Основная статистика
| LEI | CCU46N3GJMF4OK4N7U60 |
| CIK | 721371 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cardinal Health, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 27, 2025 |
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): August 27, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 27, 2025 |
EX-4.2 Exhibit 4.2 CARDINAL HEALTH, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 27, 2025 to INDENTURE Dated as of June 2, 2008 4.500% Notes due 2030 5.150% Notes due 2035 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICABILITY Section 1.01 Definition of Terms 2 Section 1.02 Refere |
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| August 15, 2025 |
424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-289513 PROSPECTUS SUPPLEMENT August 13, 2025 (To Prospectus dated August 12, 2025) $1,000,000,000 Cardinal Health, Inc. $600,000,000 4.500% Notes due 2030 $400,000,000 5.150% Notes due 2035 The 4.500% notes will mature on September 15, 2030 (the “2030 notes”) and the 5.150% notes will mature on September 15, 2035 (the “2035 notes” and tog |
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| August 15, 2025 |
Calculation of Filing Fee Tables S-3 CARDINAL HEALTH INC Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 13, 2025 Cardinal Health, Inc. |
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| August 14, 2025 |
CARDINAL HEALTH, INC. UNDERWRITING AGREEMENT August 13, 2025 EX-1.1 Exhibit 1.1 Execution Version CARDINAL HEALTH, INC. UNDERWRITING AGREEMENT August 13, 2025 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Cardinal Health, Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), the respective amounts se |
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| August 13, 2025 |
Subject to Completion, Dated August 13, 2025 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-289513 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities in any jurisdiction where the offer and sale a |
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| August 13, 2025 |
FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-289513 Dated August 13, 2025 Cardinal Health, Inc. Pricing Term Sheet $1,000,000,000 aggregate principal amount of Notes offered $600,000,000 4.500% Notes due 2030 (the “2030 Notes”) $400,000,000 5.150% Notes due 2035 (the “2035 Notes”) (together, the “Notes”) Terms used herein but not defined herein shall have t |
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| August 12, 2025 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Form 10-K”), and our quarterly re |
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| August 12, 2025 |
As filed with the Securities and Exchange Commission on August 12, 2025 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 12, 2025 Registration No. |
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| August 12, 2025 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Cardinal Health, Inc. |
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| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Cardinal Heal |
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| August 12, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Fourth Quarter and Fiscal Year 2025 Results and Raises Fiscal Year 2026 Guidance •Fourth quarter revenue was relatively flat at $60.2 billion; revenue increased 21% excluding the impact of a previously communicated contract expiration •Fourth quarter GAAP1 operating earnings were $428 million and GAAP diluted EPS was $1.00 •Fourth quarter |
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| August 12, 2025 |
List of Subsidiaries of Cardinal Health, Inc. Exhibit 21.1 Subsidiaries of the Registrant Listed below are majority-owned subsidiaries of Cardinal Health, Inc. as of June 30, 2024. Subsidiaries excluded from the list below would not, considered in the aggregate as a single subsidiary, constitute a “significant subsidiary” of Cardinal Health, Inc. as that term is defined in Rule 1-02(w) of SEC Regulation S-X. Subsidiary Name State/Jurisdiction |
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| August 12, 2025 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Cardinal Health announces the addition of Solaris Health, the country’s leading urology MSO, to The Specialty Alliance •Adds over 750 providers to Cardinal Health’s multi-specialty MSO platform, The Specialty Alliance •Joins with recent urology acquisitions to bolster The Specialty Alliance’s leadership in the urology therapeutic area •Cardinal Health MSO platfor |
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| August 12, 2025 |
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): August 12, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 12, 2025 |
EX-25 Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) |
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| August 12, 2025 |
Restrictions on buying and selling stock and securities (Insider trading) policy Exhibit 19.1 Restrictions on buying and selling stock and securities (Insider trading) policy Policy Statement No employee, officer, member of the Board of Directors or consultant (individually referred to as a “person” or “you” and collectively referred to as “persons”) of Cardinal Health who is aware of material nonpublic information about Cardinal Health may, directly or indirectly, including t |
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| August 12, 2025 |
Cardinal Health, Inc. Clawback Policy Exhibit 97 Cardinal Health, Inc. Clawback Policy The Board of Directors (the “Board”) of Cardinal Health, Inc. (the “Company”) believes it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following definiti |
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| June 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| June 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| June 12, 2025 |
Cardinal Health Details Momentum and Updated Long-Term Value Creation Plans at Investor Day Exhibit 99.1 Cardinal Health Details Momentum and Updated Long-Term Value Creation Plans at Investor Day Key announcements: •Raising FY25 non-GAAP diluted EPS guidance to $8.15 to $8.201 •Establishing preliminary FY26 non-GAAP diluted EPS guidance of $9.10 to $9.30 (13% growth at the mid-points) 2 •Confirming long-term target of 12% to 14% non-GAAP diluted EPS CAGR for FY26 to FY283 •Raising long- |
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| June 12, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 12, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Cardinal Health, Inc. (Exact name of the registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employee Identification No.) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of principa |
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| May 22, 2025 |
Conflict Minerals Report for the reporting period from January 1, 2024 to December 31, 2024 Exhibit 1.01 Cardinal Health, Inc. Conflict Minerals Report For the 2024 Reporting Period Introduction As used in this report, "Cardinal Health," "we," "our," "us," and similar pronouns refer to Cardinal Health, Inc. and its consolidated subsidiaries at the end of 2024, unless the context indicates otherwise. "Conflict minerals" (or “3TG”) are defined as columbite-tantalite (coltan), cassiterite, |
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| May 1, 2025 |
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 1, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 1, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ................ to ................... |
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| May 1, 2025 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K”), and our quarterly rep |
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| May 1, 2025 |
Cardinal Health Reports Third Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Third Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook •Revenue was flat at $54.9 billion; revenue increased 19% excluding the impact of the previously communicated customer contract expiration •GAAP1 operating earnings were $730 million; GAAP diluted EPS was $2.10 •Non-GAAP operating earnings increased 21% to $807 mill |
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| March 10, 2025 |
Robert Musslewhite and Sudhakar Ramakrishna to join Cardinal Health Board of Directors Exhibit 99.1 Robert Musslewhite and Sudhakar Ramakrishna to join Cardinal Health Board of Directors DUBLIN, Ohio, March 10, 2025 – Cardinal Health (NYSE:CAH) announced today that its Board of Directors has elected Robert Musslewhite, former Chief Executive Officer of Definitive Healthcare Corp., and Sudhakar Ramakrishna, President and Chief Executive Officer of SolarWinds Corporation, as independe |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 7, 2025 Cardinal Health, Inc. |
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| January 30, 2025 |
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): January 30, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| January 30, 2025 |
Cardinal Health Reports Second Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Second Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook •Revenue decreased 4% to $55.3 billion; revenue increased 16% excluding the impact of the previously communicated large customer contract expiration •GAAP1 operating earnings were $549 million; GAAP diluted EPS was $1.65 •Non-GAAP operating earnings increased 9% to |
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| January 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ................ to ................ |
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| January 30, 2025 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K”), and our quarterly rep |
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| January 14, 2025 |
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): January 14, 2025 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| December 9, 2024 |
Term Loan Credit Agreement, dated December 5, 2024 EX-10.1 2 cardinalhealth-termloancre.htm EX-10.1 Exhibit 10.1 Execution Version Facility CUSIP Number: 14149MAM6 Deal CUSIP Number: 14149MAL8 CARDINAL HEALTH, INC. TERM LOAN CREDIT AGREEMENT dated as of December 5, 2024 THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, N.A. as Syndication Agents MUFG B |
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| December 9, 2024 |
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): December 5, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| November 22, 2024 |
Exhibit 4.2 CARDINAL HEALTH, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 22, 2024 to INDENTURE Dated as of June 2, 2008 4.700% Notes due 2026 5.000% Notes due 2029 5.350% Notes due 2034 5.750% Notes due 2054 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICABILITY Section 1.01 Definition of T |
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| November 22, 2024 |
Entry into a Material Definitive Agreement 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): November 22, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 13, 2024 Cardinal Health, Inc. |
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| November 18, 2024 |
Exhibit 1.1 Execution Version CARDINAL HEALTH, INC. UNDERWRITING AGREEMENT November 13, 2024 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Cardinal Health, Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), the respective amounts set for |
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| November 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables (1) 424(b)(5) (Form Type) Cardinal Health, Inc. |
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| November 15, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268237 PROSPECTUS SUPPLEMENT November 13, 2024 (To Prospectus dated November 8, 2022) $2,900,000,000 Cardinal Health, Inc. $500,000,000 4.700% Notes due 2026 $750,000,000 5.000% Notes due 2029 $1,000,000,000 5.350% Notes due 2034 $650,000,000 5.750% Notes due 2054 The 4.700% notes will mature on November 15, 2026 (the “2026 no |
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| November 13, 2024 |
Subject to Completion, Dated November 13, 2024 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268237 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities in any jurisdiction where the offer and sale are not |
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| November 13, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-268237 Dated November 13, 2024 Cardinal Health, Inc. Pricing Term Sheet $2,900,000,000 aggregate principal amount of Notes offered 4.700% Notes due 2026 (the “2026 Notes”) 5.000% Notes due 2029 (the “2029 Notes”) 5.350% Notes due 2034 (the “2034 Notes”) 5.750% Notes due 2054 (the “2054 Notes”) Issuer: Cardinal Health |
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| November 12, 2024 |
Exhibit 10.1 BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036 CONFIDENTIAL November 11, 2024 Cardinal Health, Inc. 7000 Cardinal Place Dublin, OH 43017 Attention: Scott Zimmerman, Treasurer Project Cure Commitment Letter Ladies and Gentlemen: Cardinal Health, Inc. (“you” or the “Borrower”) has advised Bank of America, N.A. (“Bank of America,” the “Commitment Party”, “we”, or “us”), i |
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| November 12, 2024 |
Cardinal Health announces two strategic additions to its portfolio Exhibit 99.1 Cardinal Health announces two strategic additions to its portfolio • Acquisition of a majority stake in GI Alliance, the country’s leading gastroenterology management services organization, to accelerate Cardinal Health’s multi-specialty growth strategy • Acquisition of the Advanced Diabetes Supply Group, a leading national direct-to-patient provider of diabetes medical supplies, to a |
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| November 12, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CARDINAL HEALTH, INC., CURE ACQUISITIONCO, LLC, THE GI ALLIANCE HOLDINGS, LLC and THE REPRESENTATIVE NAMED HEREIN Dated as of November 11, 2024 TABLE OF CONTENTS Page ARTICLE I THE TRANSACTIONS 2 1.01 The Merger 2 1.02 Filing of Merger Certificate; Effective Time 2 1.03 Effect of the Merger 3 1.04 Treatment of Equity Interests; Deferred Compens |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 11, 2024 Cardinal Health, Inc. |
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| November 7, 2024 |
As filed with the United States Securities and Exchange Commission on November 7, 2024 As filed with the United States Securities and Exchange Commission on November 7, 2024 Registration No. |
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| November 7, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2024 Cardinal Health, Inc. |
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| November 7, 2024 |
As filed with the United States Securities and Exchange Commission on November 7, 2024 As filed with the United States Securities and Exchange Commission on November 7, 2024 Registration No. |
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| November 7, 2024 |
As filed with the United States Securities and Exchange Commission on November 7, 2024 As filed with the United States Securities and Exchange Commission on November 7, 2024 Registration No. |
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| November 1, 2024 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K”), and our quarterly rep |
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| November 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 |
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| November 1, 2024 |
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): November 1, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| November 1, 2024 |
Cardinal Health Reports First Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports First Quarter Fiscal Year 2025 Results and Raises Fiscal Year 2025 Outlook •Revenue decreased 4% to $52.3 billion; revenue increased 15% excluding the impact of the previously communicated large customer contract expiration •GAAP1 operating earnings were $568 million; GAAP diluted EPS was $1.70 •Non-GAAP operating earnings increased 12% to |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| October 10, 2024 |
364-Day Credit Agreement, dated October 8, 2024 Exhibit 10.1 Published CUSIP Number: 14149MAG9 CARDINAL HEALTH, INC. 364-DAY CREDIT AGREEMENT dated as of October 8, 2024 THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, N.A. as Syndication Agents BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACH |
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| October 10, 2024 |
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): October 8, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 10, 2024 |
Fourth Amendment, to Issuing and Paying Agency Agreement, dated October 8, 2024 Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The following symbol is included in this exhibit to indicate where information has been omitted: [***]. FOURTH AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT October 8, 2024 The Bank of New York Mellon, as Iss |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 16, 2024 | ||
| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 6, 2024 Cardinal Health, Inc. |
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| August 14, 2024 |
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): August 14, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 14, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Fourth Quarter and Fiscal Year 2024 Results and Raises Fiscal Year 2025 Guidance •Fourth quarter revenue increased 12% to $59.9 billion •Fourth quarter GAAP1 operating earnings were $401 million and GAAP diluted EPS was $0.96 •Fourth quarter non-GAAP operating earnings increased 14% to $605 million and non-GAAP diluted EPS increased 29% to |
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| August 14, 2024 |
Restrictions on buying and selling stock and securities (Insider Trading) policy Exhibit 19 Restrictions on buying and selling stock and securities (Insider trading) policy Policy Statement No employee, officer, member of the Board of Directors or consultant (individually referred to as a “person” or “you” and collectively referred to as “persons”) of Cardinal Health who is aware of material nonpublic information about Cardinal Health may, directly or indirectly, including thr |
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| August 14, 2024 |
List of Subsidiaries of Cardinal Health, Inc. Exhibit 21.1 Subsidiaries of the Registrant Listed below are majority-owned subsidiaries of Cardinal Health, Inc. as of June 30, 2024. Subsidiaries excluded from the list below would not, considered in the aggregate as a single subsidiary, constitute a “significant subsidiary” of Cardinal Health, Inc. as that term is defined in Rule 1-02(w) of SEC Regulation S-X. Subsidiary Name State/Jurisdiction |
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| August 14, 2024 |
Confidentiality and Business Protection Agreement, effective as of Exhibit 10.9.5 Confidentiality and Business Protection Agreement This Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between Deborah L. Weitzman (“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”), effective as of September 19, 2022. It is hereby agreed as follows: 1.Consideration and Acknowledgements. The parties acknowledge |
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| August 14, 2024 |
Form of Performance Share Units Agreement under the Exhibit 10.1.10 CARDINAL HEALTH, INC. PERFORMANCE SHARE UNITS AGREEMENT This Performance Share Units Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [target # of units] performance-based Stock Units (the “Performance Share Units” or “Awar |
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| August 14, 2024 |
Form of Restricted Share Units Agreement under the Exhibit 10.1.11 CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENT This Restricted Share Units Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] Stock Units (the “Restricted Share Units” or “Award”), representing an unfund |
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| August 14, 2024 |
Cardinal Health, Inc. Clawback Policy Exhibit 97 Cardinal Health, Inc. Clawback Policy The Board of Directors (the “Board”) of Cardinal Health, Inc. (the “Company”) believes it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following definiti |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Cardinal Heal |
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| August 14, 2024 |
Exhibit 10.9.4 Confidentiality and Business Protection Agreement This Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between Stephen M. Mason (“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”), effective as of August 16, 2019. It is hereby agreed as follows: 1.Consideration and Acknowledgements. The parties acknowledge that t |
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| August 14, 2024 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K”), and our quarterly re |
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| June 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| June 21, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 (State or other jurisdiction of incorporation) (Commission file number) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of principal executive offices) (Zip code) Jessica L. Mayer Chief Legal and Com |
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| May 23, 2024 |
Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023 Exhibit 1.01 Cardinal Health, Inc. Conflict Minerals Report For the 2023 Reporting Period Introduction As used in this report, "Cardinal Health," "we," "our," "us" and similar pronouns refer to Cardinal Health, Inc. and its consolidated subsidiaries at the end of 2023, unless the context indicates otherwise. "Conflict minerals" (or “3TG”) are defined as columbite-tantalite (coltan), cassiterite, g |
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| May 2, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Third Quarter Fiscal Year 2024 Results and Raises Fiscal Year 2024 Non-GAAP EPS Guidance •Revenue increased 9% to $54.9 billion •GAAP1 operating earnings were $367 million; GAAP diluted EPS was $1.05 •Non-GAAP operating earnings increased 10% to $666 million; non-GAAP diluted EPS increased 20% to $2.08 •Fiscal year 2024 non-GAAP EPS guidan |
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| May 2, 2024 |
Exhibit 10.1.1 FIRST AMENDMENT TO THE CARDINAL HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN This First Amendment to the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”) was adopted on January 29, 2024 by the Human Resources and Compensation Committee of the Board of Directors of Cardinal Health, Inc. (the “Company”). The Plan is hereby amended, effective as of January 29, 2024, as fo |
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| May 2, 2024 |
Exhibit 10.1.3 CARDINAL HEALTH, INC. PERFORMANCE SHARE UNITS AGREEMENT This Performance Share Units Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [target # of units] performance-based Stock Units (the “Performance Share Units” or “Award |
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| May 2, 2024 |
Exhibit 10.2 FIRST AMENDMENT TO THE CARDINAL HEALTH, INC. MANAGEMENT INCENTIVE PLAN This First Amendment to the Cardinal Health, Inc. Management Incentive Plan (the “Plan”) was adopted on January 29, 2024 by the Human Resources and Compensation Committee of the Board of Directors of Cardinal Health, Inc. (the “Company”). The Plan is hereby amended, effective as of January 29, 2024, as follows: 1.S |
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| May 2, 2024 |
Exhibit 10.1.2 CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [date of grant] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”), a Nonqualified Stock Option (the “Option”) to purchase [# of shares] common shares |
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| May 2, 2024 |
Exhibit 10.1.4 CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENT This Restricted Share Units Agreement (this “Agreement”) is entered into in Franklin County, Ohio. On [grant date] (the “Grant Date”), Cardinal Health, Inc., an Ohio corporation (the “Company”), has awarded to [employee name] (“Awardee”) [# of shares] Stock Units (the “Restricted Share Units” or “Award”), representing an unfunde |
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| May 2, 2024 |
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 2, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 2, 2024 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”), and our quarterly rep |
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| May 2, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Card |
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| April 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 23, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 23, 2024 |
Exhibit 99.1 Cardinal Health, Inc. and Subsidiaries Segment Information Fiscal Year 2022 Fiscal Year 2023 Fiscal Year 2024 (in millions) Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Q1 Q2 YTD Segment Revenue Pharmaceutical and Specialty Solutions $ 39,614 $ 41,166 $ 40,727 $ 43,080 $ 164,587 $ 45,550 $ 47,395 $ 46,496 $ 49,379 $ 188,820 $ 50,683 $ 53,190 $ 103,873 Growth Rate 15 % 15 % 14 % 15 % 15 |
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| April 22, 2024 |
Exhibit 99.1 Cardinal Health Reaffirms Fiscal 2024 non-GAAP EPS Guidance and Long-term Targets Amidst Nonrenewal of OptumRx Customer Contracts DUBLIN, Ohio, April 22, 2024 — Cardinal Health (NYSE: CAH) announced today that its pharmaceutical distribution contracts with OptumRx, which expire at the end of June 2024, will not be renewed. The company reaffirmed its fiscal 2024 non-GAAP diluted EPS gu |
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| April 22, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 22, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 28, 2024 |
Bob Azelby to join Cardinal Health Board of Directors Exhibit 99.1 Bob Azelby to join Cardinal Health Board of Directors DUBLIN, Ohio, February 28, 2024 – Cardinal Health (NYSE: CAH) announced today that its Board of Directors has elected Robert “Bob” Azelby as an independent director, effective March 1. Mr. Azelby joins the board with over 30 years of experience, including as a Chief Executive Officer and board member for large, matrixed organizatio |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 28, 2024 Cardinal Health, Inc. |
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| February 20, 2024 |
Exhibit 1.1 CARDINAL HEALTH, INC. UNDERWRITING AGREEMENT February 14, 2024 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Cardinal Health, Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), the respective amounts set forth in Schedule II |
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| February 20, 2024 |
Exhibit 4.2 CARDINAL HEALTH, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 20, 2024 to INDENTURE Dated as of June 2, 2008 5.125% Notes due 2029 5.450% Notes due 2034 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICABILITY Section 1.01 Definition of Terms 2 Section 1.02 References to Generally A |
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| February 20, 2024 |
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): February 20, 2024 (February 14, 2024) Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporatio |
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| February 16, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268237 PROSPECTUS SUPPLEMENT February 14, 2024 (To Prospectus dated November 8, 2022) $1,150,000,000 Cardinal Health, Inc. $650,000,000 5.125% Notes due 2029 $500,000,000 5.450% Notes due 2034 The 5.125% notes will mature on February 15, 2029 (the “2029 notes”), and the 5.450% notes will mature on February 15, 2034 (the “2034 |
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| February 16, 2024 |
Exhibit 107 Calculation of Filing Fee Tables(1) Form S-3 (Form Type) Cardinal Health, Inc. |
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| February 14, 2024 |
Subject to Completion, Dated February 14, 2024 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-268237 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities in any jurisdiction where the offer and sale are not |
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| February 14, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-268237 Dated February 14, 2024 Cardinal Health, Inc. Pricing Term Sheet $1,150,000,000 aggregate principal amount of Notes offered 5.125% Notes due 2029 (the “2029 Notes”) 5.450% Notes due 2034 (the “2034 Notes”) Issuer: Cardinal Health, Inc. Expected Ratings (Moody’s / S&P / Fitch)*: Baa2 / BBB / BBB (S/P/P) Trade D |
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| February 13, 2024 |
CAH / Cardinal Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Cardinal Health Inc Title of Class of Securities: Common Stock CUSIP Number: 14149Y108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 1, 2024 |
Cardinal Health Reports Second Quarter Fiscal 2024 Results and Raises Fiscal 2024 Outlook Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Second Quarter Fiscal 2024 Results and Raises Fiscal 2024 Outlook •Revenue increased 12% to $57.4 billion •GAAP1 operating earnings were $482 million; GAAP diluted EPS was $1.43 •Non-GAAP operating earnings increased 20% to $562 million; non-GAAP diluted EPS increased 38% to $1.82 •Fiscal 2024 non-GAAP EPS guidance raised to $7.20 to $7.35 |
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| February 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 C |
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| February 1, 2024 |
Exhibit 10.1 MUFG Bank, Ltd., as Agent and a Financial Institution 1221 Avenue of the Americas New York, NY 10020 Attention: Rudy Liu PNC Bank, National Association, as the LC Bank and as a Financial Institution The Tower at PNC Plaza 300 Fifth Avenue, 11th Floor Pittsburgh, PA 15222 Attention: Brian Stanley The Bank of Nova Scotia, as a Financial Institution 250 Vesey Street, 24th Floor New York, |
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| February 1, 2024 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the U.S. Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”), our quarterly re |
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| February 1, 2024 |
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): February 1, 2024 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 9, 2024 Cardinal Health, Inc. |
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| January 9, 2024 |
Cardinal Health Announces Progress on Business and Portfolio Review and Fiscal 2024 Outlook Update Exhibit 99.1 Cardinal Health Announces Progress on Business and Portfolio Review and Fiscal 2024 Outlook Update •Progress achieved on company’s ongoing business and portfolio review oCompleted review of growth businesses within the Medical Segment: investing in and further developing at-Home Solutions and OptiFreight® Logistics as part of the company’s portfolio for long-term growth and value crea |
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| November 16, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 15, 2023 Cardinal Health, Inc. |
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| November 3, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 |
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| November 3, 2023 |
Cardinal Health Reports First Quarter Fiscal 2024 Results and Raises Fiscal 2024 Outlook Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports First Quarter Fiscal 2024 Results and Raises Fiscal 2024 Outlook •Revenue increased 10% to $54.8 billion •GAAP1 operating loss was $14 million and GAAP diluted EPS was $0.02, driven by a Medical segment goodwill impairment •Non-GAAP operating earnings increased 35% to $571 million, driven by significant increases in both Pharmaceutical seg |
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| November 3, 2023 |
Exhibit 10.1 THIRD AMENDMENT TO THE CARDINAL HEALTH, INC. SENIOR EXECUTIVE SEVERANCE PLAN WHEREAS, Cardinal Health, Inc., an Ohio corporation (the “Company”), has adopted the Cardinal Health, Inc. Senior Executive Severance Plan (as amended, the “Plan”); and WHEREAS, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined that it wou |
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| November 3, 2023 |
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): November 3, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| November 3, 2023 |
Exhibit 10.2 FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of September 1, 2023 among CARDINAL HEALTH FUNDING, LLC, as Seller, CARDINAL HEALTH 23 FUNDING, LLC, as Additional Seller, GRIFFIN CAPITAL, LLC, as Original Servicer, CARDINAL HEALTH 23, LLC, as Servicer THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE MANAGING AGENTS PARTY HERETO, THE LC BANKS P |
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| November 3, 2023 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the U.S. Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”), our quarterly re |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 27, 2023 |
COURTESY PDF OF PROXY STATEMENT 23 © 2023 Cardinal Health. All Rights Reserved. CARDINAL HEALTH and the Cardinal Health LOGO are trademarks of Cardinal Health and may be registered in the US and/or in other countries. All other trademarks are the property of their respective owners. Patent cardinalhealth.com/patents. Lit. No. 5PR23-2542999 (09/2023) Cardinal Health 7000 Cardinal Place Dublin, Ohio 43017 614.757.5000 cardinalheal |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 1, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File |
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| September 6, 2023 |
Exhibit 10.2 PERFORMANCE GUARANTY This Performance Guaranty (this “Guaranty”), dated as of September 1, 2023, is executed by Cardinal Health, Inc., an Ohio corporation (“Cardinal” or the “Performance Guarantor”) in favor of Cardinal Health 23 Funding, LLC, a Nevada limited liability company (together with its successors and assigns, “Beneficiary”). RECITALS 1. Cardinal Health 110, LLC, a Delaware |
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| September 6, 2023 |
Fifth Amended and Restated Receivables Purchase Agreement, dated as of September 1, 2023 Exhibit 10.1 OMNIBUS AMENDMENT AND ASSIGNMENT AGREEMENT, dated as of September 1, 2023 (this “Agreement”), among Griffin Capital, LLC, a Nevada limited liability company (“Griffin Capital”), as original servicer (“Original Servicer”), Cardinal Health Funding, LLC, a Nevada limited liability company (“Funding”), as original seller (“Original Seller”), Cardinal Health 23, LLC (“CH-23”), a Nevada lim |
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| August 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Cardinal Heal |
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| August 15, 2023 |
Exhibit 10.6.3 SECOND AMENDMENT TO THE CARDINAL HEALTH, INC. SENIOR EXECUTIVE SEVERANCE PLAN WHEREAS, Cardinal Health, Inc., an Ohio corporation (the “Company”), has adopted the Cardinal Health, Inc. Senior Executive Severance Plan (as previously amended by the First Amendment thereto, the “Plan”); WHEREAS, the Human Resources and Compensation Committee of the Board of Directors of the Company has |
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| August 15, 2023 |
List of Subsidiaries of Cardinal Health, Inc. Exhibit 21.1 Subsidiaries of the Registrant Listed below are majority-owned subsidiaries of Cardinal Health, Inc. as of June 30, 2023. Subsidiaries excluded from the list below would not, considered in the aggregate as a single subsidiary, constitute a “significant subsidiary” of Cardinal Health, Inc. as that term is defined in Rule 1-02(w) of SEC Regulation S-X. Subsidiary Name State/Jurisdiction |
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| August 15, 2023 |
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): August 10, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 15, 2023 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”), and our quarterly re |
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| August 15, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Fourth Quarter and Full Year Results for Fiscal Year 2023 at High End of Investor Day Guidance •Fourth quarter revenue increased 13% to $53.5 billion •Fourth quarter GAAP1 operating earnings were $137 million and GAAP diluted loss per share was $0.25 •Fourth quarter non-GAAP operating earnings increased 24% to $560 million and non-GAAP dil |
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| June 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| June 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| June 8, 2023 |
Cardinal Health Investor Day to Highlight Long-Term Value Creation Exhibit 99.1 Cardinal Health Investor Day to Highlight Long-Term Value Creation •Narrowing fiscal year 2023 non-GAAP diluted EPS guidance to $5.65 to $5.80, from $5.60 to $5.80 (13% growth at the mid-point)1 •Providing preliminary fiscal year 2024 non-GAAP diluted EPS guidance of $6.45 to $6.70 (15% growth at the mid-points) •Providing long-term financial targets reflecting 12% to 14% growth of no |
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| June 8, 2023 |
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): June 8, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 (State or other jurisdiction of incorporation) (Commission file number) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of principal executive offices) (Zip code) Jessica L. Mayer Chief Legal and Com |
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| May 31, 2023 |
Conflict Minerals Report for the reporting period from January 1, 2022 to December 31, 2022 Exhibit 1.01 Cardinal Health, Inc. Conflict Minerals Report For the 2022 Reporting Period Introduction As used in this report, "Cardinal Health," "we," "our," "us" and similar pronouns refer to Cardinal Health, Inc. and its consolidated subsidiaries at the end of 2022, unless the context indicates otherwise. "Conflict minerals" (or “3TG”) are defined as columbite-tantalite (coltan), cassiterite, g |
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| May 11, 2023 |
Exhibit 3.1 RESTATED CODE OF REGULATIONS OF CARDINAL HEALTH, INC. AMENDED MAY 11, 2023 TABLE OF CONTENTS Page ARTICLE 1 Meetings of Shareholders 1 §1.1 Annual Meeting 1 §1.2 Special Meetings 1 §1.3 Place of Meetings 1 §1.4 Notice of Meetings 1 §1.5 Notice of Shareholder Business and Nominations 2 §1.6 Proxy Access for Director Nominations 7 §1.7 Waiver of Notice 15 §1.8 Quorum 15 §1.9 Conduct of M |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 11, 2023 Cardinal Health, Inc. |
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| May 4, 2023 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Third Quarter Fiscal Year 2023 Results and Raises Fiscal Year 2023 Non-GAAP EPS Guidance • Revenue increased 13% to $50.5 billion • GAAP1 operating earnings were $572 million; GAAP diluted EPS was $1.34 • Non-GAAP operating earnings increased 11% to $606 million; non-GAAP diluted EPS increased 20% to $1.74 • Fiscal year 2023 non-GA |
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| May 4, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Card |
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| May 4, 2023 |
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, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 4, 2023 |
EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO COOPERATION AGREEMENT This First Amendment to the Cooperation Agreement (this “Amendment”), dated as of May 3, 2023, is by and among Elliott Associates, L.P., a Delaware limited partnership, Elliott International, L.P., a Cayman Islands limited partnership, and Elliott International Capital Advisors Inc., a Delaware corporation (each, an “Elliott Party,” and |
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| May 4, 2023 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 Form 10-K”), and our quarterly rep |
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| March 2, 2023 |
Exhibit 10.1 CARDINAL HEALTH, INC. THIRD AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT dated as of February 27, 2023 THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., and WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agents BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, |
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| March 2, 2023 |
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): February 27, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File |
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| February 9, 2023 |
CAH / Cardinal Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0509-cardinalhealthinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Cardinal Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 14149Y108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to desig |
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| February 2, 2023 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 Form 10-K”), and our quarterly rep |
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| February 2, 2023 |
Exhibit 10.2 SECOND AMENDMENT TO THE CARDINAL HEALTH DEFERRED COMPENSATION PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health Deferred Compensation Plan (the “Plan”) for the benefit of a select group of management and highly compensated employees of Cardinal Health and its |
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| February 2, 2023 |
Exhibit 10.1 CARDINAL HEALTH, INC. AIRCRAFT TIME SHARING AGREEMENT This Aircraft Time Sharing Agreement (“Agreement”) by and between Cardinal Health, Inc. (“Operator”), an Ohio corporation whose address is 7000 Cardinal Place, Dublin, Ohio 43017 and Jason M. Hollar (“User”), whose address is 7000 Cardinal Place, Dublin, Ohio 43017 (collectively the "Parties"), is effective November 7, 2022, and sh |
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| February 2, 2023 |
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): February 2, 2023 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| February 2, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Second Quarter Fiscal Year 2023 Results and Raises Fiscal Year 2023 Non-GAAP EPS Guidance •Revenue increased 13% to $51.5 billion •GAAP1 operating loss was $119 million due to a non-cash, pre-tax goodwill impairment of $709 million related to the Medical segment; GAAP diluted loss per share was $0.50 •Non-GAAP operating earnings of $467 mi |
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| February 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 C |
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| December 19, 2022 |
Exhibit 10.2 Confidentiality and Business Protection Agreement This Confidentiality and Business Protection Agreement (“Agreement”) is hereby entered into by and between Aaron E. Alt (“Executive”) and Cardinal Health, Inc., an Ohio Corporation (the “Company”), effective as of Executive’s start date at the Company. It is hereby agreed as follows: 1.Consideration and Acknowledgements. The parties ac |
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| December 19, 2022 |
Exhibit 10.1 Ola M. Snow Chief Human Resources Officer Cardinal Health 7000 Cardinal Place Dublin, Ohio 43017 614.XXX.XXXX tel 614.XXX.XXXX fax cardinalhealth.com December 12, 2022 Aaron Alt Dear Aaron, It is with great pleasure that I confirm in writing our offer of employment to you. All of us who have met with you enthusiastically believe you represent an exceptional fit with Cardinal Health, I |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 16, 2022 Cardinal Health, Inc. |
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| December 19, 2022 |
Cardinal Health Names Aaron Alt Chief Financial Officer Exhibit 99.1 Cardinal Health Names Aaron Alt Chief Financial Officer DUBLIN, OHIO – December 19, 2022 — Cardinal Health (NYSE: CAH) and its board of directors announced today that Aaron Alt will become the company’s new chief financial officer (CFO). Alt will succeed interim CFO, Trish English and will report to CEO, Jason Hollar, as a member of the company's Executive Committee effective Feb. 10. |
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| November 10, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 9, 2022 Cardinal Health, Inc. |
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| November 8, 2022 |
As filed with the United States Securities and Exchange Commission on November 8, 2022 As filed with the United States Securities and Exchange Commission on November 8, 2022 Registration No. |
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| November 8, 2022 |
As filed with the Securities and Exchange Commission on November 8, 2022 Table of Contents As filed with the Securities and Exchange Commission on November 8, 2022 Registration No. |
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| November 8, 2022 |
Exhibit 4.15 FIFTH AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its |
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| November 8, 2022 |
Exhibit 4.9 CARDINAL HEALTH 401(k) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO Amended and Restated Effective as of January 1, 2020 TABLE OF CONTENTS ARTICLE I – DEFINITIONS 3 Section 1.01. ACCOUNT 3 Section 1.02. ACCOUNTING DATE 3 Section 1.03. BENEFICIARY 3 Section 1.04. BOARD 3 Section 1.05. CATCH-UP ACCOUNT. 3 Section 1.06. CODE 3 Section 1.07. COMPANY 3 Section 1.08. COMPENSATION 3 Section 1.09 |
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| November 8, 2022 |
Calculation of Filing Fee Tables EX-FILING FEES 6 d400960dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Cardinal Health, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate O |
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| November 8, 2022 |
Exhibit 4.11 SECOND AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and it |
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| November 8, 2022 |
Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ? THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-35 |
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| November 8, 2022 |
Exhibit 4.10 FIRST AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its |
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| November 8, 2022 |
Exhibit 4.13 RATIFICATION OF AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Heal |
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| November 8, 2022 |
Exhibit 4.8 FOURTH AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates. B. Section 12.02 of the Plan provides |
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| November 8, 2022 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form type) Cardinal Health, Inc. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Cardinal Health 401 |
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| November 8, 2022 |
Exhibit 4.12 THIRD AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and its |
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| November 8, 2022 |
Exhibit 4.14 FOURTH AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the “Plan”) for the benefit of eligible employees of Cardinal Health and it |
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| November 8, 2022 |
Exhibit 4.6 SECOND AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates. B. Section 12.02 of the Plan provides |
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| November 8, 2022 |
Exhibit 4.7 THIRD AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates. B. Section 12.02 of the Plan provides |
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| November 8, 2022 |
Exhibit 4.5 FIRST AMENDMENT TO THE CARDINAL HEALTH 401(K) SAVINGS PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”) for the benefit of employees of Cardinal Health and its subsidiaries and affiliates. B. Section 12.02 of the Plan provides |
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| November 8, 2022 |
Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2020 Exhibit 4.4 CARDINAL HEALTH 401(k) SAVINGS PLAN Amended and Restated Effective as of January 1, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.01 Account 3 Section 1.02 Accounting Date 3 Section 1.03 Beneficiary 3 Section 1.04 Board 3 Section 1.05 Catch-Up Account 3 Section 1.06 Code 3 Section 1.07 Company 3 Section 1.08 Compensation 3 Section 1.09 Compensation Deferral Account 6 Se |
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| November 4, 2022 |
Cardinal Health Reports First Quarter Fiscal 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports First Quarter Fiscal 2023 Results ?Revenue increased 13% to $49.6 billion ?GAAP1 operating earnings were $137 million, GAAP diluted EPS were $0.40 ?Non-GAAP operating earnings decreased 20% to $423 million due to a decline in Medical segment profit, partially offset by an increase in Pharmaceutical segment profit; non-GAAP diluted EPS decr |
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| November 4, 2022 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, ?we,? ?our,? ?us? and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the ?2022 Form 10-K?), and our quarterly rep |
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| November 4, 2022 |
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): November 4, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| November 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 |
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| October 4, 2022 |
Exhibit 10.1 SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this ?Amendment?), dated as of September 30, 2022, is entered into by and among the following parties: (i) CARDINAL HEALTH FUNDING, LLC, a Nevada limited liability company (the ?Seller?); (ii) GRIFFIN CAPITAL, LLC, a |
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| October 4, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 30, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File |
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| September 28, 2022 |
COURTESY PDF OF PROXY STATEMENT TABLE OF CONTENTS LETTER TO CARDINAL HEALTH SHAREHOLDERS 3 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 5 PROXY SUMMARY 6 ABOUT US 6 FISCAL 2022 PERFORMANCE 6 CEO TRANSITION 7 AGREEMENT WITH ELLIOTT 7 OUR 2022 BOARD NOMINEES 8 GOVERNANCE AND BOARD HIGHLIGHTS 9 ADDRESSING THE OPIOID EPIDEMIC 9 APPROACH TO ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”) 11 VIRTUAL ANNUAL MEETING 13 ROADMAP TO VOTING MATTE |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| September 13, 2022 |
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): Sep 13, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| September 8, 2022 |
Exhibit 99.1 Cardinal Health Announces Pharmaceutical Segment Organizational Changes -Victor Crawford will step down as CEO of Pharmaceutical Segment- -Debbie Weitzman, President of Pharmaceutical Distribution, named CEO of Pharmaceutical Segment- DUBLIN, Ohio, September 8, 2022 ? Cardinal Health (NYSE: CAH) today announced Debbie Weitzman, current President of Pharmaceutical Distribution, will be |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 7, 2022 Cardinal Health, Inc. |
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| September 6, 2022 |
EXHIBIT 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this ?Agreement?), dated as of September 5, 2022, is by and among Elliott Associates, L.P., a Delaware limited partnership and Elliott International, L.P., a Cayman Islands limited partnership (each, an ?Elliott Party,? and together, the ?Elliott Parties?), and Cardinal Health, Inc., an Ohio corporation (the ?Company?). In consideratio |
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| September 6, 2022 |
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): September 5, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 6, 2022 |
EXHIBIT 99.1 Cardinal Health Announces Governance Enhancements and Shareholder Value Creation Initiatives Adds Four New Independent Directors to the Board Forms New Business Review Committee to Evaluate Portfolio and Operations DUBLIN, Ohio, Sept. 6, 2022 ? Cardinal Health (NYSE: CAH) today announced initiatives aimed at positioning the Company for long-term success, building on Cardinal Health?s |
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| August 11, 2022 |
Exhibit 10.14.6 FIFTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This FIFTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this ?Amendment?), dated as of May 13, 2022, is entered into by and among the following parties: (i) CARDINAL HEALTH FUNDING, LLC, a Nevada limited liability company (the ?Seller?); (ii) GRIFFIN CAPITAL, LLC, a Nev |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 7, 2022 Cardinal Health, Inc. |
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| August 11, 2022 |
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): August 11, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Cardinal Heal |
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| August 11, 2022 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, ?we,? ?our,? ?us? and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the ?2022 Form 10-K?), and our quarterly re |
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| August 11, 2022 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Cardinal Health Announces Leadership Changes - Mike Kaufmann to Step Down as Chief Executive Officer and from Board of Directors - - Jason Hollar, Chief Financial Officer, Named Chief Executive Officer - - Patricia English to Serve as Interim Chief Financial Officer - DUBLIN, Ohio, August 11, 2022 ? Cardinal Health (NYSE: CAH) announced today that its Board of Di |
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| August 11, 2022 |
Cardinal Health Reports Fourth Quarter and Full Year Results for Fiscal Year 2022 Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Fourth Quarter and Full Year Results for Fiscal Year 2022 ?Revenue increased 11% to $47.1 billion in the fourth quarter ?GAAP1 operating earnings were $36 million in the fourth quarter; GAAP diluted EPS were $0.50 in the fourth quarter ?Non-GAAP operating earnings increased 41% to $450 million in the fourth quarter; non-GAAP diluted EPS in |
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| August 11, 2022 |
List of Subsidiaries of Cardinal Health, Inc. Exhibit 21.1 Subsidiaries of the Registrant Listed below are majority-owned subsidiaries of Cardinal Health, Inc. as of June 30, 2022. Subsidiaries excluded from the list below would not, considered in the aggregate as a single subsidiary, constitute a ?significant subsidiary? of Cardinal Health, Inc. as that term is defined in Rule 1-02(w) of SEC Regulation S-X. Subsidiary Name State/Jurisdiction |
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| July 22, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 18, 2022 Cardinal Health, Inc. |
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| July 22, 2022 |
Exhibit 99.2 Notice to Cardinal Health, Inc. Stockholders of Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear The United States District Court for the Southern District of Ohio authorized this Notice Please read this notice (the ?Notice?) carefully and in its entirety. This Notice relates to a proposed settlement (the ?Settlement?)1 of a consolidated st |
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| July 22, 2022 |
Exhibit 99.3 Summary Notice to Stockholders of Cardinal Health, Inc. of Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear TO: ALL PERSONS AND ENTITIES THAT HELD CARDINAL HEALTH, INC. COMMON STOCK AS OF THE CLOSE OF TRADING ON MAY 25, 2022 AND THAT CONTINUE TO HOLD CARDINAL HEALTH COMMON STOCK AS OF THE CLOSE OF TRADING ON OCTOBER 4, 2022. PLEASE READ THI |
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| July 22, 2022 |
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION Exhibit 99.1 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION IN RE CARDINAL HEALTH, INC. DERIVATIVE LITIGATION Case No. 2:19-cv-2491 Judge Sarah D. Morrison Magistrate Judge Elizabeth A. Preston Deavers STIPULATION AND AGREEMENT OF COMPROMISE, SETTLEMENT, AND RELEASE This Stipulation and Agreement of Compromise, Settlement, and Release (the ?Stipulation?) is entered |
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| June 24, 2022 |
11-K 1 a22q411kx123121xform11-kx.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| June 24, 2022 |
Table of Contents UNITED STATES 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 December 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-11373 A. Full title of the p |
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| May 27, 2022 |
Conflict Minerals Report for the reporting period from January 1, 2021 to December 31, 2021 Exhibit 1.01 Cardinal Health, Inc. Conflict Minerals Report For the 2021 Reporting Period Introduction As used in this report, "Cardinal Health," "we," "our," "us" and similar pronouns refer to Cardinal Health, Inc. and its consolidated subsidiaries at the end of 2021, unless the context indicates otherwise. "Conflict minerals" (or ?3TG?) are defined as columbite-tantalite (coltan), cassiterite, g |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 (State or other jurisdiction of incorporation or organization) (Commission file number) 7000 Cardinal Place, Dublin, Ohio 43017 (Address of principal executive offices) (Zip code) Jessica L. Mayer Chi |
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| May 5, 2022 |
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 5, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 5, 2022 |
Exhibit 10.2 FIRST AMENDMENT TO THE CARDINAL HEALTH DEFERRED COMPENSATION PLAN (As Amended and Restated January 1, 2020) Background Information A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health Deferred Compensation Plan (the “Plan”) for the benefit of a select group of management and highly compensated employees of Cardinal Health and its |
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| May 5, 2022 |
Cardinal Health Reports Third Quarter Fiscal 2022 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Third Quarter Fiscal 2022 Results ?Revenue increased 14% to $44.8 billion ?GAAP1 operating loss was $97 million due to a non-cash, pre-tax goodwill impairment of $474 million in the Medical segment; GAAP diluted loss per share was $5.05, primarily due to this impairment, net of tax effects ?Non-GAAP operating earnings decreased 21% to $545 |
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| May 5, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Card |
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| May 5, 2022 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, “we,” “our,” “us” and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the “2021 Form 10-K”), and our quarterly rep |
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| February 25, 2022 |
List of States and territories that have agreed to opiods-related Settlement: Exhibit 99.1 List of States and territories that have agreed to opiods-related Settlement: Alaska Missouri American Samoa Montana Arizona N. Mariana Islands Arkansas Nebraska California Nevada Colorado New Hampshire Connecticut New Jersey Delaware New Mexico District of Columbia New York Florida North Carolina Georgia North Dakota Guam Ohio Hawaii Oregon Idaho Pennsylvania Illinois Puerto Rico Ind |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 25, 2022 Cardinal Health, Inc. |
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| February 25, 2022 |
EX-99.2 3 a2022globalsettlementagreea.htm EX-99.2 Exhibit 99.2 Distributors Approve Opioid Settlement Agreement 46 of 49 Eligible States and Over 90 Percent of Litigating Political Subdivisions Participate CONSHOHOCKEN, PA. & DUBLIN, Ohio & IRVING, Texas, February 25, 2022 -(BUSINESS WIRE)- AmerisourceBergen (NYSE: ABC), Cardinal Health (NYSE: CAH) and McKesson (NYSE: MCK) announced today that eac |
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| February 9, 2022 |
CAH / Cardinal Health, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Cardinal Health Inc. Title of Class of Securities: Common Stock CUSIP Number: 14149Y108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 3, 2022 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, ?we,? ?our,? ?us? and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the ?2021 Form 10-K?), and our quarterly rep |
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| February 3, 2022 |
Exhibit 10.4.2 CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [date of grant] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?), a Nonqualified Stock Option (the ?Option?) to purchase [# of shares] common shares |
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| February 3, 2022 |
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): February 3, 2022 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| February 3, 2022 |
Cardinal Health Reports Second Quarter Fiscal 2022 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports Second Quarter Fiscal 2022 Results ?Revenue increased 9% to $45.5 billion ?GAAP1 operating loss was $950 million due to a non-cash, pre-tax goodwill impairment of $1.3 billion related to the Medical segment; GAAP diluted earnings per share were $0.17 ?Non-GAAP operating earnings decreased 26% to $467 million due to a decline in Medical seg |
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| February 3, 2022 |
Exhibit 10.3.2 CARDINAL HEALTH, INC. PERFORMANCE SHARE UNITS AGREEMENT This Performance Share Units Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [grant date] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?) [target # of units] performance-based Stock Units (the ?Performance Share Units? or ?Award |
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| February 3, 2022 |
Exhibit 10.2.2 CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENT This Restricted Share Units Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [grant date] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?) [# of shares] Stock Units (the ?Restricted Share Units? or ?Award?), representing an unfunde |
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| February 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 C |
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| February 3, 2022 |
Exhibit 10.7 CARDINAL HEALTH, INC. AIRCRAFT TIME SHARING AGREEMENT This Aircraft Time Sharing Agreement (?Agreement?) by and between Cardinal Health, Inc. (?Operator?), an Ohio corporation whose address is 7000 Cardinal Place, Dublin, Ohio 43017 and Michael C. Kaufmann (?User?), whose address is 7000 Cardinal Place, Dublin, Ohio 43017 (collectively the "Parties"), is effective January 1, 2022, and |
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| January 10, 2022 |
Cardinal Health Provides Medical Segment Fiscal Year 2022 Financial Update Exhibit 99.1 Cardinal Health Provides Medical Segment Fiscal Year 2022 Financial Update DUBLIN, Ohio, January 10, 2022 - Cardinal Health (NYSE: CAH) today provided a fiscal year 2022 financial update for the Medical segment. The company now expects additional inflationary impacts and lower volumes resulting primarily from global supply chain constraints, and a lower-than-expected offset from prici |
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| January 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 10, 2022 Cardinal Health, Inc. |
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| November 9, 2021 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, ?we,? ?our,? ?us? and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the ?2021 Form 10-K?), and our quarterly rep |
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| November 9, 2021 |
Exhibit 3.2 RESTATED CODE OF REGULATIONS OF CARDINAL HEALTH, INC. AMENDED NOVEMBER 5, 2021 TABLE OF CONTENTS Page ARTICLE 1 Meetings of Shareholders 1 ?1.1 Annual Meeting 1 ?1.2 Special Meetings 1 ?1.3 Place of Meetings 1 ?1.4 Notice of Meetings 1 ?1.5 Notice of Shareholder Business and Nominations 2 ?1.6 Proxy Access for Director Nominations 8 ?1.7 Waiver of Notice 16 ?1.8 Quorum 16 ?1.9 Conduct |
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| November 9, 2021 |
Exhibit 10.1 Cardinal Health, Inc. 2021 Long-Term Incentive Plan 1.Purpose of the Plan. The purpose of the Plan is to align with the interests of shareholders the compensation of key personnel whose long-term employment is considered important to the Company?s continued progress, growth, and profitability and, thereby, encourage such personnel to act in the shareholders? interest and share in the |
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| November 9, 2021 |
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): November 9, 2021 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File N |
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| November 9, 2021 |
Exhibit 10.3 CARDINAL HEALTH, INC. PERFORMANCE SHARE UNITS AGREEMENT This Performance Share Units Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [grant date] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?) [target # of units] performance-based Stock Units (the ?Performance Share Units? or ?Award?) |
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| November 9, 2021 |
Exhibit 10.5 CARDINAL HEALTH, INC. DIRECTORS? RESTRICTED SHARE UNITS AGREEMENT On [date of grant] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [Director name] (?Awardee?), [# of Shares] Stock Units (the ?Restricted Share Units? or ?Award?), representing an unfunded unsecured promise of the Company to deliver, with respect to each Restricted Share U |
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| November 9, 2021 |
Exhibit 10.1 CARDINAL HEALTH, INC. PERFORMANCE SHARE UNITS AGREEMENT This Performance Share Units Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [grant date] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?) [target # of units] performance-based Stock Units (the ?Performance Share Units? or ?Award?) |
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| November 9, 2021 |
Exhibit 10.6 Cardinal Health, Inc. Management Incentive Plan 1.Establishment and Purpose. The Cardinal Health, Inc. Management Incentive Plan (the ?Plan?) permits the grant of cash incentive awards to key management employees effective as of November 5, 2021 (the "Effective Date"). 2.Definitions. Whenever used in the Plan, the following capitalized terms have the meanings set forth below: (a)?Admi |
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| November 9, 2021 |
Exhibit 10.2 CARDINAL HEALTH, INC. RESTRICTED SHARE UNITS AGREEMENT This Restricted Share Units Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [grant date] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?) [# of shares] Stock Units (the ?Restricted Share Units? or ?Award?), representing an unfunded |
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| November 9, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 |
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| November 9, 2021 |
Cardinal Health Reports First Quarter Fiscal 2022 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Cardinal Health Reports First Quarter Fiscal 2022 Results ?Revenue increased 13% to $44.0 billion ?GAAP1 operating earnings were $415 million, GAAP diluted EPS were $0.94 ?Non-GAAP operating earnings decreased 15% to $527 million, non-GAAP diluted EPS decreased 15% to $1.29 ?Board of Directors approved a 3-year authorization to repurchase up to an additional $3 b |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 5, 2021 Cardinal Health, Inc. |
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| November 9, 2021 |
Exhibit 10.4 CARDINAL HEALTH, INC. NONQUALIFIED STOCK OPTION AGREEMENT This Nonqualified Stock Option Agreement (this ?Agreement?) is entered into in Franklin County, Ohio. On [date of grant] (the ?Grant Date?), Cardinal Health, Inc., an Ohio corporation (the ?Company?), has awarded to [employee name] (?Awardee?), a Nonqualified Stock Option (the ?Option?) to purchase [# of shares] common shares, |
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| November 9, 2021 |
As filed with the United States Securities and Exchange Commission on November 9, 2021 As filed with the United States Securities and Exchange Commission on November 9, 2021 Registration No. |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| September 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Prox |
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| September 23, 2021 |
DEFA14A 1 lcah2021defa14a.htm CARDINAL HEALTH INC - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commis |
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| September 23, 2021 | ||
| September 10, 2021 |
PRE 14A 1 lcah2021pre14a.htm CARDINAL HEALTH INC - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commiss |
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| August 16, 2021 |
Statement Regarding Forward-Looking Information Exhibit 99.1 Statement Regarding Forward-Looking Information As used in this exhibit, ?we,? ?our,? ?us? and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise. Our filings with the Securities and Exchange Commission, including this Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the ?2021 Form 10-K?), our quarterly report |
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| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-11373 Cardinal Heal |
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| August 16, 2021 |
List of Subsidiaries of Cardinal Health, Inc. Exhibit 21.1 Subsidiaries of the Registrant Listed below are majority-owned subsidiaries of Cardinal Health, Inc. as of June 30, 2021. Subsidiaries excluded from the list below would not, considered in the aggregate as a single subsidiary, constitute a ?significant subsidiary? of Cardinal Health, Inc. as that term is defined in Rule 1-02(w) of SEC Regulation S-X. Subsidiary Name State/Jurisdiction |
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| August 5, 2021 |
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): August 5, 2021 Cardinal Health, Inc. (Exact name of registrant as specified in its charter) Ohio 1-11373 31-0958666 (State or other jurisdiction of incorporation) (Commission File Num |
