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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cardinal Health Inc | NYSE:CAH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-3.73 | -3.62% | 99.25 | 102.26 | 98.24 | 101.68 | 3,445,968 | 01:00:00 |
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Ohio
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31-0958666
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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o
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Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering
Price Per
Share
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Proposed
Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Common shares, without par value
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5,200,000
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$44.44(2)
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$231,088,000(2)
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$28,007.87
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Deferred compensation obligations (3)
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$40,000,000
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100%(4)
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$40,000,000(4)
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$4,848.00
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), this registration statement also includes additional common shares, without par value (“common shares”), of Cardinal Health, Inc. (the “Company”) as may become issuable pursuant to the anti-dilution provisions of the Cardinal Health Deferred Compensation Plan (the "DCP"), the Cardinal Health 401(k) Savings Plan (the "401(k) Plan") and the Cardinal Health 401(k) Savings Plan for Employees of Puerto Rico (the "Puerto Rico 401(k) Plan," and, together with the 401(k) Plan, the "401(k) Plans") or as may otherwise be attributable to such common shares as a result of a stock split, stock dividend or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plans.
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(2)
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Estimated solely for calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of the common shares on the New York Stock Exchange on August 13, 2019, within five business days prior to filing.
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(3)
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The deferred compensation obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the DCP.
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(4)
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Estimated solely for calculating the amount of the registration fee pursuant to paragraph (h) of Rule 457 under the Securities Act.
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(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the Commission on August 20, 2019 (the "fiscal 2019 Form 10-K");
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(b)
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The Company's Current Reports on Form 8-K filed with the Commission on July 8, 2019, July 16, 2019 (Item 5.02 only), August 8, 2019 (Item 2.05 only) and August 8, 2019
;
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(c)
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The Annual Reports on Form 11-K for the year ended December 31, 2018 filed with the Commission on June 20, 2019 with respect to the 401(k) Plans; and
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(d)
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The description of the common shares contained in Exhibit 4.4 to the fiscal 2019 Form 10-K.
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Exhibit
Number
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Description of Exhibit
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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4.10
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4.11
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4.12
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4.13
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4.14
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4.15
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4.16
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5.1
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23.1
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23.2
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24.1
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CARDINAL HEALTH, INC.
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By:
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/s/ Michael C. Kaufmann
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Michael C. Kaufmann
Chief Executive Officer
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Signature
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Title
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/s/ Michael C. Kaufmann
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Chief Executive Officer and Director (principal executive officer)
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Michael C. Kaufmann
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/s/ Michael C. Kaufmann
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Chief Financial Officer (principal financial officer)
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Michael C. Kaufmann
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/s/ Stuart G. Laws
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Senior Vice President and Chief Accounting Officer (principal accounting officer)
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Stuart G. Laws
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/s/ Colleen F. Arnold
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Director
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Colleen F. Arnold
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/s/ Carrie S. Cox
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Director
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Carrie S. Cox
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/s/ Calvin Darden
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Director
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Calvin Darden
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/s/ Bruce L. Downey
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Director
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Bruce L. Downey
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/s/ Patricia A. Hemingway Hall
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Director
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Patricia A. Hemingway Hall
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/s/ Akhil Johri
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Director
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Akhil Johri
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/s/ Gregory B. Kenny
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Director
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Gregory B. Kenny
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/s/ Nancy Killefer
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Director
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Nancy Killefer
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/s/ J. Michael Losh
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Director
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J. Michael Losh
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CARDINAL HEALTH 401(k) SAVINGS PLAN
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By:
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/s/ Kendell Sherrer
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Kendell Sherrer
Financial Benefit Plans Committee Member
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CARDINAL HEALTH 401(k) SAVINGS PLAN FOR EMPLOYEES OF PUERTO RICO
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By:
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/s/ Kendell Sherrer
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Kendell Sherrer
Financial Benefit Plans Committee Member
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1 Year Cardinal Health Chart |
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