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 permitted.
Subject to
Completion, Dated February 14, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
February , 2024
(To Prospectus dated
November 8, 2022)
$
Cardinal Health, Inc.
$ % Notes due 20
$ % Notes due 20
The % notes will mature on
, 20 (the 20 notes), and the % notes will mature on , 20 (the 20 notes and, collectively with the 20 notes, the
notes). Interest on the notes will accrue from , 2024. Interest on the notes will be payable semi-annually in arrears on and of each year, commencing ,
2024.
At our option, we may redeem the notes of either series offered hereby, in whole or in part at any time and from time to time, before their maturity
at the applicable redemption prices described herein under Description of the NotesOptional Redemption.
If a change of control
repurchase event occurs, we will be required to offer to purchase the notes from holders at a purchase price of 101% of the principal amount of the notes. See Description of the NotesRepurchase at the Option of Holders Upon a Change of
Control.
We intend to use the net proceeds from the sale of the notes offered hereby to fund the repayment of all of the aggregate principal amount
outstanding of our 3.500% Notes due 2024 and 3.079% Notes due 2024 at their respective maturities and the remainder, if any, for general corporate purposes. Pending such repayment, we may temporarily apply the proceeds for general corporate
purposes. See Use of Proceeds.
The notes will be our senior unsecured obligations and will rank equally in right of payment with our other
senior indebtedness outstanding from time to time. The notes will also be effectively junior to any secured debt of Cardinal Health to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to
the liabilities of Cardinal Healths subsidiaries, including trade payables.
Investing in the notes involves risk. See Risk
Factors beginning on page S-11, as well as the risks set forth in our other filings with the Securities and Exchange Commission (the SEC), which are incorporated by reference in this
prospectus supplement and the accompanying prospectus, for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per 20 Note |
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Notes Total |
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Per 20 Note |
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Notes Total |
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Price to Public(1) |
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% |
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$ |
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% |
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$ |
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Underwriting Discount |
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% |
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$ |
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% |
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$ |
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Proceeds to Us Before Expenses(1) |
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% |
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$ |
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% |
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$ |
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(1) |
Plus accrued interest, if any, from and including February , 2024. |
Currently, there are no public markets for the notes. We do not intend to apply for the listing of either series of notes on a securities exchange or for the
inclusion of either series of notes on an automated dealer quotation system.
We expect that delivery of the notes will be made to investors in book-entry
form only through The Depository Trust Company for the accounts of its participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about February , 2024.
Joint Book-Running Managers
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BofA Securities |
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Goldman Sachs & Co. LLC |
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MUFG |
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Wells Fargo Securities |