Cardinal Health (CAH) 10-K risk factor changes: FY2025 vs FY2024

| [Table of [removed: Contents](#i95bc939b69b548cdb7c138c74042c589_4)] [added: Contents](#ic4dac0c833bc4c0eb6ce25fa9faee267_4)] | | | | | | | | |

For the fiscal year ended June 30, [removed: 2024][added: 2025]

| 7000 Cardinal Place | | | | | | [removed: Dublin] [added: Dublin,] | | | [removed: ,] | | | Ohio | | | | | | 43017 | | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [removed: þ] [added: ☐] | | | | | | | | | | | | | | | | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [removed: þ] [added: ☐] | | | | | | | | | | | | | | | | | |

The aggregate market value of voting stock held by non-affiliates on December 31, [removed: 2023,] [added: 2024,] was the following: [removed: $24,413,491,673.][added: $28,372,319,280.]

The number of the registrant’s common shares, without par value, outstanding as of July 31, [removed: 2024,] [added: 2025,] was the following: [removed: 243,845,343.][added: 238,793,647.]

Portions of the registrant’s Definitive Proxy Statement to be filed for its [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Form 10-K | | |

| | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i95bc939b69b548cdb7c138c74042c589_13)] [added: Operations](#ic4dac0c833bc4c0eb6ce25fa9faee267_13)] | | | [removed: [3](#i95bc939b69b548cdb7c138c74042c589_13)] [added: [3](#ic4dac0c833bc4c0eb6ce25fa9faee267_13)] | | |

| | | | [Explanation and Reconciliation of Non-GAAP Financial [removed: Measures](#i95bc939b69b548cdb7c138c74042c589_37)] [added: Measures](#ic4dac0c833bc4c0eb6ce25fa9faee267_55)] | | | [removed: [22](#i95bc939b69b548cdb7c138c74042c589_37)] [added: [20](#ic4dac0c833bc4c0eb6ce25fa9faee267_55)] | | |

| | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i95bc939b69b548cdb7c138c74042c589_46)] [added: Risk](#ic4dac0c833bc4c0eb6ce25fa9faee267_61)] | | | [removed: [25](#i95bc939b69b548cdb7c138c74042c589_46)] [added: [23](#ic4dac0c833bc4c0eb6ce25fa9faee267_61)] | | |

| [added: Business] | | | [removed: [Business](#i95bc939b69b548cdb7c138c74042c589_49)] | | | [removed: [27](#i95bc939b69b548cdb7c138c74042c589_49)] | | |

| | | | [Risk [removed: Factors](#i95bc939b69b548cdb7c138c74042c589_52)] [added: Factors](#ic4dac0c833bc4c0eb6ce25fa9faee267_67)] | | | [removed: [34](#i95bc939b69b548cdb7c138c74042c589_52)] [added: [33](#ic4dac0c833bc4c0eb6ce25fa9faee267_67)] | | |

| | | | [Legal [removed: Proceedings](#i95bc939b69b548cdb7c138c74042c589_58)] [added: Proceedings](#ic4dac0c833bc4c0eb6ce25fa9faee267_76)] | | | [removed: [44](#i95bc939b69b548cdb7c138c74042c589_58)] [added: [42](#ic4dac0c833bc4c0eb6ce25fa9faee267_76)] | | |

| | | | [Market for Registrant's Common [removed: Equity](#i95bc939b69b548cdb7c138c74042c589_61)] [added: Equity](#ic4dac0c833bc4c0eb6ce25fa9faee267_79)] | | | [removed: [45](#i95bc939b69b548cdb7c138c74042c589_61)] [added: [43](#ic4dac0c833bc4c0eb6ce25fa9faee267_79)] | | |

| | | | [Financial Statements and Supplementary [removed: Data](#i95bc939b69b548cdb7c138c74042c589_76)] [added: Data](#ic4dac0c833bc4c0eb6ce25fa9faee267_94)] | | | [removed: [51](#i95bc939b69b548cdb7c138c74042c589_76)] [added: [49](#ic4dac0c833bc4c0eb6ce25fa9faee267_94)] | | |

[removed: | | | | [Directors,] [added: Directors,] Executive [removed: Officers] [added: Officers,] and Corporate [removed: Governance](#i95bc939b69b548cdb7c138c74042c589_154) | | | [87](#i95bc939b69b548cdb7c138c74042c589_154) | | |][added: Governance]

| | | | [Form 10-K Cross Reference [removed: Index](#i95bc939b69b548cdb7c138c74042c589_166)] [added: Index](#ic4dac0c833bc4c0eb6ce25fa9faee267_178)] | | | [removed: [94](#i95bc939b69b548cdb7c138c74042c589_166)] [added: [89](#ic4dac0c833bc4c0eb6ce25fa9faee267_178)] | | |

| [removed: 1] | | | Cardinal Health \| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [added: 1] | | |

As used in this report, "we," "our," "us," "Cardinal [removed: Health"] [added: Health,"] and similar pronouns refer to Cardinal Health, Inc. and its majority-owned and consolidated subsidiaries, unless the context requires otherwise.

References to fiscal [added: 2026,] 2025, 2024, 2023, 2022, [removed: 2021] and [removed: 2020] [added: 2021] are to the fiscal years ended June 30, [added: 2026,] 2025, 2024, 2023, 2022, [removed: 2021] and [removed: 2020,] [added: 2021,] respectively.

Except as otherwise specified, information in this report is provided as of June 30, [removed: 2024.][added: 2025.]

The reasons we use these non-GAAP financial [removed: measures] [added: measures,] and the reconciliations to their most directly comparable GAAP financial [removed: measures] [added: measures,] are included in the “Explanation and Reconciliation of Non-GAAP Financial Measures” section following MD&A in this report.

Our MD&A within this Form 10-K generally discusses fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023] [added: 2024] items and year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]

[removed: Please refer to] [added: See] [Note [removed: 1](#i95bc939b69b548cdb7c138c74042c589_97)] [added: 2](#ic4dac0c833bc4c0eb6ce25fa9faee267_118)] of the [removed: “Notes] [added: "Notes] to [removed: the] Consolidated Financial [removed: Statements”] [added: Statements"] for additional information [removed: about] [added: on] these [removed: corrections.][added: acquisitions.]

This report (including information incorporated by reference) includes forward-looking statements addressing expectations, prospects, [removed: estimates] [added: estimates,] and other matters that are dependent upon future events or developments.

Many forward-looking statements appear in MD&A and Risk Factors, but there are others throughout this 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 [removed: outlook] [added: outlook,] and expense accruals.

These matters are subject to risks and uncertainties that could cause actual results to differ materially from those projected, [removed: anticipated] [added: anticipated,] or implied.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form [removed: 8-K] [added: 8-K,] and amendments to those reports are available free of charge on our website (www.cardinalhealth.com), under the “Investor Relations — [removed: Financial Reporting] [added: Financials] — SEC Filings” caption, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The SEC also maintains a website (www.sec.gov) where you can search for annual, quarterly and current reports, proxy and information [removed: statements] [added: statements,] and other information regarding us and other public companies.

| [added: 2] | | | Cardinal Health \| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [removed: 2] | | |

Cardinal Health, Inc., an Ohio corporation formed in 1979, is a global healthcare services and products company providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories, physician [removed: offices] [added: offices,] and patients in the home.

We provide [removed: pharmaceuticals and] medical products and [added: pharmaceuticals and] cost-effective solutions that enhance [added: the healthcare system and] supply chain efficiency.

We connect patients, providers, payers, [removed: pharmacists] [added: pharmacists,] and manufacturers for integrated care coordination.

[removed: Effective January 1, 2024, we began operating under an updated organizational structure and re-aligned] [added: We report] our financial [removed: reporting structure under] [added: results in] two reportable segments: Pharmaceutical and Specialty Solutions ("Pharma") segment and Global Medical Products and Distribution ("GMPD") segment.

All remaining operating segments that are not significant enough to require separate reportable segment disclosures are included in Other, which is comprised of Nuclear and Precision Health Solutions, at-Home [removed: Solutions] [added: Solutions,] and OptiFreight® Logistics.

Our [removed: Pharmaceutical and Specialty Solutions] [added: Pharma] segment distributes branded and generic pharmaceutical, specialty [removed: pharmaceutical] [added: pharmaceutical,] and over-the-counter healthcare and consumer products in the United States.

This segment also provides services to pharmaceutical manufacturers and healthcare providers for specialty pharmaceutical products; provides pharmacy management services to hospitals and operates a limited number of pharmacies, including pharmacies in community health centers; [removed: and] repackages generic pharmaceuticals and [removed: over-the-counter] [added: over the counter] healthcare [removed: products.][added: products; and includes our managed services organization platforms for specialty physician offices.]

Our GMPD segment manufactures, [removed: sources] [added: sources,] and distributes Cardinal Health brand medical, [removed: surgical] [added: surgical,] and laboratory products, which are sold in the United States, Canada, Europe, [removed: Asia] [added: Asia,] and other markets.

| | | | [Introduction](#ic4dac0c833bc4c0eb6ce25fa9faee267_7) | | | [2](#ic4dac0c833bc4c0eb6ce25fa9faee267_7) | | |

| | | | [Business](#ic4dac0c833bc4c0eb6ce25fa9faee267_64) | | | [25](#ic4dac0c833bc4c0eb6ce25fa9faee267_64) | | |

| | | | [Cybersecurity](#ic4dac0c833bc4c0eb6ce25fa9faee267_70) | | | [41](#ic4dac0c833bc4c0eb6ce25fa9faee267_70) | | |

| | | | [Properties](#ic4dac0c833bc4c0eb6ce25fa9faee267_73) | | | [42](#ic4dac0c833bc4c0eb6ce25fa9faee267_73) | | |

| | | | [Reports](#ic4dac0c833bc4c0eb6ce25fa9faee267_82) | | | [45](#ic4dac0c833bc4c0eb6ce25fa9faee267_82) | | |

| | | | [Exhibits](#ic4dac0c833bc4c0eb6ce25fa9faee267_172) | | | [84](#ic4dac0c833bc4c0eb6ce25fa9faee267_172) | | |

| | | | [Signatures](#ic4dac0c833bc4c0eb6ce25fa9faee267_181) | | | [90](#ic4dac0c833bc4c0eb6ce25fa9faee267_181) | | |

Fiscal 2023 items and discussions of year-over-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the "Fiscal 2024 Form 10-K").

Information contained on or accessible via our website is not part of or otherwise incorporated by reference into this Annual Report on Form 10-K.

We provide pharmaceuticals and medical products and cost-effective services and solutions that enhance the healthcare system and supply chain efficiency.

Our at-Home Solutions operating segment has two main businesses: Edgepark, including ADS, directly providing medical supplies to patients with chronic conditions in the home; and at-Home, a business-to-business distribution service that delivers medical supplies and over-the-counter products to home medical equipment providers, home health and hospice agencies, and e-commerce providers.

Fiscal 2025 Overview

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | | | | | | | Change | | | | | | | | |

| Acquisition-related cash and share-based compensation costs | | | 126 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

During fiscal 2025, GAAP operating earnings increased 83% to $2.3 billion and non-GAAP operating earnings increased 15% to $2.8 billion from the prior year.

The increases in both GAAP and non-GAAP operating earnings were driven by the increased contribution from branded and specialty pharmaceutical products and the acquisitions of MSO platforms and ADS, partially offset by the expiration of the OptumRx contracts.

The increase to GAAP operating earnings was also favorably impacted by net recoveries in class action antitrust litigation in which we were a class member or plaintiff, for which we recognized $171 million during fiscal 2025.

In fiscal 2025, GAAP operating earnings included $161 million of transaction and integration costs associated with acquisitions.

| ($ per share) | | | 2025 (2) | | | | | | 2024 (2) | | | | | | | | | | | | Change | | | | | | | | |

| Acquisition-related cash and share-based compensation costs | | | 0.51 | | | | | | — | | | | | | | | | | | | | | | | | | | | |

This had an adverse impact of $(2.50) per share to GAAP diluted EPS.

During fiscal 2025, net cash provided by operating activities was $2.4 billion, which includes the impact of unwinding the negative net working capital associated with the expiration of our OptumRx contracts and the normal timing of payments to vendors, partially offset by the benefit of onboarding new customers.

Cash provided by operating activities also includes the impact of payments totaling $798 million related to opioid litigation.

During fiscal 2025, we deployed $5.3 billion for acquisitions, $765 million for share repurchases, $400 million for debt repayment, $547 million for capital expenditures, and $494 million for dividends.

In addition, we issued new long-term debt and received net proceeds of $2.9 billion to fund a portion of the consideration paid for acquisitions and for general purposes.

Another portion of the consideration paid for the acquisitions came from an $800 million term loan.

Advanced Diabetes Supply Group ("ADS")

On April 1, 2025, we completed the acquisition of ADS, a diabetic medical supplies provider to patients in the home, for a purchase price of $1.1 billion in cash, subject to certain adjustments.

ADS serves approximately 500,000 patients annually providing diabetes therapies from leading manufacturers.

ADS is part of our at-Home Solutions operating segment and its results are reported in Other.

The Specialty Alliance

On January 30, 2025, we completed the acquisition of a 73 percent ownership interest in GI Alliance ("GIA"), a management services organization ("MSO") primarily serving gastroenterologists, for a purchase price of approximately $2.8 billion in cash, subject to certain adjustments.

Beginning on the third anniversary of the closing, we have the ability to exercise a call right to purchase up to 100 percent of the remaining outstanding equity.

GIA's MSO provides services to over 900 physicians across 345 practice locations in 20 states.

Additionally, on May 30, 2025, we, through GIA, completed the acquisition of Urology America, a urology management services organization, for a purchase price of $360 million in cash, subject to certain adjustments.

In connection with this transaction, we issued common units in GIA to certain physicians and management.

In recognition of the expansion into new practice areas, in June 2025, we announced that these businesses would be called The Specialty Alliance.

We consolidate the results of The Specialty Alliance in our consolidated financial statements and report those consolidated results within our Pharma segment.

We financed the acquisitions of GIA, Urology America, and ADS with a combination of cash on hand and cash proceeds from the new debt financing as described in [Note 7](#ic4dac0c833bc4c0eb6ce25fa9faee267_133) of the "Notes to Consolidated Financial Statements".

Integrated Oncology Network ("ION")

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| | | | [Introduction](#i95bc939b69b548cdb7c138c74042c589_7) | | | [2](#i95bc939b69b548cdb7c138c74042c589_7) | | |

| | | | [Cybersecurity](#i95bc939b69b548cdb7c138c74042c589_1702) | | | [43](#i95bc939b69b548cdb7c138c74042c589_1702) | | |

| | | | [Properties](#i95bc939b69b548cdb7c138c74042c589_55) | | | [44](#i95bc939b69b548cdb7c138c74042c589_55) | | |

| | | | [Reports](#i95bc939b69b548cdb7c138c74042c589_64) | | | [47](#i95bc939b69b548cdb7c138c74042c589_64) | | |

| | | | [Exhibits](#i95bc939b69b548cdb7c138c74042c589_160) | | | [89](#i95bc939b69b548cdb7c138c74042c589_160) | | |

| | | | [Signatures](#i95bc939b69b548cdb7c138c74042c589_169) | | | [95](#i95bc939b69b548cdb7c138c74042c589_169) | | |

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This Form 10-K also includes fiscal 2022 items and discussions of year-over-year comparisons between fiscal 2023 and fiscal 2022.

The periods discussed in this Form 10-K have been revised herein to correct an error identified during the preparation of this Form 10-K, as well as to correct other unrelated immaterial errors.

The revisions ensure comparability across all periods reflected herein.

In connection with the preparation of our Consolidated Financial Statements for fiscal 2024, we identified an accounting error related to revenue recognition from third party payors within the at-Home Solutions operating segment.

We evaluated the materiality of the error and determined that the impacts were not material, individually or in the aggregate, to our previously issued Consolidated Financial Statements for any of the prior quarters or annual periods in which they occurred.

In this report, we present revised prior period financial statements to correct this error, as well as other unrelated immaterial errors, including an adjustment to an uncertain tax position.

These other immaterial errors were previously corrected in the periods they were identified; however, they are now reflected in the periods they originated.

Overview

| Non-GAAP operating earnings | | | $ | 2,414 | | | | | $ | 2,076 | | | | | $ | 1,973 | | | | | 16 | | % | | | | 5 | | % |

See the "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and [Note](#i95bc939b69b548cdb7c138c74042c589_106) [5](#i95bc939b69b548cdb7c138c74042c589_106) of the "Notes to Consolidated Financial Statements" for additional detail.

GAAP operating earnings during fiscal 2023 were favorably impacted by litigation recoveries as described further in the "Results of Operations" section of this MD&A and [Note 8](#i95bc939b69b548cdb7c138c74042c589_118) of the "Notes to Consolidated Financial Statements."

See the "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and [Note 5](#i95bc939b69b548cdb7c138c74042c589_106) of the "Notes to Consolidated Financial Statements" for additional detail.

GAAP and Non-GAAP operating earnings increased during fiscal 2024, driven by increases in GMPD and Pharmaceutical and Specialty Solutions segment profit as described further in the "Results of Operations" section of this MD&A.

Non-GAAP operating earnings increased during fiscal 2023, driven by an increase in Pharmaceutical and Specialty Solutions segment profit, partially offset by a decrease in GMPD segment profit as described further in the "Results of Operations" section of this MD&A.

| State opioid assessment related to prior fiscal years | | | — | | | | | | (0.02) | | | | | | — | | | | | | | | | | | | | | |

| Loss on early extinguishment of debt | | | — | | | | | | — | | | | | | 0.03 | | | | | | | | | | | | | | |

| Non-GAAP diluted EPS (1) | | | $ | 7.53 | | | | | $ | 5.85 | | | | | $ | 5.07 | | | | | 29 | | % | | | | 15 | | % |

(3)For fiscal 2022, GAAP diluted loss per share attributable to Cardinal Health, Inc. and the EPS impact from the GAAP to non-GAAP per share reconciling items are calculated using a weighted average of 279 million common shares, which excludes potentially dilutive securities from the denominator due to their anti-dilutive effects resulting from our GAAP net loss for the period.

Fiscal 2022 non-GAAP diluted EPS is calculated using a weighted average of 280 million common shares, which includes potentially dilutive shares.

The increases in fiscal 2024 and 2023 GAAP diluted EPS were primarily due to the factors impacting GAAP operating earnings.

During fiscal 2024, 2023 and 2022, GAAP diluted EPS was adversely impacted by the goodwill impairment charges related to the GMPD segment, which had $(2.50), $(4.33) and $(6.97) per share after-tax impacts, respectively.

See the "Critical Accounting Policies and Sensitive Accounting Estimates" section of this MD&A and [Note 5](#i95bc939b69b548cdb7c138c74042c589_106) and [Note 9](#i95bc939b69b548cdb7c138c74042c589_121) of the "Notes to Consolidated Financial Statements" for additional detail.

During fiscal 2023, non-GAAP diluted EPS increased 15 percent to $5.85 due to a lower share count, the factors impacting non-GAAP operating earnings described above and lower interest expense, net.

During fiscal 2023, net cash provided by operating activities was $2.8 billion, which was offset by $2.0 billion for share repurchases, $579 million for debt repayments, $525 million for cash dividends and $481 million for capital expenditures.

Operating and Segment Reporting Structure Changes

Effective January 1, 2024, we began operating under an updated organizational structure and re-aligned our financial reporting structure under two reportable segments: Pharmaceutical and Specialty Solutions segment and GMPD segment.