filings.toolsCardinal Health (CAH) 10-K risk factor changes: FY2017 vs FY2016
The 2017-06-30 10-K against the 2016-06-30 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
All filing items1,053 rewritten492 added367 removed2,216 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 492 added, 367 removed, 1,053 rewritten and 2,216 unchanged across 1 item that differ.
Sentences by item
1 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Full document | 492 | 367 | 1,053 | 2,216 |
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Full document
1,053 rewritten, 492 added, 367 removed, 2,216 unchanged
| [Table of [removed: Contents](#s9C74349E73435D3DBE5B3F79556E68AE)] [added: Contents](#s055E4903FB40583A93B96702EC9AFB64)] | | |
For the fiscal year ended June 30, [removed: 2016][added: 2017]
[removed: ][added: ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: o]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.
See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [removed: company”] [added: company,” and "emerging growth company"] in Rule 12b-2 of the Exchange Act.
The aggregate market value of voting stock held by non-affiliates or registrant on December 31, [removed: 2015,] [added: 2016,] was the following: [removed: $29,344,021,222.][added: $22,624,332,824.]
The number of the registrant’s common shares, without par value, outstanding as of July [removed: 29, 2016,] [added: 31, 2017,] was the following: [removed: 318,588,961.][added: 316,453,664.]
Portions of the registrant’s Definitive Proxy Statement to be filed for its [removed: 2016] [added: 2017] Annual Meeting of Shareholders are incorporated by reference into the sections of this Form 10-K addressing the requirements of Part III of Form 10-K.
| Cardinal Health Fiscal [removed: 2016] [added: 2017] Form 10-K |
| [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sBBACFC8C0EA15FDAB4848BC2E0FFA031)] [added: Operations](#sAFBF884C3D695128B6832C27EC1719FE)] | [removed: [8](#sBBACFC8C0EA15FDAB4848BC2E0FFA031)] [added: [3](#sAFBF884C3D695128B6832C27EC1719FE)] |
| [Explanation and Reconciliation of Non-GAAP Financial [removed: Measures](#s56A4530AA91551848DC7EEF44221C2A0)] [added: Measures](#s459BDF5FB8AD5136B5EDD444781D6272)] | [removed: [23](#s56A4530AA91551848DC7EEF44221C2A0)] [added: [18](#s459BDF5FB8AD5136B5EDD444781D6272)] |
| [Selected Financial [removed: Data](#s560fcc29084848dcb5e03065334611de)] [added: Data](#s87FAA54B16A05585A500912438C9E258)] | [removed: [26](#s560fcc29084848dcb5e03065334611de)] [added: [21](#s87FAA54B16A05585A500912438C9E258)] |
| [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s5E0720F5C6D958EAB05CE30C42A956EB)] [added: Risk](#s53A5F815B6C95B06B68570EFA3707927)] | [removed: [27](#s5E0720F5C6D958EAB05CE30C42A956EB)] [added: [22](#s53A5F815B6C95B06B68570EFA3707927)] |
| [Risk [removed: Factors](#s0FA88A1759FE5F8E821AEE635CF67A5E)] [added: Factors](#sEE7978EC988F5403B3C4C986C8D9DE81)] | [removed: [35](#s0FA88A1759FE5F8E821AEE635CF67A5E)] [added: [30](#sEE7978EC988F5403B3C4C986C8D9DE81)] |
| [Legal [removed: Proceedings](#s95EDB09DE5CC5C66891537E4618DCB98)] [added: Proceedings](#s56E91AA25B1D5B1E8C54E3E3C8F714FD)] | [removed: [39](#s95EDB09DE5CC5C66891537E4618DCB98)] [added: [34](#s56E91AA25B1D5B1E8C54E3E3C8F714FD)] |
| [Market for Registrant's Common [removed: Equity](#s8AC0026B8D275EE8A566343718514D71)] [added: Equity](#s6E3944262FA25D4788CF536132E22962)] | [removed: [40](#s8AC0026B8D275EE8A566343718514D71)] [added: [35](#s6E3944262FA25D4788CF536132E22962)] |
| [Financial Statements and Supplementary [removed: Data](#sD5CCBD9A9C2F5B37A1E22B847C161FD9)] [added: Data](#s26F47C9298505ED3A7A0A45413942811)] | [removed: [45](#sD5CCBD9A9C2F5B37A1E22B847C161FD9)] [added: [40](#s26F47C9298505ED3A7A0A45413942811)] |
| [Directors, Executive Officers, and Corporate [removed: Governance](#s62100f4be3ef4ffba2f62eee7342ae2e)] [added: Governance](#s81C625B764595000B964FB2E790220BA)] | [removed: [74](#s62100f4be3ef4ffba2f62eee7342ae2e)] [added: [70](#s81C625B764595000B964FB2E790220BA)] |
| [Form 10-K Cross Reference [removed: Index](#sCE676E8637A353ADA0AF6BF1DE7EC3E1)] [added: Index](#s86414693644450D1BD77863A79818361)] | [removed: [79](#sCE676E8637A353ADA0AF6BF1DE7EC3E1)] [added: [76](#s86414693644450D1BD77863A79818361)] |
| 1 | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | |
As used in this report, [removed: “we,” “our,” “us”] [added: "we," "our," "us," "Cardinal Health"] and similar pronouns refer to Cardinal Health, Inc. and its subsidiaries, unless the context requires otherwise.
References to [added: Cardinal Health and] Fiscal Years
References to fiscal [added: 2017,] 2016, 2015, [removed: 2014, 2013] [added: 2014] and [removed: 2012] [added: 2013] and to [added: FY17,] FY16, FY15, [removed: FY14, FY13] [added: FY14] and [removed: FY12] [added: FY13] are to the fiscal years ended June 30, [added: 2017,] 2016, 2015, [removed: 2014, 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.
Except as otherwise specified, information in this [removed: Form 10-K] [added: report] is provided as of June 30, [removed: 2016.][added: 2017.]
In this [removed: "Key Highlights" section and] [added: report, including in] the "Fiscal [removed: 2016] [added: 2017] Overview" section of Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we use financial measures that are derived from consolidated financial data but are not presented in our financial statements that are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures are included in the “Explanation and Reconciliation of Non-GAAP Financial Measures” section following MD&A in this [removed: Form 10-K.][added: report.]
This [removed: Form 10-K] [added: report] (including information incorporated by reference) includes forward-looking statements addressing expectations, prospects, estimates and other matters that are dependent upon future events or developments.
Many forward-looking statements appear in MD&A, but there are others throughout this [removed: document,] [added: report,] which may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,” “project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results or guidance, statements of outlook and expense accruals.
The most significant of these risks and uncertainties are described in “Risk Factors” [added: in this report] and in Exhibit 99.1 to [removed: this] [added: the] Form [removed: 10-K.][added: 10-K included in this report.]
Forward-looking statements in this [removed: document] [added: report] speak only as of the date of this document.
| | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | 2 |
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| 3 | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | |
[removed: ][added: ]
| | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | 4 |
[removed: ][added: ]
| 5 | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | |
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| | Cardinal Health \| Fiscal [removed: 2016] [added: 2017] Form 10-K | 6 |
10-K 1 a17q4_10kx63017xform10-k.htm 10-K
| Emerging growth company o | |
| 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 13(a) of the Exchange Act o | |
| [Introduction](#s0C2FC776BEFF5889A27DD870B09F6466) | [2](#s0C2FC776BEFF5889A27DD870B09F6466) |
| [Business](#s398C51F48E335CE8AC9820A8AD9A2B9B) | [24](#s398C51F48E335CE8AC9820A8AD9A2B9B) |
| [Properties](#s29A32854D6D65214A7FB468F1A784F05) | [34](#s29A32854D6D65214A7FB468F1A784F05) |
| [Reports](#s20CF09ABBDEC52ADA8847F70BA2D1783) | [37](#s20CF09ABBDEC52ADA8847F70BA2D1783) |
| [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#s0F4099D644675C1EBF73B7611CD3A0AF) | [71](#s0F4099D644675C1EBF73B7611CD3A0AF) |
| [Exhibits](#s25DA39E18060560FA5DEE8FE171BD59A) | [72](#s25DA39E18060560FA5DEE8FE171BD59A) |
| [Signatures](#s5EFC69C27D6B509BA6D686B01308024B) | [77](#s5EFC69C27D6B509BA6D686B01308024B) |
| Introduction | | |
We provide medical products and pharmaceuticals and cost-effective solutions that enhance supply chain efficiency.
The decreases in both GAAP and non-GAAP operating earnings were primarily due to generic pharmaceutical customer pricing changes and the previously disclosed loss of a large pharmaceutical distribution customer.
The decreases were partially offset by the benefits of Red Oak Sourcing within our Pharmaceutical segment generics program and growth from our Medical segment.
Changes in litigation (recoveries)/charges, net and amortization of acquisition-related intangible assets related to the acquisition of Cordis also contributed to the decrease in GAAP operating earnings during fiscal 2017.
GAAP diluted EPS decreased due to lower GAAP operating earnings, partially offset by a lower effective tax rate and fewer shares outstanding as a result of share repurchases.
Non-GAAP diluted EPS increased primarily due to a lower effective tax rate and fewer shares outstanding as a result of share repurchases, partially offset by lower non-GAAP operating earnings.
In July 2017, we used $6.1 billion to fund the acquisition of the Patient Care, Deep Vein Thrombosis and Nutritional Insufficiency businesses from Medtronic plc, as discussed below, and used $403 million to redeem our 1.7% notes due 2018.
Acquisition of Medtronic's Patient Recovery Business
On July 29, 2017, we acquired the Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses (the "Patient Recovery Business") from Medtronic plc ("Medtronic") for $6.1 billion in cash.
The Patient Recovery Business manufactures 23 medical product categories sold into multiple healthcare channels, and includes numerous industry-leading brands, such as Curity, Kendall, Dover, Argyle and Kangaroo.
The acquisition further expands the Medical segment's portfolio of self-manufactured products.
We funded the acquisition through $4.5 billion in new long-term debt, the use of existing cash, and borrowings under our existing credit arrangements.
Within our Pharmaceutical segment, we expect fiscal 2018 segment profit to be less than our fiscal 2017 segment profit due primarily to generic pharmaceutical customer pricing changes, which also negatively impacted Pharmaceutical segment profit during fiscal 2017.
In fiscal 2018, we expect the acquisition of the Patient Recovery Business will significantly increase the Medical segment's revenue and segment profit.
We also expect the acquisition will significantly increase amortization and acquisition-related costs in fiscal 2018 due to the size and complexity of the acquisition.
We expect our interest expense, net to increase in fiscal 2018 primarily due to the debt issued to fund a portion of the purchase price of the acquisition of the Patient Recovery Business.
Fiscal 2017 Medical segment revenue grew primarily due to sales growth from new and existing customers and $212 million in contributions from acquisitions.
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Fiscal 2017 Compared to Fiscal 2016
Fiscal 2017 consolidated gross margin was essentially flat versus the prior-year period.
Consolidated gross margin for fiscal 2017 was positively impacted by sales growth from pharmaceutical distribution customers ($260 million) and acquisitions in both segments ($132 million) and was negatively impacted by the previously disclosed loss of a large pharmaceutical distribution customer.
Fiscal 2017 Compared to Fiscal 2016
Fiscal 2017 SG&A expenses increased primarily due to acquisitions ($112 million) and costs related to a multi-year project to replace certain Pharmaceutical segment finance and operating information systems, partially offset by reduced enterprise-wide incentive compensation.
Fiscal 2017 Compared to Fiscal 2016
Fiscal 2017 Pharmaceutical segment profit decreased largely due to generic pharmaceutical customer pricing changes.
The previously disclosed loss of a large pharmaceutical distribution customer, the adverse impact of customer repricings and reduced levels of branded pharmaceutical price appreciation also contributed to the decrease in Pharmaceutical segment profit.
These were partially offset by the benefits of Red Oak Sourcing within our generics program.
10-K 1 a16q4_10kx63016xform10-k.htm 10-K
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| --- | --- | --- |
| [Key Highlights](#s9b99f4bf8cbf4ab2b70ed485752006b4) | [2](#s94fecfde99d64d7dac2d5a9a12bd2522) |
| [Business](#se8e88a622dbc4535b77b930b954e7396) | [29](#se8e88a622dbc4535b77b930b954e7396) |
| [Properties](#sdd2e35b8128f422cbfcd0cda443b0b8d) | [39](#sdd2e35b8128f422cbfcd0cda443b0b8d) |
| [Reports](#s467b5c22f722467db72aff97109520e7) | [42](#s467b5c22f722467db72aff97109520e7) |
| [Exhibits](#s91BD4347E0B2552D8F222BE5A134FB80) | [75](#s91BD4347E0B2552D8F222BE5A134FB80) |
| [Signatures](#sBCB5FD45EA94577DA2E74C6DCAF38871) | [80](#sBCB5FD45EA94577DA2E74C6DCAF38871) |
| [Additional Information](#sa65a9a62f8d3480b96f0875282c7c9c5) | [81](#sa65a9a62f8d3480b96f0875282c7c9c5) |
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| --- | --- | --- | --- |
| Key Highlights | | |
This "Key Highlights" section provides a brief overview of Cardinal Health, Inc. and does not contain all of the information you should consider.
Please read the entire Form 10-K carefully before voting or making an investment decision.
Non-GAAP Financial Measures
| MD&A | About Cardinal Health | |
This segment distributes medical products to patients in the home in the United States.
We use "non-GAAP financial measures" as well as GAAP financial measures in the "Fiscal 2016 Overview" section.
We include the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures in the “Explanation and Reconciliation of Non-GAAP Financial Measures” section following MD&A.
The remaining sections of MD&A refer to GAAP measures only.
GAAP operating earnings were negatively impacted by increased acquisition-related amortization, partially offset by litigation recoveries.
GAAP and non-GAAP diluted EPS increased primarily due to the same factors impacting GAAP and non-GAAP operating earnings described above.
The increase in fiscal 2016 GAAP diluted EPS also reflects the prior-year loss on extinguishment of debt.
Acquisitions
Cordis
On October 2, 2015, we completed the acquisition of the Cordis business ("Cordis") from Ethicon, Inc., a wholly-owned subsidiary of Johnson & Johnson, for $1.9 billion using cash on hand and proceeds from our debt offering in June 2015.
The acquisition of Cordis, a global manufacturer and distributor of interventional cardiology devices and endovascular solutions with operations in more than 50 countries, expands our Medical segment's portfolio of self-manufactured products and its geographic scope.
naviHealth
On August 26, 2015, we acquired a 71 percent ownership interest in naviHealth Holdings, LLC ("naviHealth") for $238 million, net of cash acquired of $53 million.
We funded the acquisition with cash on hand.
The acquisition of naviHealth, a leader in post-acute care management solutions, expands our ability to help hospitals, other healthcare providers, and payers manage the complex processes of patient discharge.
We consolidate the results of naviHealth in our consolidated financial statements and report its results in our Medical segment.
The portion of naviHealth net earnings attributable to third-
party interest holders is reported as a reduction to net earnings in the consolidated statements of earnings.
At June 30, 2016, our ownership interest in naviHealth was 82 percent due to an additional capital contribution in connection with an acquisition by naviHealth.
Harvard Drug
An excerpt. Shown here: 40 of 1,053 rewritten, 40 of 492 added and 40 of 367 removed. The counts are complete. For every sentence, read Full document in the FY2017 filing and the FY2016 filing.