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EX-99.2 - SLIDE PRESENTATION - CAREFUSION Corpd343049dex992.htm
EX-99.1 - NEWS RELEASE - CAREFUSION Corpd343049dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 3, 2012

 

 

CareFusion Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

001-34273   26-4123274

(Commission

File Number)

 

(IRS Employer

Identification Number)

3750 Torrey View Court, San Diego, California 92130

(Address of Principal Executive Offices, Including Zip Code)

(858) 617-2000

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition

On May 3, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and nine months ended March 31, 2012. A copy of the News Release is furnished as Exhibit 99.1 to this report.

 

Item 7.01 Regulation FD Disclosure

During a conference call scheduled to be held at 2:00 p.m. PDT on May 3, 2012, the Company will discuss its results for the quarter and nine months ended March 31, 2012. The slide presentation for the conference call is furnished as Exhibit 99.2 to this report.

In the News Release and slide presentation, the Company presents non-GAAP financial measures that exclude certain amounts, including, “adjusted SG&A expenses”, “adjusted operating expenses”, “adjusted operating income”, “adjusted income from continuing operations”, “adjusted diluted earnings per share from continuing operations”, “adjusted effective tax rate”, and “adjusted segment profit”. Definitions of these non-GAAP financial measures, including reconciliations to the most comparable GAAP financial measures, are contained in the News Release and the slide presentation. The Company’s management uses these non-GAAP financial measures to evaluate the Company’s performance and provides them to investors as a supplement to the Company’s reported results, as they believe this information provides additional insight into the Company’s operating performance by disregarding certain non-recurring items. These non-GAAP financial measures should not be considered in isolation, as a substitute for, or as superior to, financial measures calculated in accordance with GAAP, and the Company’s financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

  

Description of Exhibit

99.1    News release issued by CareFusion Corporation on May 3, 2012 announcing third quarter results*
99.2    Slide presentation*

 

* Furnished herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CareFusion Corporation
    (Registrant)

Date: May 3, 2012

    By:   /s/    JOAN STAFSLIEN        
      Name:   Joan Stafslien
      Title:   Executive Vice President, Chief Compliance
Officer, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

99.1    News release issued by CareFusion Corporation on May 3, 2012 announcing third quarter results*
99.2    Slide presentation*

 

* Furnished herewith.