CAH 8-K Current Reports

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Oct 1, 2026)

Cardinal Health, Inc. (CAH) announced on October 1, 2026, a significant development regarding its long-standing relationship with CVS Health. The company has entered into a binding letter of intent to extend its crucial pharmaceutical distribution agreements through June 2032. This extension provides substantial visibility and stability for Cardinal Health's core pharmaceutical distribution business, a key revenue driver. Investors can take comfort in the continued partnership with a major customer, which mitigates near-term contractual risks and solidifies future revenue streams. In conjunction with this positive news, Cardinal Health reaffirmed its previously issued fiscal year 2027 non-GAAP earnings per share (EPS) guidance range of $12.40 to $12.60. Furthermore, the company reiterated its long-term non-GAAP EPS growth target of 12% to 14%. This confirmation, alongside the CVS Health agreement, suggests management's confidence in the company's operational performance and its ability to achieve its strategic growth objectives. The market will likely view this announcement favorably, as it addresses both a critical customer relationship and forward-looking financial expectations.

Oct 1, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Financial Results (Aug 11, 2026)

Cardinal Health reported fiscal Q4 and full-year FY2026 results on August 11, 2026, with revenue up 6% to $63.7 billion in the quarter and 14% to $254.2 billion for the year. GAAP diluted EPS rose 70% to $1.70 in Q4 and 12% to $7.23 for FY2026. Non-GAAP diluted EPS was $2.91 in Q4 (up 40%) and $11.26 for the year (up 37%). Both figures include a one-time $0.31 per-share benefit from recognizing IEEPA tariff refunds ($100 million pre-tax in the GMPD segment). Excluding that benefit, Q4 non-GAAP EPS grew 25% to $2.60 and full-year non-GAAP EPS grew 33% to $10.95. Investors should treat the tariff refund as non-recurring when judging underlying momentum. Operating cash flow was $5.2 billion and adjusted free cash flow was $5.0 billion for FY2026. The Pharmaceutical and Specialty Solutions segment drove the results, with FY2026 segment profit up 23% to $2.8 billion on 15% revenue growth. GMPD profit excluding the tariff refund was $158 million for the year, up 17%, and its Q4 profit excluding the refund fell 29%, reflecting lower distribution volumes. The company also took a $122 million pre-tax impairment on its Outcomes equity stake and a $184 million goodwill impairment tied to the Navista & ION reporting unit; both were excluded from non-GAAP results. GAAP results were therefore weighed down by these charges, and the GAAP-to-non-GAAP gap is wide. For fiscal 2027, management guided non-GAAP EPS to $12.40 to $12.60, growth of 13% to 15% versus the adjusted FY2026 base of $10.95. Guidance includes the recent Strive Medical acquisition and the announced Diabetes Health tuck-in from AdaptHealth. Management also raised the share repurchase authorization by $5.0 billion to a total of $6.4 billion, and plans about $1 billion of repurchases in FY2027. Shareholders' deficit remains at $(2.7) billion, and total debt rose to about $8.9 billion, so balance sheet leverage is a continuing consideration.

Aug 11, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Aug 11, 2026)

Cardinal Health, Inc. (CAH) announced on August 11, 2026, the entry into a new unsecured Credit Agreement, effective August 7, 2026. This agreement provides the Company with access to a $4.0 billion revolving credit facility, maturing in August 2031, with an option to extend for up to two additional years. This new facility replaces and consolidates the Company's existing 364-day and five-year revolving credit facilities, as well as its receivables sale facility program. The new credit agreement includes standard covenants and requires the Company to maintain a Consolidated Net Leverage Ratio of no greater than 4.00 to 1.00 as of the end of each fiscal quarter. The Company intends to use this facility for general corporate purposes. Concurrently, the Company terminated its prior credit agreements and receivables sale program. Notably, there were no penalties incurred as a result of these terminations. This strategic move consolidates CAH's borrowing capacity under a single, larger facility, potentially simplifying its debt management and enhancing financial flexibility. The new credit agreement reflects a commitment from major financial institutions, underscoring their continued confidence in Cardinal Health's operations.

Aug 11, 2026 8-K

Leadership Changes

CARDINAL HEALTH INC 8-K Report, Executive Changes (Aug 5, 2026)

Cardinal Health, Inc. (CAH) announced a significant leadership change in its accounting department with the appointment of Anita Zielinski as Chief Accounting Officer, effective November 5, 2026. Ms. Zielinski's appointment follows a period of transition where Mary Scherer will continue in her role until the effective date. This appointment brings a seasoned executive with extensive experience in financial reporting and leadership roles from prominent companies like Baxter International and Sysco Corporation, as well as a background in public accounting at Ernst & Young. Investors should note that Ms. Zielinski's compensation package includes a base salary, bonus potential, and equity awards, along with a $750,000 sign-on bonus and $1,000,000 in restricted share units. This is primarily to compensate for forfeited compensation from her previous employer. The filing also confirms no related-party transactions or disqualifying arrangements concerning Ms. Zielinski's appointment, providing clarity for stakeholders.

Aug 5, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Apr 30, 2026)

Cardinal Health reported fiscal third-quarter 2026 results (quarter ended March 31, 2026) with revenue up 11% to $60.9 billion, driven mainly by brand and specialty pharmaceutical growth in its Pharmaceutical and Specialty Solutions segment. GAAP diluted EPS fell 20% to $1.69 and GAAP operating earnings fell 30% to $509 million, largely because of a $184 million pre-tax goodwill impairment at the Navista & ION reporting unit. On a non-GAAP basis, operating earnings rose 18% to $956 million and diluted EPS rose 35% to $3.17. The non-GAAP EPS gain was helped by a sharply lower non-GAAP tax rate of 10.2%, which management attributed to discrete planning benefits, and by a lower share count. Management raised and narrowed fiscal 2026 non-GAAP diluted EPS guidance to $10.70–$10.80 (about 30–31% growth), from the prior range. The raise reflects stronger Pharmaceutical and Specialty Solutions and Other segment profit, a non-GAAP tax rate now expected near 19%, and fewer diluted shares (about 237 million). Partly offsetting these items, interest and other expense guidance was increased to about $340 million. Adjusted free cash flow guidance was raised to $3.3–$3.7 billion. The company also cut leverage to 3.0x (within its 2.75–3.25x target), repaid $100 million of term loan early, and has repurchased $1.0 billion of shares year to date. For investors, the key questions are the quality of the EPS beat and the durability of segment profit. The Global Medical Products and Distribution segment is weak, with profit down 36% on tariff impacts and flat revenue. GAAP results remain well below non-GAAP results because of recurring acquisition-related charges and impairments. Year-to-date operating cash flow of $3.5 billion is well above last year's $0.9 billion, but that comparison is distorted by working-capital swings in accounts payable and inventory. Because the quarter's non-GAAP tax rate was unusually low, the full-year guidance raise depends partly on sustaining a roughly 19% tax rate.

Apr 30, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Executive Changes (Mar 23, 2026)

Cardinal Health (NYSE: CAH) filed an 8-K on March 23, 2026 disclosing a board leadership change and a reaffirmed outlook. Gregory B. Kenny, who had served on the Board since 2007 and as Chair since 2018, retired from the Board, all committees, and his Chair role effective March 20, 2026. The filing states the retirement was not the result of any disagreement with the Company on its operations, policies, or practices. The Board immediately appointed Patricia A. Hemingway Hall, a current director since 2013 and former chair of the Governance and Sustainability Committee, as Board Chair. For investors, this is primarily a governance transition rather than a financial event. Hemingway Hall brings institutional knowledge of Cardinal's strategy and governance framework, along with healthcare leadership experience as former CEO of Health Care Service Corporation. Because she is already an insider, the change is likely to produce continuity rather than a strategic reset. The filing contains no financial results, no changes to guidance, and no new compensation terms. The company also reaffirmed its fiscal 2026 outlook and said it will release third quarter fiscal 2026 earnings on April 30, 2026. That date is the next concrete catalyst for investors to reassess the outlook. The forward-looking statements flag ongoing risks, including pharmaceutical pricing and tariff regulation, the GMPD Improvement Plan, generic deflation, and a Department of Justice investigation into potential Anti-Kickback Statute and False Claims Act violations.

Mar 23, 2026 8-K

Leadership Changes

CARDINAL HEALTH INC 8-K Report, Executive Changes (Mar 5, 2026)

Cardinal Health, Inc. (CAH) has announced the upcoming retirement of its Senior Vice President and Chief Accounting Officer, Mary Scherer. Ms. Scherer has informed the company of her intention to retire in February 2027. This announcement triggers the initiation of a search process for a successor to ensure continuity in financial leadership. Investors should note that Ms. Scherer will remain in her role until her successor is fully onboarded, indicating a commitment to a well-managed transition. The company has not provided details on the search process or potential candidates at this time.

Mar 5, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Feb 5, 2026)

Cardinal Health (CAH) reported second-quarter fiscal 2026 results (quarter ended December 31, 2025) that beat on growth and raised its full-year outlook. Revenue rose 19% year over year to $65.6 billion, GAAP operating earnings rose 29% to $707 million, and GAAP diluted EPS rose 19% to $1.97. On a non-GAAP basis, operating earnings rose 38% to $877 million and diluted EPS rose 36% to $2.63. Growth was broad: management said all five operating segments delivered at least double-digit segment profit growth. The Pharmaceutical and Specialty Solutions segment, which generates nearly all revenue, grew segment profit 29% to $687 million on brand and specialty product growth, the MSO platform acquisitions, and generics performance. Global Medical Products and Distribution profit more than doubled to $37 million, and Other segment profit rose 52% to $179 million. The company raised fiscal 2026 non-GAAP EPS guidance to $10.15-$10.35 (roughly 23%-26% growth), up from prior guidance, driven by higher segment profit targets for Pharma and Specialty Solutions (20%-22%) and Other (33%-35%), a higher GMPD profit target of about $150 million, a lower non-GAAP tax rate (21%-23%), and a slightly lower share count. Capital allocation was active: the company completed a $750 million baseline share repurchase for the year and reported leverage at 3.2x Adjusted Debt to EBITDA as of December 31, 2025, within its 2.75x-3.25x target range. Year-to-date operating cash flow turned strongly positive at $1.66 billion, versus a $2.04 billion outflow a year earlier, though this was helped by a $4.2 billion swing in accounts payable and the company's non-GAAP adjusted free cash flow of $1.83 billion is also well above last year. Investors should note that GAAP results carry significant acquisition-related costs, and interest expense more than doubled to $88 million in the quarter from $35 million, reflecting financing for recent acquisitions. The GAAP effective tax rate was 25.2% versus a non-GAAP rate of 21.4%. Shareholders' deficit persisted at $(2.7) billion. Forward-looking non-GAAP metrics and outlook are subject to the risk factors cited in the release, including drug pricing and tariff policy, generic deflation, and Department of Justice investigations related to the Anti-Kickback Statute and False Claims Act.

Feb 5, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Jan 13, 2026)

Cardinal Health (NYSE: CAH) issued a Regulation FD press release on January 13, 2026, ahead of its appearance at the 44th Annual J.P. Morgan Healthcare Conference. The headline item is an upward revision to fiscal year 2026 non-GAAP diluted EPS guidance to at least $10.00, up from the prior range of $9.65 to $9.85. Management attributes the raise to strong performance and execution across its five operating segments, and it will provide further detail on its February 5, 2026 second-quarter earnings call. The company also reiterated growth ambitions in Specialty, now expecting over $50 billion of Specialty revenue in FY2026, a 16% three-year CAGR (FY24 to FY26, measured from an FY23 baseline). Management cited specialty distribution demand, expansion of its MSO platforms, and over 30% anticipated revenue growth in BioPharma Solutions. Sonexus, its patient support business, has won several manufacturer hub programs, including Sanofi and Regeneron's Dupixent My Way, collectively serving over 1 million patients. On regulatory matters, Cardinal said it completed the transition of manufacturer distribution service agreements for all branded pharmaceuticals affected by the 2026 Medicare Drug Price Negotiation Program before the January 1 implementation date, and expects to remain appropriately compensated for its distribution role. The release also introduced the ContinuCare Pathway diabetes-supply program, with Publix enrolling about 1,400 pharmacies. The filing is a non-GAAP guidance update rather than a GAAP outlook, and the release notes that excluded items have historically swung EPS materially, so GAAP results may differ significantly from the non-GAAP figures.

Jan 13, 2026 8-K

CARDINAL HEALTH INC 8-K Report, Shareholder Vote Results (Nov 6, 2025)

Cardinal Health, Inc. (CAH) has filed an 8-K reporting the results of its 2025 Annual Meeting of Shareholders, held on November 5, 2025. The meeting primarily focused on shareholder votes concerning the Board of Directors, executive compensation, and the ratification of the independent auditor. All 12 director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board's leadership and strategic direction. The company also received a positive advisory vote on executive compensation, reflecting shareholder approval of the compensation packages for its named executive officers. Furthermore, shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for the upcoming fiscal year. This outcome suggests a stable governance environment and continued support for the company's financial oversight. Investors should view these results as indicators of continued operational and strategic stability within Cardinal Health.

Nov 6, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Oct 30, 2025)

Cardinal Health (CAH) reported first-quarter fiscal 2026 results (quarter ended September 30, 2025) that were strong across the board and prompted a raised full-year outlook. Revenue rose 22% year over year to $64.0 billion, GAAP operating earnings rose 18% to $668 million, and GAAP diluted EPS rose 11% to $1.88. On a non-GAAP basis, operating earnings grew 37% to $857 million and diluted EPS grew 36% to $2.55, with segment profit growth in all five operating segments. The Pharmaceutical and Specialty Solutions segment, which drives most of the revenue, delivered 23% revenue growth and 26% segment profit growth, while the Other category (including at-Home Solutions, Nuclear and Precision Health Solutions, and OptiFreight Logistics) grew segment profit 60%. Management raised fiscal 2026 non-GAAP diluted EPS guidance to $9.65-$9.85 from $9.30-$9.50, and raised adjusted free cash flow guidance to $3.0-$3.5 billion from $2.75-$3.25 billion. The raise reflects the strong quarter and expected contributions from the Solaris Health acquisition, which is expected to close in early November. Investors should note that the guidance increase is partly offset by higher interest and other expense (raised to about $325 million from about $275 million) due to acquisition financing, and that GAAP net earnings growth (8%) lagged non-GAAP growth (33%) because of acquisition-related costs, amortization, and a lower non-GAAP tax rate. Cash flow also improved sharply, with operating cash flow of $973 million versus a $1.6 billion outflow a year earlier, though this quarter benefited from working capital timing, including a $2.1 billion increase in accounts payable. The filing also flags risks that warrant monitoring, including a Department of Justice investigation focused on potential Anti-Kickback Statute and False Claims Act violations, pressure on branded drug pricing from legislative or executive action, generic deflation, and execution risk from recent and pending acquisitions. The balance sheet shows a shareholders' deficit of $2.7 billion, total debt (long-term obligations plus current portion) rising to about $9.0 billion from about $8.5 billion, and cash rising to $4.6 billion. The company also initiated a $375 million accelerated share repurchase program during the quarter.

Oct 30, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Oct 10, 2025)

Cardinal Health, Inc. (CAH) has entered into a new 364-Day Credit Agreement, effective October 7, 2025, replacing its prior agreement. This new facility provides the company with access to $1.0 billion in revolving credit, extending through October 6, 2026. This ensures continued financial flexibility for general corporate purposes and supports its commercial paper program. A key feature allows for the potential conversion of outstanding loans into non-revolving term loans, payable one year after the agreement's termination date, offering further flexibility in managing its debt obligations.

Oct 10, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Material Agreement (Oct 3, 2025)

Cardinal Health Inc. (CAH) has filed an 8-K report detailing a significant amendment to its receivables financing agreement. On September 30, 2025, Cardinal Health Funding, LLC, along with its subsidiaries and various financial institutions including Wells Fargo Bank, N.A., Liberty Street Funding LLC, The Bank of Nova Scotia, PNC Bank, National Association, Bank of America, National Association, Victory Receivables Corporation, and MUFG Bank, LTD, entered into a First Amendment to their Fifth Amended and Restated Receivables Purchase Agreement, originally dated September 1, 2023. The primary objective and impact of this amendment is to extend the maturity date of the existing receivables financing facility. The agreement's term has been successfully extended to September 28, 2028. This extension provides continued access to a crucial source of funding for the company's operations, offering financial stability and flexibility over the next three years. Investors can view the full details of this amendment as Exhibit 10.1 to the filing.

Oct 3, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Aug 27, 2025)

Cardinal Health, Inc. (CAH) has announced the completion of a significant public offering, raising a total of $1.0 billion through the issuance of new debt. This includes $600 million in 4.500% Notes due 2030 and $400 million in 5.150% Notes due 2035. The primary purpose of this debt issuance is to fund a portion of the consideration and associated expenses for its proposed acquisition of Solaris Health. This strategic move indicates Cardinal Health's commitment to expanding its operations through acquisition. Investors should note the terms associated with this debt. The proceeds are not held in escrow and are available for general corporate purposes pending the closing of the Solaris Health acquisition. However, a critical contingency exists: if the acquisition does not close by August 12, 2026, or if Cardinal Health decides not to proceed with it, the company is obligated to redeem all issued Notes at a premium (101% of principal plus accrued interest). This special mandatory redemption provision acts as a safeguard for noteholders, ensuring their investment is protected in the event the acquisition fails to materialize.

Aug 27, 2025 8-K

Other EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Corporate Update (Aug 14, 2025)

Cardinal Health, Inc. (CAH) announced on August 13, 2025, that it has entered into an underwriting agreement to issue and sell a significant amount of senior notes. This offering comprises $600 million in 4.500% Notes due 2030 and $400 million in 5.150% Notes due 2035, totaling $1 billion in aggregate principal. The issuance is being conducted under a previously effective registration statement filed with the SEC. This debt financing represents a strategic move by Cardinal Health to potentially fund its operations, investments, or refinance existing debt. Investors should note the coupon rates and maturity dates of these new notes, which provide insights into the company's cost of capital and its long-term financial strategy. The aggregate size of the offering indicates a substantial capital raise, and the specific terms will be detailed in the filed underwriting agreement.

Aug 14, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Aug 12, 2025)

Cardinal Health (CAH) reported fiscal 2025 fourth-quarter and full-year results on August 12, 2025, and raised its fiscal 2026 non-GAAP EPS guidance to $9.30–$9.50, up $0.20 from the preliminary range given at its June 2025 Investor Day. Q4 consolidated revenue was roughly flat at $60.2 billion, but that comparison is distorted by a previously communicated customer contract expiration (OptumRx); excluding that impact, revenue grew 21%. Q4 GAAP operating earnings were $428 million (+7%) and GAAP diluted EPS was $1.00, while non-GAAP operating earnings rose 19% to $719 million and non-GAAP diluted EPS rose 13% to $2.08. For the full year, GAAP diluted EPS was $6.45 versus $3.45 in FY24 (which included large goodwill impairments), and non-GAAP EPS grew 9% to $8.24. Note that the raised FY26 guidance partly reflects a non-operating accounting benefit from reclassifying shares held by physicians and management of The Specialty Alliance as liabilities rather than noncontrolling interests. The company also announced that The Specialty Alliance, its multi-specialty MSO, has signed a definitive agreement to acquire Solaris Health, a urology MSO with over 750 providers in 14 states. Cardinal will provide approximately $1.9 billion in cash and will own about 75% of The Specialty Alliance after closing, which is expected by the end of calendar 2025 and is expected to be slightly accretive to non-GAAP EPS in the first 12 months. Financing will combine cash on hand and new debt, and the company plans to focus on debt paydown over 18 to 24 months while maintaining its share repurchase plans and expecting to reach its target leverage range by the end of fiscal 2026. Balance-sheet leverage is clearly rising: long-term obligations grew to $8.0 billion from $4.7 billion, and cash fell to $3.9 billion from $5.1 billion, primarily due to acquisition spending of $5.25 billion for the year. Investors should weigh the strong earnings momentum against the higher debt load and the risk of execution on acquisitions and on pending government drug-pricing and litigation matters, including a DOJ investigation.

Aug 12, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Jun 12, 2025)

Cardinal Health (CAH) used its June 12, 2025 Investor Day to raise its fiscal 2025 non-GAAP diluted EPS guidance to $8.15 to $8.20 (from $8.05 to $8.15), narrow several segment outlooks, and raise adjusted free cash flow guidance to approximately $2 billion (from approximately $1.5 billion). The company also issued preliminary FY26 guidance calling for non-GAAP diluted EPS of $9.10 to $9.30, about 13% growth at the midpoint, and reaffirmed its long-term target of 12% to 14% non-GAAP EPS CAGR for FY26 to FY28. The long-term plan raises the normalized profit growth targets for Pharmaceutical and Specialty Solutions (PSS) to 5% to 7% and for the Other segment to roughly 10%. It also expects at least $10 billion of cumulative adjusted free cash flow over FY26 to FY28, and it raises baseline share repurchases to at least $750 million per year, up from $500 million previously. Capital expenditures are expected to be at least $600 million per year to support growth investments in distribution automation, the Consumer Health Logistics Center, and theranostics. For investors, the key takeaways are the upward revisions to earnings and cash flow, the higher capital return commitment, and a strategic emphasis on higher-margin specialty businesses such as The Specialty Alliance, while the GMPD segment remains a turnaround story with a more modest profit target of $50M+ of annual growth after FY26. The release also notes ongoing risks, including a Department of Justice investigation tied to the Anti-Kickback Statute and False Claims Act, generic drug deflation, and tariff exposure.

Jun 12, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (May 1, 2025)

Cardinal Health reported fiscal Q3 2025 (quarter ended March 31, 2025) results that beat its own run-rate and raised full-year guidance. Reported revenue was flat at $54.9 billion, but this reflects the expiration of a previously communicated customer contract (OptumRx); excluding that impact, revenue grew 19%. GAAP operating earnings rose 98% to $730 million and GAAP diluted EPS was $2.10, though GAAP results were inflated by a $105 million litigation recovery. Non-GAAP operating earnings grew 21% to $807 million and non-GAAP diluted EPS rose 13% to $2.35, driven by segment profit growth across all operating segments. Management raised and narrowed fiscal 2025 non-GAAP EPS guidance to $8.05-$8.15, from $7.85-$8.00. The raise was driven by higher Pharmaceutical and Specialty Solutions segment profit growth (now 11.5%-12.5%) and stronger Other segment profit growth (16%-18%), including the completed acquisition of Advanced Diabetes Supply Group. Lower interest and other expense guidance and a slightly reduced share count (~242 million) also contributed. Management reiterated expectations for double-digit non-GAAP EPS growth in fiscal 2026, but trimmed its GMPD segment outlook to be at least consistent with fiscal 2025 levels, citing macro uncertainty. Investors should note that operating cash flow for the quarter was strong at $2.9 billion, but year-to-date cash generation remains modest at $870 million GAAP operating cash flow, and the company's shareholders' deficit persists. Ongoing risks include the Department of Justice investigation into Anti-Kickback Statute and False Claims Act issues, branded drug pricing pressures, tariff exposure, and generic deflation. Further detail on fiscal 2026 expectations is expected at the June 12, 2025 Investor Day.

May 1, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Executive Changes (Mar 10, 2025)

Cardinal Health (NYSE: CAH) filed a Form 8-K on March 10, 2025 to disclose that its Board of Directors elected two new independent directors, Robert W. Musslewhite and Sudhakar Ramakrishna, effective March 7, 2025. This is a governance update rather than a financial disclosure: the filing contains no financial results, guidance, transaction terms, or material operational changes. Both directors will serve until the 2025 annual meeting of shareholders, and the Board has determined that each is independent under NYSE rules and the Exchange Act. Mr. Musslewhite, former CEO of Definitive Healthcare Corp. and previously of OptumInsight and The Advisory Board Company, joins the Audit and Human Resources and Compensation Committees. He brings experience in healthcare data, analytics, and technology. Mr. Ramakrishna, President and CEO of SolarWinds Corporation, joins the Audit and Risk Oversight Committees and brings technology leadership and cybersecurity expertise, which is relevant to a company with large, complex distribution and data operations. For investors, the filing signals a board refresh with a focus on technology, data, and cybersecurity, areas the company's leadership said will be important as its operating environment evolves. Both directors receive compensation consistent with other non-employee directors, and the filing discloses no related-party transactions under Item 404(a). The appointments are unlikely to have a near-term impact on earnings or valuation, but they may matter for oversight of technology and risk as the company executes its strategy.

Mar 10, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Financial Results (Jan 30, 2025)

Cardinal Health (CAH) reported second-quarter fiscal 2025 results (quarter ended December 31, 2024) alongside a raised full-year non-GAAP EPS outlook. Consolidated revenue fell 4% to $55.3 billion, but this decline reflects the previously communicated expiration of a large customer contract (OptumRx); excluding that impact, revenue grew 16%. GAAP operating earnings rose 9% to $549 million and GAAP diluted EPS was $1.65 (up 10%). Non-GAAP operating earnings rose 9% to $635 million, led by the Pharmaceutical and Specialty Solutions segment, while non-GAAP diluted EPS grew only 2% to $1.93, held back by higher interest and other expense from acquisition financing. Management raised fiscal 2025 non-GAAP diluted EPS guidance to $7.85-$8.00 from $7.75-$7.90, reflecting the completed acquisitions of Integrated Oncology Network and a majority stake in GI Alliance. Pharmaceutical and Specialty Solutions segment profit growth guidance was raised to 10%-12% from 4%-6%, while GMPD segment profit guidance was cut to $130-$150 million from $140-$175 million due to a second-quarter write-off of uncollectible receivables in the WaveMark business. Interest and other expense guidance was raised to $200-$230 million from $140-$170 million, driven by $2.9 billion in new debt financing. Investors should weigh the strong underlying growth and guidance raise against balance sheet and cash flow considerations. Year-to-date operating cash flow was negative $2.0 billion (versus positive $1.7 billion a year earlier), driven by inventory build and payables timing, and non-GAAP adjusted free cash flow was negative $1.6 billion. Total debt rose from roughly $5.1 billion to $7.6 billion, and shareholders' deficit remained at $2.9 billion.

Jan 30, 2025 8-K

Regulation FD

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Jan 14, 2025)

Cardinal Health Inc. (CAH) has announced an upward revision to its fiscal year 2025 non-GAAP diluted earnings per share (EPS) guidance. The company now expects its non-GAAP EPS to be toward the high end of its previously stated range of $7.75 to $7.90. This positive adjustment is primarily attributed to the sustained strong performance within its Pharmaceutical and Specialty Solutions segment. Investors should note that the company will be presenting at the JP Morgan 43rd Annual Healthcare Conference on January 14, 2025, where further commentary on this update is expected. Additionally, more comprehensive details regarding fiscal year 2025 expectations will be provided during the second quarter earnings call scheduled for January 30, 2025. The company emphasizes that it does not provide forward-looking guidance on a GAAP basis due to the unavailability of certain significant financial information.

Jan 14, 2025 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Dec 9, 2024)

Cardinal Health, Inc. (CAH) has entered into a new $1.0 billion Term Loan Credit Agreement with Bank of America, N.A., as Administrative Agent. This new facility is designed to provide funding for the cash consideration and related expenses associated with its previously announced acquisitions of The GI Alliance Holdings, LLC and Advanced Diabetes Supply Group. The credit agreement is set to terminate on November 10, 2025, unless certain conditions related to the consummation of these acquisitions are met earlier. Once drawn, the loans will mature three years after the borrowing date, subject to acceleration under specific circumstances.

Dec 9, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Material Agreement (Nov 22, 2024)

Cardinal Health, Inc. (CAH) has filed an 8-K report detailing a significant debt financing event. The company successfully completed a public offering, raising a total of $2.85 billion through the issuance of four tranches of senior notes with varying maturity dates and interest rates. These notes include $500 million in 4.700% Notes due 2026, $750 million in 5.000% Notes due 2029, $1 billion in 5.350% Notes due 2034, and $650 million in 5.750% Notes due 2054. The primary purpose of this debt issuance is to fund a portion of the consideration for two anticipated acquisitions: The GI Alliance Holdings, LLC (GIA Acquisition) and Advanced Diabetes Supply Group. This strategic move signals Cardinal Health's intent to expand its operations through targeted acquisitions. The company also disclosed that if the GIA Acquisition is not consummated by a specified date, or if the company decides not to proceed, it will be required to redeem these notes at a premium (101% of principal plus accrued interest), indicating a contingency plan tied to the success of the GIA Acquisition.

Nov 22, 2024 8-K

Other EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Corporate Update (Nov 18, 2024)

On November 13, 2024, Cardinal Health, Inc. (CAH) entered into an underwriting agreement with BofA Securities, J.P. Morgan Securities, and Wells Fargo Securities, acting as representatives of the underwriters, for the sale of $2.9 billion in aggregate principal amount of senior notes across four tranches. The offering was made under the company's effective Form S-3 shelf registration (No. 333-268237). The offering spans maturities from 2026 to 2054: $500 million of 4.700% notes due 2026, $750 million of 5.000% notes due 2029, $1.0 billion of 5.350% notes due 2034, and $650 million of 5.750% notes due 2054. The 2034 tranche is the largest, and the 2054 tranche provides long-dated financing at the highest coupon in the deal. The filing reflects a debt issuance rather than an equity raise, so it does not dilute existing shareholders. The 8-K itself does not disclose the use of proceeds, pricing details, or the company's leverage targets. Investors should review the full Underwriting Agreement (Exhibit 1.1) and the company's subsequent disclosures for the intended use of proceeds, such as refinancing existing debt, and for the effect on interest expense and the balance sheet.

Nov 18, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Material Agreement (Nov 12, 2024)

On November 11, 2024, Cardinal Health (CAH) agreed to acquire approximately 71% of GI Alliance (GIA), the largest gastroenterology management services organization in the U.S., for about $2.8 billion in cash, subject to adjustment. The deal is subject to HSR antitrust clearance and other customary closing conditions, and the company expects it to close in early calendar 2025. Cardinal also agreed to acquire the Advanced Diabetes Supply Group (ADSG) for roughly $1.1 billion in cash, which will merge into its at-Home Solutions business. Management says both deals should be accretive to revenue, segment profit growth and non-GAAP EPS within 12 months of closing, and expects to reflect them in fiscal 2025 guidance upon close. The transactions are financed through a $2.9 billion 364-day senior unsecured bridge facility from Bank of America, plus cash on hand and new debt. Closing is not conditioned on financing. Cardinal plans to pay down debt over the next 18 to 24 months while preserving its investment-grade ratings and said the deleveraging will not change previously outlined fiscal 2025 share repurchases. The 8-K also discloses a $20 million termination fee in certain circumstances and a call right, beginning on the third anniversary of the GIA closing, to buy the remaining GIA equity at fair market value. The filing signals a strategic push into specialty and home-based care, building on recent acquisitions of Specialty Networks and Integrated Oncology Network. Investors should weigh the meaningful leverage increase against the expected earnings contribution, and note that the Merger Agreement's representations are contract terms rather than verified facts about the companies. A June 12, 2025 Investor Day has been scheduled to provide more detail.

Nov 12, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Shareholder Vote Results (Nov 7, 2024)

Cardinal Health, Inc. (CAH) filed an 8-K report detailing the results of its 2024 Annual Meeting of Shareholders, held on November 6, 2024. The primary focus of the filing is the outcome of four key proposals voted upon by shareholders. Notably, all ten director nominees were elected to the board, indicating strong shareholder confidence in the current leadership and governance structure. Shareholders also approved, on a non-binding advisory basis, the compensation of the company's named executive officers, often referred to as the 'say-on-pay' vote, with a majority in favor. The ratification of Ernst & Young LLP as the independent auditor for the upcoming fiscal year also received overwhelming support. However, a shareholder proposal aimed at prohibiting the re-nomination of directors who fail to receive a majority vote was not approved, suggesting a preference among shareholders for the current director nomination and election process. Overall, the filing shows positive shareholder sentiment towards board composition, executive compensation, and auditor selection, while indicating a rejection of a specific governance change proposal.

Nov 7, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Financial Results (Nov 1, 2024)

Cardinal Health (CAH) reported first-quarter fiscal 2025 results (quarter ended September 30, 2024) that beat on profitability and led management to raise its full-year non-GAAP EPS guidance. Reported revenue fell 4% to $52.3 billion, but revenue rose 15% excluding the previously announced expiration of a large customer contract (OptumRx). GAAP operating earnings were $568 million and GAAP diluted EPS was $1.70, compared with a GAAP operating loss in the prior year that included a $585 million goodwill impairment in the Global Medical Products and Distribution (GMPD) segment. Non-GAAP operating earnings rose 12% to $625 million, and non-GAAP diluted EPS rose 9% to $1.88, helped by a lower share count from buybacks. The quarter's strength came mainly from the Pharmaceutical and Specialty Solutions (PSS) segment, where profit grew 16% to $530 million on brand and specialty product growth, an early start to COVID-19 vaccine distribution, and generics performance. Management raised fiscal 2025 non-GAAP EPS guidance to $7.75–$7.90 from $7.55–$7.70 and lifted PSS segment profit growth to 4%–6% from 1%–3%. Offsetting this, GMPD segment profit fell to $8 million and its full-year outlook was cut to $140–$175 million from about $175 million, mainly due to higher health and welfare costs. Adjusted free cash flow was negative $1.36 billion in the quarter, but full-year guidance was raised to $1.0–$1.5 billion. Investors should also note the balance sheet and capital allocation moves. Cash fell to $2.87 billion from $5.13 billion at June 30, 2024, reflecting a $1.65 billion operating cash outflow driven by working capital, including a $1.39 billion decline in accounts payable. The company completed a $375 million accelerated share repurchase in October and has a pending $1.1 billion cash acquisition of Integrated Oncology Network (ION). The filing also notes continuing risks, including a Department of Justice investigation into potential Anti-Kickback Statute and False Claims Act violations, IRS audits, and drug pricing uncertainty.

Nov 1, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Oct 10, 2024)

Cardinal Health Inc. (CAH) has entered into a new 364-Day Credit Agreement, securing access to a $1.0 billion revolving credit facility maturing on October 7, 2025. This facility is intended for general corporate purposes and will back the company's commercial paper program. The agreement includes standard covenants, with a key financial covenant requiring a Consolidated Net Leverage Ratio of no greater than 3.75 to 1.00. Additionally, the company has amended its Issuing and Paying Agency Agreement to increase the maximum principal amount of commercial paper notes outstanding from $2.0 billion to $3.0 billion. These actions indicate a proactive approach to managing liquidity and financing needs.

Oct 10, 2024 8-K

Leadership Changes

CARDINAL HEALTH INC 8-K Report, Executive Changes (Sep 9, 2024)

Cardinal Health, Inc. (CAH) filed an 8-K report announcing the decision of two Board of Directors members, Steven K. Barg and Sujatha Chandrasekaran, not to stand for re-election at the upcoming 2024 annual shareholder meeting. Both directors, who joined the board in 2022 as part of a cooperation agreement with Elliott Associates, will continue their service until the meeting concludes. Their departure is stated to be unrelated to any disagreements with the company's operations or policies. Mr. Barg served on the now-sunsetted Business Review Committee and currently sits on the Governance and Sustainability Committee, while Ms. Chandrasekaran is a member of the Audit and Risk Oversight Committees. The company expressed gratitude for their contributions during their tenure.

Sep 9, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Aug 14, 2024)

Cardinal Health reported fourth-quarter fiscal 2024 (quarter ended June 30, 2024) revenue of $59.9 billion, up 12% year over year, with GAAP operating earnings of $401 million and GAAP diluted EPS of $0.96. Non-GAAP operating earnings rose 14% to $605 million and non-GAAP diluted EPS rose 29% to $1.84, helped by segment profit growth in Global Medical Products and Distribution (GMPD) and Pharmaceutical and Specialty Solutions (PSS), lower interest and other expense, a lower non-GAAP tax rate, and a smaller share count. For full fiscal 2024, revenue reached $226.8 billion (up 11%), GAAP diluted EPS was $3.45, and non-GAAP diluted EPS was $7.53 (up 29%). Operating cash flow ($3.8 billion) and adjusted free cash flow ($3.9 billion) both hit record levels. Management raised its fiscal 2025 non-GAAP EPS guidance to $7.55 to $7.70, from a preliminary floor of at least $7.50, and lifted the PSS segment profit growth outlook to 1% to 3%. Guidance also reflects a roughly $39 billion revenue headwind from the OptumRx contract expiration, which is expected to cut PSS revenue by 4% to 6%. Share repurchases for fiscal 2025 were increased by $250 million to $750 million, tied to at least $500 million of near-term value creation from GMPD through simplification and working-capital actions. The company reiterated a fiscal 2026 GMPD segment profit target of about $300 million. Investors should note that GAAP results remain depressed by $675 million of GMPD goodwill impairments in fiscal 2024, and that the company disclosed immaterial revisions to prior-period financials tied to a revenue recognition error in the at-Home Solutions segment. Other items to watch include ongoing opioid-related litigation and the DOJ investigations referenced in the forward-looking statements.

Aug 14, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (May 2, 2024)

Cardinal Health reported fiscal Q3 2024 (quarter ended March 31, 2024) revenue of $54.9 billion, up 9% year over year, driven by Pharmaceutical and Specialty Solutions (PSS) growth. Non-GAAP operating earnings rose 10% to $666 million and non-GAAP diluted EPS rose 20% to $2.08, helped by growth in PSS and Global Medical Products and Distribution (GMPD) profit and a lower share count. On a GAAP basis, results were weaker: operating earnings fell 36% to $367 million and diluted EPS fell 22% to $1.05, mainly because of a $90 million non-cash goodwill impairment in GMPD tied to a reporting-structure change. Year-to-date impairments total $671 million for GMPD. Management raised and narrowed fiscal 2024 non-GAAP EPS guidance to $7.30 to $7.40, from $7.20 to $7.35, and lifted the PSS segment profit growth outlook to 8.5% to 9.5%. It also gave preliminary fiscal 2025 non-GAAP EPS guidance of at least $7.50, with PSS segment profit growth of at least 1% and GMPD segment profit of about $175 million. Cash generation is a watch item. Q3 operating cash flow was negative $49 million and non-GAAP adjusted free cash flow was only $85 million, versus $1.3 billion a year earlier. Year-to-date operating cash flow was $1.7 billion, down from $2.0 billion, and the company funded a $1.19 billion acquisition (Specialty Networks) with new debt and cash. Overall, the filing shows solid non-GAAP earnings momentum and a raised outlook, with the GMPD turnaround still early and quarterly cash flow lumpy. Investors will likely focus on whether GMPD profit improvement continues, whether working capital and free cash flow recover in the fourth quarter, and how the FY25 guidance holds up. The company does not provide GAAP guidance, so the gap between GAAP and non-GAAP results (driven by impairments, restructuring, acquisition costs and litigation) remains important to track.

May 2, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Apr 23, 2024)

On April 23, 2024, Cardinal Health furnished voluntary, unaudited recast segment results under its new reporting structure, effective in the third quarter of fiscal 2024. The company consolidated its prior segments into two reportable segments, Pharmaceutical and Specialty Solutions (PSS) and Global Medical Products and Distribution (GMPD). Nuclear and Precision Health Solutions, at-Home Solutions, and OptiFreight Logistics are reported as Other. The filing states that the recast is not a restatement and does not change previously reported consolidated revenue, operating earnings, net earnings, or diluted EPS. Its effect is limited to segment presentation, including changes to inter-segment revenue eliminations and the allocation of shared corporate expenses. The recast data shows that PSS is the dominant and growing business. PSS revenue reached $188.8 billion in fiscal 2023, up 15% from fiscal 2022, and grew 12% in Q2 fiscal 2024 with $53.2 billion of quarterly revenue. Its fiscal 2024 year-to-date segment profit was $961 million, up 15% on a year-over-year basis. GMPD revenue has been declining, falling 8% to $12.2 billion in fiscal 2023, and it has been loss-making at the segment level, with a fiscal 2023 segment loss of $162 million. Its first-half fiscal 2024 segment result was roughly breakeven, a clear improvement from the prior-year first half. Total segment profit rose 29% year-to-date in fiscal 2024, to $1.17 billion, driven mainly by PSS and the GMPD turnaround. For investors, the key takeaway is that the new structure gives clearer visibility into the core pharmaceutical distribution engine and into the progress of the medical products business. Because the filing reports only unaudited segment data and does not update guidance or consolidated financials, investors should treat the recast as a basis for future segment comparisons rather than as new information about overall profitability.

Apr 23, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Apr 22, 2024)

Cardinal Health (NYSE: CAH) disclosed in an April 22, 2024 news release that its pharmaceutical distribution contracts with OptumRx, which expire at the end of June 2024, will not be renewed. OptumRx accounted for 16% of consolidated fiscal 2023 revenue, with roughly 90% of those sales serviced by the Pharmaceutical Distribution business, mainly non-specialty bulk shipments to Optum's mail dispensing facilities. Management notes these sales carry a meaningfully lower operating margin than the Pharmaceutical and Specialty Solutions segment overall, so the revenue loss is larger than the profit loss on a proportional basis. Despite the nonrenewal, Cardinal reaffirmed its fiscal 2024 non-GAAP diluted EPS guidance of $7.20 to $7.35 and its long-term targets: 4% to 6% segment profit CAGR for Pharmaceutical and Specialty Solutions, and 12% to 14% consolidated non-GAAP EPS CAGR, both for fiscal 2024 to 2026 against a fiscal 2023 baseline. The company has not yet issued fiscal 2025 guidance but expects growth in both segment profit and non-GAAP EPS in fiscal 2025, partly offset through new customer wins, specialty growth and other actions. Cash flow is the main near-term pressure point. Cardinal continues to expect average adjusted free cash flow of about $2 billion over fiscal 2024 to 2026, but expects fiscal 2025 to be lower than average due to the unwinding of negative net working capital tied to the OptumRx contract and day-of-the-week timing. Investors should watch the upcoming earnings call for the company's detailed fiscal 2025 outlook and quantification of the OptumRx impact.

Apr 22, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

CARDINAL HEALTH INC 8-K Report, Executive Changes (Feb 28, 2024)

Cardinal Health (NYSE: CAH) filed an 8-K on February 28, 2024 reporting a routine board change: the Board elected Robert "Bob" Azelby as an independent director, effective March 1, 2024. He will serve until the 2024 annual meeting and has been appointed to the Board's Risk Oversight Committee. The filing states he will receive the same compensation as Cardinal's other non-employee directors, as described in the 2023 proxy statement, and that he has no undisclosed related-person transactions under Item 404(a) of Regulation S-K. Mr. Azelby brings more than 30 years of biopharmaceutical and specialty-industry experience. He is the former President and CEO of Eliem Therapeutics, previously served as CEO of Alder BioPharmaceuticals, was Chief Commercial Officer at Juno Therapeutics, and spent 15 years in commercial roles at Amgen. He currently sits on the boards of ADC Therapeutics and Autolus Therapeutics. The company framed the appointment as strengthening the board's expertise in specialty pharmaceuticals and oncology, areas that align with Cardinal's pharmaceutical distribution and specialty-solutions businesses. For investors, this is a governance update with no reported financial impact. The filing contains no earnings, guidance, or transaction disclosures. Its main significance is the addition of a director with specialty pharma commercial experience, relevant to the company's strategic priorities as described by CEO Jason Hollar. The news release was furnished under Item 7.01 (Regulation FD), so it is not treated as filed for Exchange Act liability purposes.

Feb 28, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Feb 20, 2024)

Cardinal Health, Inc. (CAH) has filed an 8-K report detailing a significant financing event. On February 20, 2024, the company successfully completed a public offering of new debt securities, raising a total of $1.15 billion. This offering consisted of $650 million in 5.125% Notes due in 2029 and $500 million in 5.450% Notes due in 2034. The issuance of these notes represents a material definitive agreement and the creation of a direct financial obligation for the company. The proceeds from this offering are expected to be used for general corporate purposes. This action signals the company's ongoing strategy to manage its capital structure and fund its operations.

Feb 20, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Feb 1, 2024)

Cardinal Health (CAH) reported second-quarter fiscal 2024 results for the quarter ended December 31, 2023, showing strong top-line and non-GAAP earnings growth alongside a raised full-year non-GAAP EPS outlook. Revenue rose 12% year over year to $57.4 billion, led by the Pharmaceutical segment, where revenue grew 12% to $53.5 billion and segment profit rose 12% to $518 million. Non-GAAP operating earnings increased 20% to $562 million and non-GAAP diluted EPS rose 38% to $1.82, helped by higher operating earnings, a lower share count from buybacks, lower interest expense and a lower non-GAAP tax rate. GAAP diluted EPS was $1.43, reflecting the Medical segment's goodwill and asset impairment charges recorded in the prior year and this year's smaller impairment activity. Management raised fiscal 2024 non-GAAP EPS guidance to $7.20–$7.35 from $6.75–$7.00 and now targets roughly $2.5 billion of non-GAAP adjusted free cash flow, up from about $2.0 billion. The company also announced a planned acquisition of Specialty Networks, a technology-enabled multi-specialty group purchasing and practice enhancement organization, and disclosed a preliminary recast of its segments effective January 1, 2024. Under the new structure, the former Medical segment is split between GMPD (Global Medical Products and Distribution, which still carries negative FY23 segment profit) and the Other category, which includes at-Home Solutions. The former Pharmaceutical segment becomes Pharmaceutical and Specialty Solutions, with a 7% to 9% segment profit growth outlook. Investors should note that the Medical improvement plan, the ongoing portfolio review, opioid-related litigation and the pending acquisition all carry execution and regulatory risk.

Feb 1, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Jan 9, 2024)

Cardinal Health (CAH) issued an 8-K on January 9, 2024 announcing progress on its ongoing business and portfolio review, an updated enterprise operating and segment reporting structure effective January 1, 2024, and a raised fiscal 2024 non-GAAP diluted EPS outlook. The company completed its review of the growth businesses within the Medical Segment, deciding to invest in and further develop at-Home Solutions (a $2.6B revenue home medical supplies provider) and OptiFreight Logistics (a $250M revenue healthcare logistics business), while the review of Global Medical Products and Distribution (GMPD) continues under the Medical Improvement Plan. The reporting structure is being reorganized into two reportable segments, Pharmaceutical and Specialty Solutions and GMPD, with at-Home Solutions, OptiFreight Logistics, and Nuclear and Precision Health Solutions moved into a new "Other" category. Reporting under the new structure begins with fiscal Q3 2024, and fiscal Q2 2024 results will still be reported on the former segment basis on February 1, 2024. Management also reiterated long-term non-GAAP diluted EPS growth of 12% to 14% and provided pro-forma long-term segment targets. The fiscal 2024 non-GAAP diluted EPS guidance was moved to the high end of its $6.75 to $7.00 range, driven mainly by favorability in Interest and Other expense and diluted share count, supported by strong cash flow and a new $250M accelerated share repurchase. The company also said fiscal Q2 2024 Medical segment profit will be roughly flat with Q1 due to anticipated non-recurring adjustments, though it stated these do not affect progress toward its fiscal 2026 targets, including at least $650M of Medical Improvement Plan segment profit.

Jan 9, 2024 8-K

CARDINAL HEALTH INC 8-K Report, Shareholder Vote Results (Nov 16, 2023)

Cardinal Health, Inc. reported the results of its 2023 Annual Meeting of Shareholders, held on November 15, 2023, in this Item 5.07 Current Report. All 11 director nominees were elected to serve until the 2024 Annual Meeting. Shareholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending June 30, 2024, and approved, on a non-binding advisory basis, the compensation of the named executive officers. Shareholders voted on the frequency of future say-on-pay votes, with 196,230,933 votes for one year, 302,493 for two years, and 3,230,365 for three years. Based on these results and its past practice, the Company will continue to hold annual say-on-pay votes until the next required say-on-frequency vote, no later than the 2029 Annual Meeting. Two shareholder proposals were not approved: one requiring executives to retain significant stock, and one requiring shareholder ratification of excessive termination pay. The filing is a voting-results disclosure with no financial results, guidance, or transaction terms. Its most notable investor-relevant signals are the modest shareholder support for Gregory B. Kenny (188,012,537 for versus 11,795,961 against) and the say-on-pay result of 182,671,067 for versus 16,863,757 against.

Nov 16, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Nov 3, 2023)

Cardinal Health (CAH) reported first-quarter fiscal 2024 results (quarter ended September 30, 2023) with revenue up 10% to $54.8 billion, driven by 11% growth in the Pharmaceutical segment to $51.0 billion. GAAP results were weak: the company recorded a non-cash, pre-tax goodwill impairment of $581 million in its Medical segment, producing a GAAP operating loss of $14 million and GAAP diluted EPS of $0.02. The impairment reflects a higher risk-free discount rate used in the goodwill test, not a deterioration in current operations alone, though management notes it reflects changes to the long-term plan and rate sensitivity. Underlying operating performance was strong. Non-GAAP operating earnings rose 35% to $571 million, non-GAAP diluted EPS increased 44% to $1.73, and Pharmaceutical segment profit grew 18% to $507 million. Medical segment profit swung to $71 million from a $8 million loss, helped by net inflation mitigation, even though Medical revenue was flat at $3.8 billion amid lower PPE volumes and pricing. Adjusted free cash flow was $995 million versus $342 million a year earlier, and the company completed a $500 million accelerated share repurchase during the quarter. Management raised fiscal 2024 non-GAAP diluted EPS guidance to $6.75–$7.00 from $6.50–$6.75, lifted Pharmaceutical segment profit growth expectations to 7%–9% from 4%–6%, and lowered interest and other expense guidance to $100–$120 million. Investors should weigh the strong non-GAAP momentum and guidance raise against the GAAP impairment, the shareholder's deficit of $3.49 billion, and the reliance on non-GAAP adjustments, which exclude recurring-looking items such as litigation and restructuring.

Nov 3, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

CARDINAL HEALTH INC 8-K Report, Material Agreement (Sep 6, 2023)

Cardinal Health Inc. (CAH) announced a significant amendment and restatement to its receivables purchase agreement on September 1, 2023. This strategic move involves adding a new subsidiary, Cardinal Health 23 Funding, LLC (CH-23 Funding), as an additional seller of receivables under its $1.0 billion committed receivables sales facility. Furthermore, the company has appointed another subsidiary, Cardinal Health 23, LLC (CH-23), as the new servicer for this facility, replacing Griffin Capital. These changes are expected to enhance the efficiency and structure of Cardinal Health's receivables financing operations. In conjunction with this amendment, the Company has also entered into a Performance Guaranty to back the obligations of its affiliated originators and CH-23 as the servicer. This guaranty includes compliance with certain financial covenants, indicating a commitment to the new servicing arrangement and the overall financial health of the program. Investors should view this as a procedural update aimed at optimizing the company's financing capabilities.

Sep 6, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Aug 15, 2023)

Cardinal Health reported fiscal Q4 and full-year 2023 results (quarter ended June 30, 2023) that landed at the high end of the guidance it gave at its June 2023 Investor Day. Q4 revenue rose 13% to $53.5 billion, and non-GAAP operating earnings grew 24% to $560 million. Non-GAAP diluted EPS rose 48% to $1.55. GAAP results were weak, with a diluted loss of $0.25 per share in the quarter, because of a non-cash $368 million goodwill impairment in the Medical segment. For the full fiscal year, GAAP diluted EPS was $1.00 after $1.2 billion of cumulative Medical goodwill impairments, while non-GAAP diluted EPS rose 14% to a record $5.79. The Pharmaceutical segment drove the quarter, with segment profit up 12% to $504 million on 15% revenue growth, supported by generics performance and brand/specialty growth. The Medical segment swung to a profit of $82 million from a loss the prior year, helped by net inflation mitigation and normalizing PPE margins, but full-year Medical segment profit fell 49% to $111 million and revenue declined 5%. Cash generation was strong, with operating cash flow and non-GAAP adjusted free cash flow both at $2.8 billion in the quarter. The company returned over $2.5 billion to shareholders in fiscal 2023. Management raised fiscal 2024 non-GAAP EPS guidance by $0.05 to $6.50-$6.75, mainly on higher expected Pharmaceutical segment profit. Pharmaceutical revenue guidance was also raised, driven by GLP-1 drug growth that contributes little to segment profit. Medical segment profit guidance of about $400 million was reiterated, and the company announced a quarterly dividend of $0.5006 per share. Board member Carrie S. Cox, a director since 2009, will not stand for re-election at the 2023 annual meeting, with no disagreement with the company cited.

Aug 15, 2023 8-K

Corporate ChangesExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Regulation FD Disclosure (Jun 8, 2023)

Cardinal Health (CAH) used its June 8, 2023 Investor Day to narrow fiscal 2023 non-GAAP diluted EPS guidance to $5.65 to $5.80 (from $5.60 to $5.80), implying about 13% growth at the midpoint, and to issue preliminary fiscal 2024 non-GAAP diluted EPS guidance of $6.45 to $6.70, about 15% growth at the midpoints. The company also set long-term targets of 12% to 14% non-GAAP diluted EPS CAGR for FY24 to FY26, with Pharmaceutical segment profit growth raised to 4% to 6% from low-to-mid single digits. The Medical Improvement Plan timeline was extended: the $650M+ segment profit target is now expected by FY26, versus the prior FY25 target. The company disclosed a possible goodwill impairment of up to $1.1 billion on the Medical Unit, which is a material risk to GAAP results even though it is non-cash and would not affect non-GAAP EPS. Strategically, Cardinal is prioritizing Specialty as its main long-term growth driver, launching the Navista Network for community oncologists, merging Outcomes into Transaction Data Systems, and retaining Nuclear & Precision Health Solutions rather than divesting it. Capital returns were expanded. The board approved a new $3.5B repurchase authorization running through December 31, 2027, bringing total repurchase capacity to $4.75B. Management plans at least $2.0B of repurchases over three years, and expects roughly $2.0B of adjusted free cash flow in FY24. Investors should weigh the EPS growth outlook and capital return commitments against the goodwill impairment risk, the Medical segment's slower growth, and ongoing opioid litigation and DOJ investigation risks.

Jun 8, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Bylaw Amendment (May 11, 2023)

Cardinal Health, Inc. (CAH) filed an 8-K on May 11, 2023, primarily to announce an amendment and restatement of its Code of Regulations, effective immediately. The core purpose of these amendments is to align the Company's procedures with the U.S. Securities and Exchange Commission's (SEC) new "universal proxy" rules (Rule 14a-19). This update is crucial for shareholders intending to nominate directors for consideration at the company's meetings.

May 11, 2023 8-K

Earnings & ResultsMaterial AgreementsRegulation FD+1

CARDINAL HEALTH INC 8-K Report, Material Agreement (May 4, 2023)

Cardinal Health reported fiscal third-quarter 2023 results (quarter ended March 31, 2023) with revenue of $50.5 billion, up 13% year over year, and raised its fiscal 2023 non-GAAP diluted EPS guidance to $5.60 to $5.80 from $5.20 to $5.50. Non-GAAP diluted EPS rose 20% to $1.74, driven by a 23% increase in Pharmaceutical segment profit to $600 million and helped by a lower share count and lower interest expense. GAAP diluted EPS was $1.34, reflecting the Medical segment's continued weakness and related charges. The Medical segment's revenue fell 5% to $3.7 billion, and its segment profit dropped 66% to $20 million. Management now expects Medical segment profit to decline about 50% for the fiscal year, versus its prior outlook of flat to down 20%. Year-to-date GAAP results include $863 million of pre-tax goodwill impairments in the Medical segment. On capital allocation, Cardinal completed a $250 million accelerated share repurchase in the quarter, bringing fiscal year-to-date buybacks to $1.5 billion. It also raised its adjusted free cash flow guidance to $2.0 to $2.3 billion. The company extended its cooperation agreement with Elliott Investment Management and its Business Review Committee through July 15, 2024, which signals that the comprehensive strategy, portfolio, and capital allocation review is ongoing. Investors should watch the June 8, 2023 Investor Day for updates on long-term outlook and portfolio decisions.

May 4, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Material Agreement (Mar 2, 2023)

Cardinal Health, Inc. (CAH) filed an 8-K on March 1, 2023, detailing a significant update to its financing structure. The company entered into a Third Amended and Restated Five-Year Credit Agreement, which provides access to a $2.0 billion revolving credit facility and extends its term to February 25, 2028. This refinancing enhances the company's financial flexibility and liquidity. The agreement includes customary covenants, with a key financial covenant requiring a Consolidated Net Leverage Ratio of no greater than 3.75 to 1.00. Notably, the new credit agreement incorporates provisions for Environmental, Social, and Governance (ESG) targets, allowing for potential adjustments to facility fees and margins based on performance. This demonstrates Cardinal Health's commitment to integrating ESG considerations into its financing. The facility backs the company's commercial paper program and is available for general corporate purposes, underscoring its importance for ongoing operational needs.

Mar 2, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Feb 2, 2023)

Cardinal Health (CAH) reported second-quarter fiscal 2023 results (quarter ended December 31, 2022) with revenue up 13% year over year to $51.5 billion, driven by a 15% increase in Pharmaceutical segment revenue to $47.7 billion. GAAP results were weak: the company recorded a non-cash, pre-tax goodwill/asset impairment of $709 million tied to its Medical segment, producing a GAAP operating loss of $119 million and a GAAP diluted loss of $0.50 per share. Excluding the impairment and other adjusting items, non-GAAP operating earnings were flat at $467 million and non-GAAP diluted EPS rose 4% to $1.32, helped by lower interest expense and a lower share count, partly offset by a higher non-GAAP tax rate. Segment performance was divergent. Pharmaceutical segment profit grew 9% to $464 million on brand and specialty product contribution and generics program performance, partly offset by supply chain inflation. Medical segment revenue fell 7% to $3.8 billion and segment profit collapsed 66% to $17 million, reflecting lower Products and Distribution volumes and PPE pricing, with at-Home Solutions growth only partly offsetting. Management raised fiscal 2023 non-GAAP EPS guidance to $5.20–$5.50 from $5.05–$5.40, mainly on a raised Pharmaceutical segment profit outlook (4%–6.5% growth) and lower expected interest and other expense, while reiterating confidence in the Medical Improvement Plan. Balance sheet and capital allocation items also matter for investors. Year-to-date share repurchases reached $1.25 billion after completing a $1 billion accelerated share repurchase and launching a new $250 million program. Cash and equivalents declined to $3.65 billion from $4.72 billion at June 30, 2022, and the company carries a shareholders' deficit of $(2.2) billion. The company also named Aaron Alt as CFO effective February 10, 2023, and plans an Investor Day on June 8, 2023 to address long-term outlook and conclusions from its Business Review Committee review.

Feb 2, 2023 8-K

CARDINAL HEALTH INC 8-K Report, Executive Changes (Dec 19, 2022)

Cardinal Health's board on December 16, 2022 elected Aaron E. Alt, 51, as Chief Financial Officer, effective February 10, 2023. He succeeds interim CFO Patricia M. English, who will remain in the interim role until his start date. Alt most recently served as EVP and CFO of Sysco Corporation since December 2020, where the company says he drove significant improvements to the balance sheet and underlying profitability. Earlier roles include CFO of Sally Beauty Holdings and senior operational and finance positions at Target Corporation and Sara Lee Corporation. For investors, the filing is primarily a leadership transition rather than a financial disclosure. Alt will report to CEO Jason Hollar as a member of the Executive Committee and will oversee financial strategy, capital deployment, treasury, tax, investor relations, accounting, reporting, and corporate development. The filing does not disclose the reasons for the CFO change or any change to guidance or results. Continuity of capital allocation and balance sheet management is the key area to watch after the transition. Alt's offer package is sizable and partly designed to replace compensation forfeited at Sysco. It includes an annual base salary of $825,000, a target bonus of 110% of salary, and target long-term incentives of $3.5 million. It also includes a $1.0 million cash sign-on bonus, a $2.5 million performance share unit grant vesting over a three-year performance period, a $1.0 million time-vesting RSU grant vesting ratably over three years, and a $250,000 relocation lump sum. Full terms are in Exhibit 10.1, and the standard Confidentiality and Business Protection Agreement is Exhibit 10.2.

Dec 19, 2022 8-K

CARDINAL HEALTH INC 8-K Report, Shareholder Vote Results (Nov 10, 2022)

Cardinal Health, Inc. (CAH) filed an 8-K on November 9, 2022, reporting the outcomes of its 2022 Annual Meeting of Shareholders held on November 9, 2022. The meeting focused on three key proposals, all of which received majority support from shareholders. This indicates a general approval of the company's board of directors, its choice of auditor, and its executive compensation structure as presented. For investors, the most significant takeaway is the shareholder ratification of the board nominees and the company's chosen independent auditor. The strong support for the executive compensation plan, despite being advisory, also signals shareholder confidence in the current management's remuneration policies. The high number of 'For' votes across all proposals, coupled with relatively low 'Against' and 'Abstained' votes, suggests stability and alignment between the company and its shareholder base regarding these critical governance matters.

Nov 10, 2022 8-K

CARDINAL HEALTH INC 8-K Report, Financial Results (Nov 4, 2022)

Cardinal Health reported fiscal Q1 2023 (quarter ended September 30, 2022) revenue of $49.6 billion, up 13% year over year, driven by the Pharmaceutical segment. Profitability was weaker. GAAP operating earnings fell 67% to $137 million and GAAP diluted EPS fell to $0.40 from $0.94, mainly because of a non-cash, pre-tax $154 million goodwill impairment in the Medical segment. Non-GAAP operating earnings declined 20% to $423 million and non-GAAP diluted EPS fell 7% to $1.20. The Medical segment swung to an $8 million loss from a $123 million profit, reflecting inflationary cost pressure, lower PPE contribution, and about $20 million in inventory charges tied to simplification actions. The Pharmaceutical segment was the bright spot, with revenue up 15% to $45.8 billion and segment profit up 6% to $431 million. Management reaffirmed fiscal 2023 non-GAAP diluted EPS guidance of $5.05 to $5.40. It lowered the Medical segment profit outlook to flat to a 20% decline, from growth of 10% to a decline of 10%, and narrowed several other assumptions, including interest expense, the tax rate, and share count. Governance and strategy also moved forward. The company added four independent directors following input from Elliott Investment Management, formed a Business Review Committee to assess strategy, portfolio, and capital allocation, and plans an Investor Day in the first half of calendar 2023. Cash flow and balance sheet trends warrant attention. Operating cash flow was only $23 million in the quarter, and non-GAAP adjusted free cash flow was $342 million after adding back litigation payments of $389 million. Cash fell to $3.5 billion from $4.7 billion, largely because of a $1.0 billion share repurchase. Total shareholders' deficit widened to $(1.78) billion from $(0.71) billion. The company's ability to sustain buybacks and dividends while funding the Medical turnaround will be a key focus for investors.

Nov 4, 2022 8-K