Notes to Financial Statements
December 31, 2017
and
2016
1. Description of Plan
General
The Cardinal Health 401(k) Savings Plan (the “Plan”) is a defined contribution plan, covering substantially all U.S. employees of Cardinal Health, Inc. (the “Company”) and certain of its subsidiaries. Employees who are covered by a collective bargaining agreement are not eligible to participate, unless the agreement provides for participation, and employees who are covered by the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico are not eligible to participate. Eligible employees participate upon their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
The Cardinal Health Stable Value Fund (the “Stable Value Master Trust”) was established for the Plan and certain other plans of the Company. See Note 3 for more information regarding the Stable Value Master Trust.
Effective January 1, 2016, the Plan was amended and restated in compliance with the Internal Revenue Code of 1986, as amended (the “Code”).
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
Administration
The Company is the Plan administrator, and the Company’s Financial Benefit Plans Committee (the “Committee”) is responsible for the general operation and administration of the Plan.
Wells Fargo Bank, N.A. (“Wells Fargo”) serves as the Plan trustee, record keeper, and asset custodian.
Contributions
Contributions that may be made to the Plan include participant elective contributions, rollover contributions, and Company matching, discretionary employer, and discretionary special contributions.
Participants may elect to contribute up to 50% of their eligible compensation (subject to certain limitations), as defined by the Plan. Participants who have or will attain at least age 50 by the end of the Plan year may elect to contribute up to an additional
$6,000
in
2017
and
2016
as a catch-up contribution. Participant contributions may be contributed on a pre-tax basis or as “Roth” contributions or as a combination of the two, subject to applicable limitations. Rollover contributions may also include Roth rollovers.
Matching contributions sufficient to meet the safe harbor requirements under the Code were made to each eligible participant. Specifically, the Company matched 100% of the first 3% of participant elective contributions, and 50% of the next 2% of elective contributions. Matching contributions are allocated on an aggregate basis to both pre-tax and Roth elective contributions, subject to the matching limitations in the preceding sentence.
Discretionary employer contributions are allocated to participants based generally on their proportionate share of total eligible compensation and eligible compensation above the Social Security taxable wage base amount for the year of allocation.
The Plan’s discretionary employer contribution is known as the Company Performance Contribution (“CPC”), and is contingent upon the Company’s financial performance. To be eligible for the CPC, participants generally must be employed on the last day of the Company’s fiscal year, June 30. If financial performance goals are met, the CPC is calculated on eligible compensation earned during the Company’s fiscal year and contributed in a lump sum to participant accounts. The CPC is recognized by the Plan in the year the contribution is made to the Plan. For the Company’s fiscal years ended June 30,
2017
and
2016
, the CPC was
$0
and
$36,192,887
, respectively, and the 2016 CPC was deposited into participants accounts in
August 2016
.
The discretionary special contributions, if any, are allocated to the participants in the eligible group ratably based on their proportionate share of the total eligible compensation in that group. No discretionary special contributions were made for the Plan for the years ended December 31,
2017
and
2016
.
Participants direct the investment of their contributions into various investment options offered by the Plan. The Company’s matching, discretionary employer and discretionary special contributions, if any, are also invested as directed by participants.
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Notes to Financial Statements
|
1. Description of Plan (continued)
Participant Accounts
Each participant’s account is credited with the participant’s elective contributions, any rollover contributions made by the participant, and allocations of the Company’s contributions and Plan earnings. A participant is entitled to the benefit provided from the participant’s vested account balance.
Vesting
Participants are 100% vested immediately in their elective deferral, rollover, and Company matching contributions, plus actual earnings thereon. A participant is 100% vested in the Company’s discretionary employer and discretionary special contributions after three years of vesting service, or if the participant dies, becomes totally disabled, or reaches retirement age, as defined by the Plan document, while employed by the Company. The Plan provides for the partial vesting of the Company contributions to non-highly compensated participants with more than one year, but less than three years of vesting service, who were terminated as part of a designated reduction in workforce, as defined in the Plan document.
Forfeitures
Non-vested account balances are generally forfeited either upon full distribution of vested balances or completion of five consecutive one-year breaks in service, as defined by the Plan document. Forfeitures are first used to reduce Company contributions to the Plan and then to pay reasonable expenses of the Plan, pursuant to guidelines determined by the Committee.
Forfeitures used to reduce Company contributions and pay reasonable expenses were
$1,460,079
and
$9,773,070
during
2017
and
2016
, respectively. At
December 31, 2017
and
2016
, forfeited non-vested accounts were
$78,061
and
$0
, respectively.
Administrative Expenses
Administrative expenses are paid by the Company or from the assets of the Plan. General expenses paid from the Plan’s assets are allocated among participant accounts to the extent not paid from forfeitures, except for fees for loans, withdrawals, and Qualified Domestic Relations Orders which are paid from the account of the participant incurring the expense.
For the year ended December 31, 2017, revenue sharing and sub-transfer agent fee income received by the Plan was credited to the accounts of participants who held revenue sharing and sub-transfer income investments. During
2017
, participants earned $348,016 in revenue and sub-transfer agent fee income.
Prior to January 1, 2017, revenue sharing and sub-transfer agent fee income received by the Plan was credited to an administrative account and were used to reduce administrative expenses. During
2016
, the Plan earned
$1,711,463
in revenue sharing and sub-transfer agent fee income.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, less the highest outstanding loan balance during the prior 12 months or 50% of their vested account balance. Loan terms primarily range from 1 to 5 years or up to 15 years for the purchase of a primary residence. Participant loans are secured by 50% of the vested balance in the participant’s account as of the date of the loan and bear interest at a reasonable rate, as established by the Committee, currently Prime plus 1%, which is set for the life of the loan. Interest rates for new loans are subject to change on a monthly basis. Loan repayments, including interest and applicable loan fees, are generally repaid through payroll deductions.
Payment of Benefits
Upon termination of employment, death, retirement or total disability, distributions are generally made in the form of a lump-sum payment or installments. In addition, the Plan includes a provision for participants to make withdrawals from their rollover contributions account at any time, elective contributions account under certain hardship circumstances, or their account after attaining age 59 1/2, as defined in the Plan document. Required qualified joint and survivor annuity payment options are preserved for the portion of participant accounts transferred to the Plan from a money purchase pension plan, if any.
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Notes to Financial Statements
|
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes and supplemental schedules. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncement
In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting. The ASU requires a plan’s interest in each master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The ASU also removes the requirement to disclose the percentage interest in the master trust for plans with divided interests and requires that all plans disclose the dollar amount of their interest in each of the general types of investments, which supplements the existing requirement to disclose the master trust’s balances in each general type of investments. Finally, the ASU requires all plans to disclose (1) their master trust’s other asset and liability balances and (2) the dollar amount of the plan’s interest in each of those balances. The ASU is effective for fiscal years beginning after December 15, 2018, with retrospective application to all periods presented. Early adoption is permitted. Management is currently evaluating the impact of the adoption to the Plan’s financial statements and the timing of adoption.
Investment Valuation and Income Recognition
Certain Plan investments are in the Stable Value Master Trust, while others are held in custody by Wells Fargo. Plan investments, except for fully benefit-responsive investment contracts (see Note 3), are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis using fair market value, except for those investments in investment contracts that are transacted at contract value. Dividends are recorded on the ex-dividend date. Interest is recorded on the accrual basis. Net appreciation includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance, plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make loan repayments and the Plan sponsor deems the participant loan to be a distribution, the participant loan balance is retained as a defaulted loan amount until a distributable event occurs, at which time the loan amount is offset from the value of the account.
Payment of Benefits
Benefit payments are recorded when paid.
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Notes to Financial Statements
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3. Assets Held in the Stable Value Master Trust
Certain of the Plan’s investments are held in the Stable Value Master Trust, which was established for the investment of assets of the Plan and other Company-sponsored retirement plans. Each participating plan’s interest in the investment funds (i.e., separate accounts) of the Stable Value Master Trust is based on account balances of the participants and their elected investment funds. The Stable Value Master Trust’s assets are allocated among the participating plans by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the Stable Value Master Trust. The Plan’s interest in the Stable Value Master Trust’s net investment income (loss) presented in the Statements of Changes in Net Assets Available for Benefits consists of the unrealized and realized gains (losses) and the earnings on those investments.
The Stable Value Master Trust holds synthetic investment contracts which meet the fully benefit-responsive investment contract criteria and therefore are reported at contract value. Contract value is the relevant measure for fully benefit-responsive investment contracts, because this is the amount received by participants if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses.
The Plan owns the underlying investments of the synthetic investment contracts. A synthetic investment contract includes a wrapper contract, which is an agreement for the wrap issuer, such as a bank or insurance company, to make payments to the Plan in certain circumstances. The wrapper contract typically includes certain conditions and limitations on the underlying assets owned by the Plan. Synthetic investment contracts are designed to accrue interest based on crediting rates established by the contract issuers.
The synthetic investment contracts held by the Plan include wrapper contracts which provide a guarantee that the credit rate will not fall below 0%. Cash flow volatility (e.g., timing of benefit payments), as well as asset underperformance, can be passed through to the Plan through adjustments to future contract crediting rates. Formulas are provided in the contracts that adjust renewal crediting rates to recognize the difference between fair value and the book value of the underlying assets. Crediting rates are reviewed quarterly for resetting.
The Plan’s ability to receive amounts due in accordance with fully benefit-responsive investment contracts is dependent on the third-party issuers’ ability to meet their financial obligations. The issuers’ ability to meet their contractual obligations may be affected by future economic and regulatory developments.
Certain events might limit the ability of the Plan to transact at contract value with the contract issuers. These events may be different under each contract. Examples of such events include the following:
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•
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Plan disqualification under the Code;
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•
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Establishment of a defined contribution plan by the Company that competes for participant contributions;
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•
|
Material amendments to the Plan or administration as to investment options, transfer procedures, or withdrawals;
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•
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Company’s inducement to participants to withdraw or transfer funds from the contract;
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•
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Termination or partial termination of the Plan;
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•
|
Group termination, layoff, early retirement incentive program, or other downsizing by the Company;
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•
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Merger or consolidation of the Plan with another plan or spin-off of any portion of the Plan’s assets to another Plan; and
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•
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Any changes in law, regulation, ruling, or administrative or judicial position that, in the issuer’s reasonable determination, could result in substantial disbursements from the contract.
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No events are probable of occurring that might limit the ability of the Plan to transact at contract value with the contract issuers and that also would limit the ability of the Plan to transact at contract value with the participants.
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Notes to Financial Statements
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3. Assets Held in the Stable Value Master Trust (continued)
In addition, certain events allow the issuers to terminate the contracts with the Plan and settle at an amount different from contract value. Those events may be different under each contract. Examples of such events include the following:
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•
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The investment manager or trustee breaches any of its material obligations under the agreement;
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•
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Any representation of the investment manager is or becomes untrue in any material respect;
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•
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The investment manager with respect to the contract is terminated, unless a qualified professional manager is duly appointed and is agreed to by the issuer;
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•
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The issuer determines that the execution, delivery, or performance of the contract constitutes or will constitute a prohibited transaction;
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•
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Failure to pay amounts due to the issuer; and
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•
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Termination of the Plan, or disqualification of the trust.
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Each investment contract is subject to early termination penalties that may be significant. There are no reserves against contract value for credit risk of the contract issuers or other matters.
The Stable Value Master Trust also holds a stable value common collective trust that is composed primarily of fully benefit-responsive investment contracts and is valued at the net asset value of units of the collective trust. The common collective trust is designed to deliver safety and stability by preserving principal and accumulate earnings. The net asset value is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require a one-year notice in order to ensure that securities liquidations will be carried out in an orderly business manner. The Plan has no contractual obligations to further invest in the fund.
The assets held in the Stable Value Master Trust were as follows:
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December 31
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2017
|
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2016
|
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|
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Fully benefit-responsive synthetic investment contracts - at contract value
|
$
|
296,177,160
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$
|
299,994,937
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Common collective trusts - at fair value
|
21,212,378
|
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|
27,503,231
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Cash and pending activity
|
(498,499
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)
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|
(191,039
|
)
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Total net assets in Master Trust
|
$
|
316,891,039
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|
$
|
327,307,129
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Plan's ownership percentage in:
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Master Trust
|
99
|
%
|
|
99
|
%
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Each investment held of the Master Trust:
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Fully benefit-responsive synthetic investment contracts
|
99
|
%
|
|
99
|
%
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Common collective trusts
|
99
|
%
|
|
99
|
%
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Other
|
99
|
%
|
|
99
|
%
|
The investment income of the Stable Value Master Trust was as follows for the years ended December 31:
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2017
|
|
2016
|
|
Dividend and interest income
|
$
|
6,421,013
|
|
|
$
|
6,100,726
|
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|
Net appreciation in the fair value of investments
|
256,955
|
|
|
550,744
|
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|
Total investment income
|
$
|
6,677,968
|
|
|
$
|
6,651,470
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Plan's investment income percentage
|
99
|
%
|
|
99
|
%
|
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Notes to Financial Statements
|
4. Fair Value Measurements
ASC 820,
Fair Value Measurement
, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described as follows:
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Level 1:
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
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Level 2:
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Inputs to the valuation methodology include:
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•
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quoted prices for similar assets or liabilities in active markets;
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•
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quoted prices for identical or similar assets or liabilities in inactive markets;
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•
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inputs other than quoted prices that are observable for the asset or liability; and
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•
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inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
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Level 3:
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation techniques and inputs used for each general type of assets measured at fair value. There have been no changes in the methodologies used at
December 31, 2017
and
2016
.
Mutual funds and common shares fair values are determined utilizing quoted market prices reported on the active market on which they are traded.
The common collective trusts ("CCTs") are valued utilizing the respective net asset values as reported by such trusts, which are reported at fair value. The fair value has been determined by the trustee sponsoring the CCT by dividing the trust’s net assets at fair value by its units outstanding at the valuation dates. There are no restrictions as to the redemption of these investments, nor does the Plan have any contractual obligations to further invest in any of these CCTs.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
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Notes to Financial Statements
|
4. Fair Value Measurements (continued)
The following tables set forth by level, within the fair value hierarchy, the fair value of the Plan’s assets held outside of the Stable Value Master Trust as of
December 31, 2017
and
2016
:
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December 31, 2017
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Level 1
|
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Level 2
|
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Level 3
|
|
Total
|
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Mutual funds
|
$
|
1,155,838,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,155,838,709
|
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|
|
Cardinal Health, Inc., common shares
|
180,638,542
|
|
|
—
|
|
|
—
|
|
|
180,638,542
|
|
|
|
Total assets in the fair value hierarchy
|
1,336,477,251
|
|
|
—
|
|
|
—
|
|
|
1,336,477,251
|
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|
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|
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Common collective trusts measured at net asset value
|
—
|
|
|
—
|
|
|
—
|
|
|
1,455,886,389
|
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|
Total assets at fair value
|
$
|
1,336,477,251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,792,363,640
|
|
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December 31, 2016
|
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|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
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Mutual funds
|
$
|
937,571,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
937,571,243
|
|
|
|
Cardinal Health, Inc., common shares
|
216,415,589
|
|
|
—
|
|
|
—
|
|
|
216,415,589
|
|
|
|
Total assets in the fair value hierarchy
|
1,153,986,832
|
|
|
—
|
|
|
—
|
|
|
1,153,986,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common collective trusts measured at net asset value
|
—
|
|
|
—
|
|
|
—
|
|
|
1,208,673,397
|
|
|
|
Total assets at fair value
|
$
|
1,153,986,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,362,660,229
|
|
|
5. Income Tax Status
On September 22, 2017, the Plan received a determination letter from the Internal Revenue Service (the “IRS”) based on plan amendments through December 4, 2015, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. The Plan was subsequently amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax-exempt.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
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Notes to Financial Statements
|
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
8. Related Party and Parties-in-Interest Transactions
Certain Plan investments held by the Plan at
December 31, 2017
and
2016
, were units of CCTs managed by Wells Fargo. The Stable Value Master Trust is managed by Galliard Capital, a wholly owned subsidiary of Wells Fargo. Wells Fargo serves as the trustee as defined by the Plan and, therefore, transactions involving these investments are considered party-in-interest transactions, but comply with an applicable exemption to the prohibited transaction rules of ERISA.
The Plan held $
180,638,542
and $
216,415,589
of Cardinal Health, Inc. common shares at
December 31, 2017
and
2016
, respectively.
9. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
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|
December 31
|
|
|
2017
|
|
2016
|
|
Net assets available for benefits per the financial statements
|
$
|
3,190,543,559
|
|
|
$
|
2,765,266,489
|
|
|
Amounts allocated to withdrawing participants
|
(1,468,715
|
)
|
|
—
|
|
|
Net assets available for benefits per Form 5500
|
$
|
3,189,074,844
|
|
|
$
|
2,765,266,489
|
|
The following is a reconciliation of the benefit payments per the financial statements to Form 5500:
|
|
|
|
|
|
|
|
|
2017
|
|
Benefits payments per the financial statements
|
$
|
213,258,678
|
|
|
Amounts allocated to withdrawing participants
|
|
|
At December 31, 2016
|
—
|
|
|
At December 31, 2017
|
1,468,715
|
|
|
Corrective distributions
|
(24,856
|
)
|
|
Net deemed distributions
|
59,353
|
|
|
Benefits paid to participants per Form 5500
|
$
|
214,761,890
|
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500:
|
|
|
|
|
|
|
|
|
2017
|
|
Net increase in assets per the financial statements
|
$
|
425,277,070
|
|
|
Change in amounts allocated to withdrawing participants
|
(1,468,715
|
)
|
|
Net income per Form 5500
|
$
|
423,808,355
|
|
10. Subsequent Event
Effective January 1, 2018, the Plan was amended to: 1) modify the Plan’s safe harbor matching contribution formula; 2) modify the Plan’s governance processes and amendment authority; and 3) make other technical and conforming changes.
Under this amendment, on and after January 1, 2018, the Company matches 200% of each participant’s compensation deferral contributions that do not exceed 1% of the participant’s compensation, 100% of each participant’s compensation deferral contributions that exceed 1% of the participant’s compensation but that do not exceed 2% of the participant’s compensation, and 50% of each participant’s compensation deferral contributions that exceed 2% of the participant’s compensation but that do not exceed 5% of the participant’s compensation. In addition, on and after January 1, 2018, the Committee is the Plan administrator of the Plan.