CARDINAL HEALTH INC

Current report

Our pending acquisition of Integrated Oncology Network subjects us to various risks and uncertainties.

Current report

As discussed in the MD&A section, on September 20, 2024, we announced that we entered into a definitive agreement to acquire Integrated Oncology Network (“ION”), a physician-led independent community oncology network for a purchase price of $1.1 billion in cash, subject to certain adjustments. The acquisition will build on our Navista oncology practice alliance, and is expected to expand our holistic suite of clinical and practice management solutions designed to support independent community oncology practices. Consummation of the pending acquisition is subject to various risks and uncertainties, such as the ability to successfully complete the acquisition on a timely basis, which includes receipt of required regulatory approvals and satisfaction of other closing conditions.

Current report

If we are successful in completing the acquisition, we will be subject to other risks, including the following: we may fail to realize the synergies and other benefits we expect from the acquisition; the use of a significant portion of our cash may have an adverse effect on our liquidity, limit our flexibility in responding to other business opportunities, and increase our vulnerability to adverse economic and industry conditions; we may fail to retain key personnel of the acquired businesses; future developments may impair the value of our purchased goodwill or intangible assets; we may face difficulties establishing, appropriately integrating or combining operations and systems; we may encounter unforeseen internal control, regulatory or compliance issues, including with respect to physician office management; and we may face other additional risks relating to regulatory matters, legal proceedings, and tax laws or positions.

Current report

(2)On August 21, 2024, we entered into an ASR program to purchase common shares for an aggregate purchase price of $375 million and received an initial delivery of 2.7 million common shares using a reference price of $109.65. The ASR program concluded on October 30, 2024 at a volume weighted average price per common share of $110.10 resulting in a final delivery of 0.7 million common shares. See Note 11 of the "Notes to Condensed Consolidated Financial Statements" for additional information.

Current report

Other

Previous report

Changes to the U.S. healthcare environment may not be favorable to us.

Previous report

Over a number of years, the U.S. healthcare industry has undergone significant changes designed to increase access to medical care, improve safety and patient outcomes, contain costs and increase efficiencies. These changes include a general decline in Medicare and Medicaid reimbursement levels, efforts by healthcare insurance companies to limit or reduce payments to pharmacies and providers, the basis for payments beginning to transition from a fee-for-service model to value-based payments and risk-sharing models and the industry shifting away from traditional healthcare venues like hospitals and into clinics, physician offices and patients’ homes.

Previous report

We expect the U.S. healthcare industry to continue to change significantly in the future. Possible changes include changes in

Previous report

legislation or regulations governing prescription pharmaceutical pricing, healthcare services, U.S.-based medical product manufacturing, mandated benefits, efforts to promote increased transparency in the pharmaceutical supply chain, drug shortages, further reduction of or limitations on governmental funding at the state or federal level or efforts by healthcare insurance companies to further limit payments for products and services. For example, the Federal Trade Commission has issued public requests for information related to pharmaceutical wholesalers' and group purchasing organizations' impacts on generic drug shortages and the impact of pharmacy benefits managers on drug affordability and access. These possible changes, and the uncertainty surrounding these possible changes, may directly or indirectly adversely affect us.