-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R21fp30IwyU/4I5nmHN8ecI9AnS0tZydUL045F5CHNIRVlRKsbHyFjCNHJ2WFoQA TRGpNy09XbAAtIhXfRbRYQ== 0000721371-07-000105.txt : 20070817 0000721371-07-000105.hdr.sgml : 20070817 20070817165344 ACCESSION NUMBER: 0000721371-07-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070815 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL HEALTH INC CENTRAL INDEX KEY: 0000721371 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 310958666 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147573033 MAIL ADDRESS: STREET 1: 7000 CARDINAL PLACE CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: CARDINAL DISTRIBUTION INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALTER ROBERT D CENTRAL INDEX KEY: 0001209442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11373 FILM NUMBER: 071065694 BUSINESS ADDRESS: STREET 1: C/O AMERICAN EXPRESS CO STREET 2: 200 VESEY STREET MAIL STOP 01-50-01 CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10285 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-08-15 0000721371 CARDINAL HEALTH INC CAH 0001209442 WALTER ROBERT D 7000 CARDINAL PLACE DUBLIN OH 43017 1 1 0 0 Exec. Chairman of the Board Common Shares 2007-08-15 4 F 0 3034 67.69 D 693929 D Common Shares 2007-08-15 4 A 0 28100 A 722029 D Common Shares 3574 I By ESPP Common Shares 300527 I By GRAT IX Common Shares 402500 I By LLC Common Shares 413340 I By GRAT X Common Shares 255000 I By LLC II Common Shares 562445 I By GRAT XI Common Shares 271500 I By LLC III Common Shares 728215 I By GRAT XII Common Shares 500000 I By GRAT XIII Option (right to buy) 36.307 2001-03-02 2008-03-02 Common Shares 96402 1 D Option (right to buy) 43.14 2001-08-11 2008-08-11 Common Shares 135000 1 D Option (right to buy) 47.333 2002-03-01 2009-03-01 Common Shares 187500 1 D Option (right to buy) 31.167 2009-11-15 Common Shares 562500 1 D Option (right to buy) 66.083 2003-11-20 2010-11-20 Common Shares 272384 1 D Option (right to buy) 68.10 2006-01-15 2011-11-19 Common Shares 440529 1 D Option (right to buy) 67.90 2005-11-18 2012-11-18 Common Shares 486009 1 D Option (right to buy) 61.38 2006-11-17 2013-11-17 Common Shares 507086 1 D Option (right to buy) 44.15 2007-08-23 2014-08-23 Common Shares 562500 1 D Stock Appreciation Right 44.15 2007-08-23 2014-08-23 Common Shares 142483 1 D Stock Appreciation Right 31.167 2005-08-03 Common Shares 862500 312500 D Option (right to buy) 58.88 2012-09-02 Common Shares 379759 1 D Option (right to buy) 66.34 2013-08-15 Common Shares 198762 1 D Option (right to buy) 67.26 2007-08-15 4 A 0 1 A 2014-08-15 Common Shares 187826 1 D Represents withholding of shares to satisfy tax withholding obligations of reporting person in connection with the vesting of 9,496 restricted share units. Reflects closing price on prior business day. Restricted share unit award granted without payment by grantee. 425 of these shares were previously reported as indirectly beneficially owned through LLC and were subsequently transferred to direct beneficial ownership on 8/15/2007; 270 of these shares were previously reported as indirectly beneficially owned through LLC II and were subsequently trnsferred to direct beneficial ownership on 8/15/2007; 285 of these shares were previously reported as indirectly benefically owned through LLC III and were subsequently transferred to direct beneficial ownership on 8/15/2007. 18,275 of these shares were previously reported as indirectly beneficially owned through LLC and were subsequently transferred to indirect beneficial ownership through GRAT IX on 8/15/2007. The reporting person holds the controlling interest in, and is the sole manager of, the LLC. 23,800 of these shares were previously reported as indirectly benefically owned through LLC and were subsequently transferred to indirect beneficial ownership through GRAT X on 8/15/2007. 26,730 of these shares were previously reported as indirectly beneficially owned through LLC II and were subsequently transferred to indirect beneficial ownership through GRAT XI on 8/15/2007. 28,215 of these shares were previously reported as indirectly beneficially owned through LLC III and were subsequently transferred to indirect beneficial ownership through GRAT XII on 8/15/2007. These 500,000 shares were transferred from direct beneficial ownership and contributed to a new grantor retained entity trust (GRAT XIII), of which the reporting person is the grantor and trustee, on 8/10/2007. Stock option granted pursuant to the Cardinal Health, Inc. Equity Incentive Plan. Stock option granted pursuant to the reporting person's then-applicable Employment Agreement with Cardinal Health. The Company and the reporting person are parties to an Employment Agreement originally dated November 20, 2001, and amended and restated on February 1, 2004 and April 17, 2006, and further amended on August 2, 2006 (the "Employment Agreement"). Deferred Payment Stock Appreciation Right granted in partial fulfillment of the Company's obligations to the reporting person pursuant to the Employment Agreement. Deferred Payment Stock Appreciation Right granted to compensate the reporting person for the portion of the option to purchase 1,425,000 common shares originally granted to the reporting person on November 15, 1999 (the "November 1999 Option"), which portion has subsequently been determined to be null and void. Stock option granted pursuant to the Cardinal Health, Inc. 2005 Long-Term Incentive Plan, as amended. Stock option vested in three equal annual installments beginning on 11/15/00. Stock option vests in four equal annual installments beginning on 9/2/2006. Stock option vests in four equal annual installments beginning on 8/15/2007. Expires on the earlier of (x) November 15, 2009 (the expiration date of the November 1999 Option) or (y) six months after the reporting person's termination of employment. Stock option vests in three equal annual installments beginning on 8/15/2008. Stock option granted without payment by grantee. Aneezal H. Mohamed, Attorney-in-fact 2007-08-17 EX-24 2 attach_1.htm ROBERT D. WALTER - POWER OF ATTORNEY
ROBERT D. WALTER

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS

Know all by these present, that the undersigned hereby makes, constitutes

and appoints each of Paul S. Williams, Amy H. Hunsaker and Aneezal Mohamed

each acting individually, as the undersigned's true and lawful attorney-

in-fact, with full power and authority as hereinafter described on behalf

of and in the name, place and stead of the undersigned to: (1) prepare,

execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any

amendments thereto) with respect to the securities of Cardinal Health,

Inc., an Ohio corporation (the "Company"), with the United States

Securities and Exchange Commission, any national securities exchanges and

the Company, as considered necessary or advisable under Section 16(a) of

the Securities Exchange Act of 1934 and the rules and regulations

promulgated thereunder, as amended from time to time (the "Exchange

Act"); (2) seek or obtain, as the undersigned's representative and on the

undersigned's behalf, information on transactions in the Company's

securities from any third party, including brokers, employee benefit plan

administrators and trustees, and the undersigned hereby authorizes any

such person to release any such information to the undersigned and

approves and ratifies any such release of information; and (3) perform

any and all other acts which in the discretion of such attorney-in-fact

are necessary or desirable for and on behalf of the undersigned in

connection with the foregoing. The undersigned acknowledges that: (1)

this Power of Attorney authorizes, but does not require, each such

attorney-in-fact to act in their discretion on information provided to

such attorney-in-fact without independent verification of such

information; (2) any documents prepared and/or executed by either such

attorney-in-fact on behalf of the undersigned pursuant to this Power of

Attorney will be in such form and will contain such information and

disclosure as such attorney-in-fact, in his or her discretion, deems

necessary or desirable; (3) neither the Company nor either of such

attorneys-in-fact assumes (i) any liability for the undersigned's

responsibility to comply with the requirement of the Exchange Act, (ii)

any liability of the undersigned for any failure to comply with such

requirements or (iii) any obligation or liability of the undersigned for

profit disgorgement under Section 16(b) of the Exchange Act; and (4) this

Power of Attorney does not relieve the undersigned from responsibility

for compliance with the undersigned's obligations under the Exchange Act,

including without limitation the reporting requirements under Section 16

of the Exchange Act. The undersigned hereby gives and grants each of the

foregoing attorneys-in-fact full power and authority to do and perform

all and every act and thing whatsoever requisite, necessary or

appropriate to be done in and about the foregoing matters as fully to all

intents and purposes as the undersigned might or could do if present,

hereby ratifying all that each such attorney-in-fact of, for and on

behalf of the undersigned, shall lawfully do or cause to be done by

virtue of this Limited Power of Attorney. This Power of Attorney shall

remain in full force and effect until revoked by the undersigned in a

signed writing delivered to each such attorney-in-fact. IN WITNESS

WHEREOF, the undersigned has caused this Power of Attorney to be executed

this 15th day of October, 2002.

/s/ Robert D. Walter

Signature

Robert D. Walter

Print Name

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