<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended March 31, 1994
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Commission File Number 0-12591
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Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
----------------------------------------------------------------
(Full Title of Plan)
Cardinal Health, Inc.
655 Metro PLace South (Suite 925)
Dublin, Ohio 43017
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(Name of Issuer of the Securities Held by the Plan and
Address of Principal Executive Office)
<PAGE> 2
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<TABLE>
TABLE OF CONTENTS
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PAGE
<S> <C>
SIGNATURES 2
INDEPENDENT AUDITORS' REPORT 3-4
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of March 31, 1994 and 1993 5-6
Statement of Changes in Net Assets Available for Benefits for the Year
Ended March 31, 1994 7
Notes to Financial Statements 8-9
SUPPLEMENTAL SCHEDULES AS OF MARCH 31, 1994 AND FOR THE
YEAR THEN ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable Transactions 11
EXHIBITS:
Exhibit 23 - Independent Auditors' Consent 12
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Plan Committee have duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
CARDINAL HEALTH, INC.
PROFIT SHARING AND
RETIREMENT SAVINGS PLAN
Date: September 20, 1994 By: /s/David Bearman
----------------------------------
David Bearman, Plan Committee Member
Date: September 20, 1994 By: /s/George H. Bennett, Jr.
----------------------------------
George H. Bennett, Jr., Plan Committee Member
Date: September 20, 1994 By: /s/Carole W. Tomko
----------------------------------
Carole W. Tomko, Plan Committee Member
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of
Cardinal Health, Inc.
Profit Sharing and Retirement
Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Cardinal Health, Inc. Profit Sharing and Retirement Savings
Plan (formerly the Cardinal Distribution, Inc. Profit Sharing and Retirement
Savings Plan) as of March 31, 1994 and 1993, and the related statement of
changes in net assets available for benefits for the year ended March 31, 1994.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan as of March 31, 1994 and 1993, and
the changes in net assets available for benefits for the year ended March 31,
1994 in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial statements.
The supplemental schedules listed in the Table of Contents are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
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<PAGE> 5
Depatment of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This supplemental
information and the supplemental schedules are the responsibility of the Plan's
management. Such supplemental information by fund and schedules have been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
DELOITTE & TOUCHE LLP
Columbus, Ohio
September 20, 1994
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<TABLE>
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF MARCH 31, 1994
- - - - --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------------
ASSET ASSET
SHORT-TERM ASSET MANAGER MANAGER
EQUITY EQUITY INVESTMENT MANAGER GROWTH INCOME
FUND A FUND B FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Contribution receivable, primarily from Plan $ 455,379 $ 683,451 $ 412,977 $ 37,810 $ 70,555 $ 18,579
sponsor
Investments (Notes 1 and 3):
Mutual funds 5,851,790 8,665,107 7,471,786 381,749 454,739 330,627
Equity securities
---------- ---------- ---------- -------- -------- --------
Total investments 5,851,790 8,665,107 7,471,786 381,749 454,739 330,627
---------- ---------- ---------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $6,307,169 $9,348,558 $7,884,763 $419,559 $525,294 $349,206
========== ========== ========== ======== ======== ========
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF MARCH 31, 1994
- - - - ----------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------
MANAGED
INCOME
PORTFOLIO COMPANY COMBINED
FUND STOCK FUNDS
<S> <C> <C> <C>
ASSETS:
Contribution receivable, primarily from Plan $ 33,043 $ 310,182 $ 2,021,976
sponsor
Investments (Notes 1 and 3):
Mutual funds 497,764 23,653,562
Equity securities 2,457,544 2,457,544
-------- ---------- -----------
Total investments 497,764 2,457,544 26,111,106
-------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $530,807 $2,767,726 $28,133,082
======== ========== ===========
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 7
<TABLE>
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF MARCH 31, 1993
- - - - -----------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------
SHORT-TERM
EQUITY EQUITY FIXED INVESTMENT
FUND A FUND B INCOME FUND FUND
<S> <C> <C> <C> <C>
ASSETS:
Contributions receivable, primarily from Plan
sponsor $ 420,346 $ 625,697 $ 478,584
Other receivable 387
Investment income receivable 5 27 $ 2,802 41,565
Interfund receivable (payable) 185,329 109,400 (45,772) (460,093)
Investments (Notes 1 and 3):
Cash equivalents 4 84,707 13,309
Mutual funds 4,448,034 6,748,144 344,430 8,816,761
Equity securities
---------- ---------- -------- ----------
Total investments 4,448,038 6,748,144 429,137 8,830,070
---------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,053,718 $7,483,268 $386,167 $8,890,513
========== ========== ======== ==========
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF MARCH 31, 1993
- - - - ------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------
DISTRIBUTION COMPANY COMBINED
FUND STOCK FUNDS
<S> <C> <C> <C>
ASSETS:
Contributions receivable, primarily from Plan
sponsor $ 303,674 $ 1,828,301
Other receivable $ 19,678 20,065
Investment income receivable 210 1,294 45,903
Interfund receivable (payable) 320,690 (109,554)
Investments (Notes 1 and 3):
Cash equivalents 38,950 49 137,019
Mutual funds 20,357,369
Equity securities 1,518,618 1,518,618
-------- ---------- -----------
Total investments 38,950 1,518,667 22,013,006
-------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $379,528 $1,714,081 $23,907,275
======== ========== ===========
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 8
<TABLE>
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR THE YEAR ENDED MARCH 31, 1994
<CAPTION>
- - - - ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------------------------
FIXED SHORT-TERM ASSET
EQUITY EQUITY INCOME INVESTMENT DISTRIBUTION MANAGER
FUND A FUND B FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
INCREASES IN NET ASSETS:
Contributions transferred from previous
qualified plans (Note 2) $ 36,773 $ 54,398 $ 2,500
Contributions from Plan sponsor 787,049 569,945 318,569 $ 43,525
Contributions from Plan participants 459,989 660,395 336,324 18,331
Interest income:
Dividends 704,234 791,261 9,484
Interest 537 150 $ 343 243,204 $ 5,162
Net appreciation (depreciation) in fair
value of investments (156,796) 136,055 (17,967)
--------- --------- --------- --------- --------- --------
Total increases 1,831,786 2,212,204 343 900,597 5,162 53,373
--------- --------- --------- --------- --------- --------
DECREASES IN NET ASSETS:
Retirement benefits (279,760) (292,865) (923,412) (1,218,153)
Miscellaneous - other (16) (108) (164) (16) 114
Interfund transfers (298,559) (53,941) (386,346) (982,919) 833,349 366,186
--------- --------- --------- --------- --------- --------
Total (decreases) increases (578,335) (346,914) (386,510) (1,906,347) (384,690) 366,186
--------- --------- --------- --------- --------- --------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 1,253,451 1,865,290 (386,167) (1,005,750) (379,528) 419,559
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 5,053,718 7,483,268 386,167 8,890,513 379,528
--------- --------- --------- --------- --------- --------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $6,307,169 $9,348,558 $7,884,763 $419,559
========= ========= ========= ========= ========= ========
- - - - ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION BY FUND
-------------------------------------------------------------------
ASSET ASSET MANAGED
MANAGER MANAGER INCOME
GROWTH INCOME PORTFOLIO COMPANY COMBINED
FUND FUND FUND STOCK FUNDS
<S> <C> <C> <C> <C> <C>
INCREASES IN NET ASSETS:
Contributions transferred from previous
qualified plans (Note 2) $ 51,148 $ 86,674 $ 25,998 $ 8,128 $ 265,619
Contributions from Plan sponsor 78,141 21,112 9,272 596,046 2,423,659
Contributions from Plan participants 31,504 8,463 10,505 265,569 1,791,080
Interest income:
Dividends 13,162 3,907 4,302 1,526,350
Interest 8,535 549 258,480
Net appreciation (depreciation) in
fair value of investments (17,524) (8,926) 898,165 833,007
--------- --------- --------- ---------- -----------
Total increases 156,431 111,230 54,310 1,772,759 7,098,195
--------- --------- --------- ---------- -----------
DECREASES IN NET ASSETS:
Retirement benefits (3,183) (13,315) (141,510) (2,872,198)
Miscellaneous - other (190)
Interfund transfers 372,046 237,976 489,812 (577,604) 0
--------- --------- --------- ---------- -----------
Total (decreases) increases 368,863 237,976 476,497 (719,114) (2,872,388)
--------- --------- --------- ---------- -----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 525,294 349,206 530,807 1,053,645 4,225,807
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 1,714,081 23,907,275
--------- --------- --------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $525,294 $349,206 $530,807 $2,767,726 $28,133,082
========= ========= ========= ========== ===========
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 9
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1994 AND 1993
1. ACCOUNTING POLICIES
The accompanying financial statements have been prepared on the
accrual basis. Purchases and sales of securities are recorded on the
trade date. Interest income is recorded as earned and dividend income
is recorded on the ex-dividend date.
The statements of net assets available for benefits include
investments valued as follows: cash equivalents - at cost which
approximates market; and mutual funds and equity securities - at quoted
market prices on the last business day of the plan year.
2. DESCRIPTION OF PLAN
Substantially all employees of Cardinal Health, Inc. (formerly
Cardinal Distribution, Inc.) and its subsidiaries (collectively referred
to as the employer, Plan sponsor or Company) not covered by a collective
bargaining agreement and who have completed 1,000 or more hours of
credited service are eligible to participate in the Plan. The Plan was
adopted on March 25, 1987, and replaced a variety of non-collectively
bargained retirement plans the Company previously maintained at the
subsidiary level. Contributions transferred from or receivable from
previous qualified plans are comprised of transfer contributions of new
employees from other previously unrelated qualified plans.
Prior to October 1, 1993, under the Plan, employees were permitted to
make "Participant Elected Contributions" to their plan account by way of
authorized payroll deductions under Section 401(k) of the Internal
Revenue Code of 1986 up to the lesser of 10% of their credited
compensation or the maximum amount allowable under Internal Revenue
Service guidelines in any calendar year. Participant Elected
Contributions, up to 3% of credited compensation, were matched by the
Company ("Company Matching Contributions") in an amount equal to 50% of
the Participant Elected Contributions. Effective October 1, 1993, the
Plan was amended to allow employees to authorize payroll deductions up
to the lesser of 15% of their credited compensation or the maximum
allowed under the IRS guidelines. In addition, Company Matching
Contributions are now 75% of the Participant Elected Contributions up to
3% of credited compensation. The Company also makes profit sharing
contributions ("Profit Sharing Contributions") to the Plan on behalf of
each eligible employee who completes at least 1,000 hours of service and
was an eligible employee on the last day of the plan year. The
Company's Profit Sharing Contributions each plan year consist of: (a)
automatic contributions equal to 3% of total credited compensation for
all eligible participants; and (b) additional contributions, if any,
determined at the sole discretion of the Company, which are allocated to
participants based first upon their credited compensation in excess of
the Social Security taxable wage base (up to 6.06% of such excess) and
next, pro rata, based upon total credited compensation. The investment
of such contributions is generally directed by the employee into one or
more of seven investment mutual funds or the Company's common stock fund
established under the Plan.
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<PAGE> 10
All participants in the Plan who were employed by the Company on its
commencement date are fully vested in all plan benefits which accrue to
their account. Subsequently hired participants have a nonforfeitable
right to accrued benefits pertaining to Participant Elected
Contributions and transfer contributions at all times, and a
nonforfeitable right to accrued benefits from Company Matching
Contributions and Profit Sharing Contributions in the event of
retirement or other termination of employment: (a) on or after the
participant's 65th birthday; (b) on account of permanent disability; (c)
by reason of death; or (d) after completion of 5 years of service. A
newly hired participant whose employment terminates under other
circumstances will have a nonforfeitable right to a portion of the
accrued benefits from Company Matching Contributions and Profit Sharing
Contributions determined under a 5-year schedule, based on years of
service. All other unvested accrued benefits will be forfeited and used
to reduce Company contributions. All administrative expenses are paid
by the Plan sponsor.
As of March 31, 1994 and 1993, benefits payable to terminated
employees were $68,587 and $379,528, respectively. These amounts are
included on line 31g of the Plan's Form 5500.
Although it has not expressed any intent to do so, the Company
reserves the right to terminate the Plan. In this event, the accounts
of all participants and beneficiaries would become fully vested and all
benefits nonforfeitable.
In June 1987, the Plan was approved as a qualified defined
contribution plan by the Internal Revenue Service. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, the administrator believes that the Plan was
qualified and was tax-exempt as of the financial statement date.
For further information, participants should refer to the Summary Plan
Description provided by the Plan sponsor.
3. PLAN INVESTMENTS
Investments of more than five percent of net assets at March 31, 1994
and 1993 consisted of:
<TABLE>
<CAPTION>
1994 1993
----------------------------------------------------------
Market Market
Value Cost Value Cost
<S> <C> <C> <C> <C>
Equity Securities - Cardinal
Health, Inc. Common Shares $2,457,544 $1,716,328 $1,518,618 $1,590,370
Mutual Funds:
Fidelity Puritan Fund 5,851,790 5,650,116 4,448,034 3,898,180
Fidelity Magellan Fund 8,665,107 8,110,631 6,748,144 6,060,733
Fidelity Retirement Government
Money Market Portfolio 7,471,786 7,471,786 8,816,761 8,816,761
* * * * * *
</TABLE>
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<PAGE> 11
<TABLE>
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
SUPPLEMENTAL SCHEDULE - ITEM 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AS OF MARCH 31, 1994
- - - - -------------------------------------------------------------------------------------
UNITS/ MARKET
SHARES DESCRIPTION VALUE COST
<S> <C> <C> <C>
Mutual Funds:
377,048 Fidelity Puritan Fund $5,851,790 $5,650,116
124,284 Fidelity Magellan Fund 8,665,107 8,110,631
7,471,786 Fidelity Retirement Government
Money Market Portfolio 7,471,786 7,471,786
26,273 Fidelity Asset Manager Fund 381,749 399,717
33,363 Fidelity Asset Manager Growth Fund 454,739 472,044
30,699 Fidelity Asset Manager Income Fund 330,627 339,492
497,764 Fidelity Managed Income Portfolio Fund 497,764 497,764
----------- -----------
Total Mutual Funds 23,653,562 22,941,550
54,012 Equity Securities - Cardinal Health, Inc. 2,457,544 1,716,328
----------- -----------
TOTAL $26,111,106 $24,657,878
=========== ===========
</TABLE>
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<PAGE> 12
<TABLE>
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN
SUPPLEMENTAL SCHEDULE - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED MARCH 31, 1994
- - - - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NET
COST OF ASSET GAIN
PURCHASES (1) PROCEEDS (1) AT DATE OF SALE (LOSS)
------------- ------------ --------------- ------
<S> <C> <C> <C> <C>
SERIES OF REPORTABLE TRANSACTIONS (2):
Fidelity Puritan Fund $2,792,091 $1,231,539 $1,168,482 $ 63,057
Fidelity Magellan Fund 2,890,556 1,109,648 1,020,158 89,490
Fidelity Retirement Government Money
Market Portfolio 1,814,718 3,159,693 3,159,693
Common Stock Fund 870,281 829,520 724,379 105,141
Master Reserve Trust - Bank One Single Investor
Money Market Portfolio 6,068,096 6,205,115 6,205,115
SINGLE REPORTABLE TRANSACTIONS:
Fidelity Puritan Fund 4,923,308 4,923,308 4,794,981 128,327
Fidelity Magellan Fund 7,241,951 7,241,951 7,062,451 179,500
Fidelity Retirement Government Money
Market Portfolio 9,136,651 9,136,651 9,136,651
Common Stock Fund 1,754,341 1,754,341 1,774,285 (19,944)
<FN>
(1) Purchase price and selling price are equal
to current value at date of transaction.
(2) Excluding single reportable transactions.
</TABLE>
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<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-42357 of Cardinal Health, Inc. on Form S-8 of our report dated September 20,
1994, appearing in this Annual Report on Form 11-K of the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan for the year ended March 31, 1994.
DELOITTE & TOUCHE LLP
Columbus, Ohio
September 23, 1994
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