is give you some FY'19 highlights. I'm going to show you the financials in a minute for briefly a one-page. Let me just talk a little bit about the highlights before I show you those. From an operating performance, probably most importantly, we exceeded our non-GAAP EPS guidance for the year. We delivered on our commitments. We delivered double-digit revenue and profit growth in very strategic areas like at our home business, our specialty business, and our services business. In our capital deployment area, we generated $2.7 billion in operating cash flow, returning $1.2 billion of that to shareholders through dividends, share repurchases. We paid down $1.1 billion of long-term debt.

From a portfolio standpoint, we had a very focused and disciplined approach to M&A that if a business is not a cultural fit, a strategic fit, and also a financial fit, we are not going to do it. We did do a couple acquisitions of Mirixa and mscripts this year, and we also finalized a partnership to accelerate the growth of our naviHealth business. Those are just a few of the highlights this year. Here are some of the actual numbers. I am not going to go through these in any detail. I want to say two things. One is just emphasize that we did deliver on our commitments for the year, which is incredibly important to our shareholders and to our employees. Also, I believe we have absolutely positioned ourselves very well for FY 2020.

Let me begin to wrap up with the final two components of our path forward. I've talked about why we exist and where are we going. Now let's talk about how we will succeed. We see it grouped into four different buckets. First of all, grow and develop our people. We can't win without our people, and we must invest in them. We are very committed to doing that. Second of all, we must prioritize our work. Again, we can't be everything to everyone, and we need to understand what matters to our customers, what matters to our employees, and where the best uses of our capital and time and resources are. Next, we must optimize our core.

As I said, at our core, we are a pharmaceutical distribution and medical products and distribution business. Those are by far the largest components of our company, we must maximize those to be successful. Lastly, we must invest for growth. While we're always looking very hard at our expenses and making sure when we're spending wisely, we must take some of those dollars in savings and invest it back into the company. We've done that through capital expenditures, investments in IT systems. Those are the four components of how we will succeed. Lastly, it's important to talk about what we value. This is a very clear message to our employees. These are not optional. These are the things that if an employee wants to work at Cardinal Health, they must exhibit these types of things. First and foremost, there is integrity.

If you don't have integrity, you don't work at Cardinal Health. That is an important foundation of what we are as a company. It's something that we talk about a lot. Second of all, being inclusive. We want everyone to be able to bring 100% of themselves to work every single day. For us, being inclusive is truly an important component of being here. Innovative. It's important that we understand that things are changing very quickly in healthcare. Every employee at every level needs to be thinking about things that we can do better and faster and more productively. Innovative is a key trait. Accountable. We want people to be responsible for what they do and understand that what they do matters. Lastly, mission-driven. This is something that I've seen throughout this company in my 30 years.

When something is going hard for a customer, whether it be a natural disaster or situation, we are always there for them. We will make sure that they get their drugs and that healthcare continues to happen in their local area or in their entire country, like we did in Puerto Rico during Hurricane Maria. As I wrap up here, I would say this, why, where, how, and what. We are clear on who we are, how we will get there, and we know we're essential to care. I'm incredibly excited about our future. I'm going to turn it back to Jack Adams, who's going to facilitate any Q&A.

Jack Adams
Senior Vice President, Associate General Counsel and Secretary, Cardinal Health

We now would be happy to take questions from shareholders. As noted in the guidelines distributed for this meeting, there's a limit of one question or comment up to two minutes per shareholder. When you are recognized, please stand and proceed to the microphone, introduce yourself, and state the number of shares you own. Please keep your questions and comments relevant to matters of concern to Cardinal Health shareholders generally. At this time, given that our first quarter fiscal 2020 earnings call is scheduled for tomorrow morning, we won't answer any questions relating to the company's performance for the quarter. In addition, if there is any matter which is of individual concern or which is not appropriate for general discussion, please see a member of our investor relations group after the meeting. If there are any questions, yes.

Karen Zulenko
Shareholder, International Brotherhood of Teamsters

Good morning. Thank you. I'm Karen Zulenko. I'm here representing the International Brotherhood of Teamsters, long-term shareholder of Cardinal Health, and a founding member of the Investors for Opioid Accountability Coalition, whose members' funds represent more than $4 trillion in invested assets. I didn't really expect to be back here this morning because Cardinal adopted the Teamsters shareholder proposal this year calling for transparency around executive pay practices, specifically around whether the company will exclude legal and regulatory settlement costs from the calculation of pay and bonuses. We appreciate that this year the company did not exclude opioid litigation settlement costs. We hope that they'll continue to make that decision in the coming years. We also appreciate the role, Jack, that you have played in keeping an open line of communication with us and the broader investor coalition. We think that's very important.

I am here today because we're deeply concerned with the company's decision to reappoint Director Losh to the company's board and to serve again as the chair of the company's very important audit committee. The same committee whose lax oversight of the company's opioid distribution and compliance practices not only helped fuel our country's most deadly and costly public health crisis, but opened the door to $hundreds of millions in regulatory settlements and some 2,500 lawsuits now facing the company, expected to lead to $billions as in multiples of the company's annual earnings, excuse me, to settle. This week, four state treasurers, the treasurers of Illinois, Rhode Island, Vermont, and Connecticut, states all hard hit by the opioid epidemic, announced their votes against Director Losh and urged other investors to do the same.

Knowing what we know now, that between 2006 and 2012, years spanning Director Losh's tenure on and leading Cardinal's Audit Committee, Cardinal sold more than 10 billion prescription opioids nationwide, more than a billion more than anyone else in your home state here of Ohio. We don't want to return to 2007, 2009 level oversight. We want new, rigorous oversight of Cardinal's legal and regulatory compliance. No matter the vote today, and I understand he's been reelected, I'd urge the board not to wait 2 years to refresh this position and to appoint new strong leadership to this critical committee. We may not agree on what went wrong previously, but I hope we can agree that we can do better and that we must do better in the future.

In the meantime, I would just ask, I would like to hear from Mr. Losh how he reflects on his past tenure and how that informs how he'll approach the job going forward. I'd recommend, since other shareholders couldn't be here today, perhaps a meeting, maybe there'd be a time where he could be available to meet with coalition members, including the state treasurers, to answer questions and hear our concerns.

Gregory B. Kenny
Chairman of the Board, Cardinal Health

Karen, let me start on behalf of Mike. One is, as you know, we have an ad hoc committee that is deeply engaged and that's led by Bruce Downey. The committee itself, Mike came in, we had a transition of some board members last year, brought deep experience from other boards and also knew Cardinal Health. From our view, he's also toward the latter part of his board eligibility, so we have a very strong group behind him. Akhil Johri, who is sitting here, who's just announced his retirement as CFO of United Technologies. We've just added a COO and a CEO, Colleen Arnold, who has very deep IT experience. I think we have a very deep and rich audit committee. We have a succession plan within that committee. I'm proud of who sits there.

I hear you and continue to engage as you know I have, and we have.

Karen Zulenko
Shareholder, International Brotherhood of Teamsters

Okay. Thank you. I appreciate that. We do appreciate many of the reforms the company has adopted, including the establishment of that committee, other governance reforms, and transparency. Investors have to have confidence also in the board and in especially the audit committee, given the past record. I think it would be important for investors to have the opportunity to meet with Mr. Losh.

Gregory B. Kenny
Chairman of the Board, Cardinal Health

Thank you.

Jack Adams
Senior Vice President, Associate General Counsel and Secretary, Cardinal Health

Are there any other questions? Hearing none, why don't we declare this meeting over? Thank you very much.