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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: March 31, 2006
Washington, D.C. 20549 Estimated average burden
hours per response 2.50
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FORM 12b-25 SEC FILE NUMBER
001-11373
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NOTIFICATION OF LATE FILING CUSIP NUMBER
14149Y 10 8
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(Check one): /X/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / / Form N-SAR / / Form N-CSR
For Period Ended: June 30, 2004
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Cardinal Health, Inc.
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Full Name of Registrant
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Former Name if Applicable
7000 Cardinal Place
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Address of Principal Executive Office (Street and Number)
Dublin, Ohio 43017
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) /X/
(a) The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
As previously reported, in October 2003, the Securities and Exchange
Commission (the "SEC") initiated an informal inquiry regarding Cardinal Health,
Inc. (the "Company"). The SEC's request sought historical financial and related
information including but not limited to the accounting treatment of certain
recoveries from vitamin manufacturers. The SEC's request sought a variety of
documentation, including the Company's accounting records for fiscal 2001
through fiscal 2003, as well as notes, memoranda, presentations, e-mail and
other correspondence, budgets, forecasts and estimates. In connection with the
SEC's informal inquiry, the Audit Committee of the Board of Directors of the
Company commenced its own internal review in April 2004, assisted by independent
counsel, which review has been ongoing. On May 6, 2004, the Company was notified
that the SEC had converted the informal inquiry into a formal investigation. On
June 21, 2004, as part of the SEC's formal investigation, the Company received
an additional SEC subpoena that included a request for the production of
documents relating to revenue classification, and the methods used for such
classification, in the Company's Pharmaceutical Distribution business as either
"Operating Revenues" or "Bulk Deliveries to Customer Warehouses and Other." In
addition, the Company learned that the U.S. Attorney for the Southern District
of New York had also commenced an inquiry with respect to the Company that the
Company understands relates to the revenue classification issue. The Company
continues to respond to the SEC investigation and the Audit Committee internal
review and provide all required information.
The Company's inability to file the Form 10-K within the prescribed time
period is because the Audit Committee's internal review is ongoing, and the
Audit Committee and the Company need additional time to complete the work
necessary to be ready to file the Form 10-K.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
J. Michael Losh (614) 757-5000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes /X/ No / /
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(3) Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? Yes /X/ No / /
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results cannot be made.
For an explanation of certain anticipated changes in results of operations, reference is made to the Company's
Current Report on Form 8-K, including the press release attached as Exhibit 99.01 thereto, filed with the SEC on
September 13, 2004.
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Cardinal Health, Inc.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date September 13, 2004 By: /s/ J. Michael Losh
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Name: J. Michael Losh
Title: Chief Financial Officer
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