CAHCardinal Health
- Employees
- 63,900
- Headquarters
- Dublin, OH
- CEO
- Jason M. Hollar
- Next results
- around Feb 4, 2027
17 paragraphs in Risk Factors of the 10-K filed Aug 11, 2026 with nothing like them in the 10-K filed Aug 12, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
During fiscal 2026, we received two Notices of Proposed Adjustment ("NOPA") from the IRS in connection with their audit of our fiscal years 2015-2020. Under one of these NOPAs, the IRS is challenging the tax deductibility of self-insurance pre-tax losses and related carryback claims taken under the Coronavirus Aid, Relief and Economic Security Act, which could result in approximately $400 million in additional tax expense (plus interest) and approximately $1.4 billion in additional tax liability (plus interest). Under the other, the IRS asserts that a restructuring transaction in connection with our July 2017 acquisition of the Patient Recovery business should be recharacterized in a manner that could create additional federal income tax liability of approximately $160 million, plus interest.
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certain opioid-related lawsuits, which may have implications for the loss reserves related to opioid litigation recorded by our captive insurance company and could negatively impact our cash flow.
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There have been increasing efforts in the United States by Congress, the Executive Branch and state and federal agencies, including state boards of pharmacy, departments of health, the FDA, DEA, FTC and others to regulate the pharmaceutical supply chain in an attempt to prevent diversion and the introduction of counterfeit, adulterated and mislabeled pharmaceutical products into the pharmaceutical distribution system and to ensure the integrity of products in the supply chain. Consequently, we are subject to the risk of changes in various laws, which may require changes to our operational, record keeping or security practices. We may be required to incur increased costs in order to comply with any new regulations. In addition, we could be subject to monetary or operational penalties if we are alleged to not comply with new regulatory requirements.
Similar paragraph at 1 of 59 other Health care companies: CORAdditionally, many governmental bodies at the Federal and State level, including the U.S. Congress and Executive Branch have adopted, published or proposed updates intended to increase transparency in prescription pharmaceutical pricing, which may impact us in a number of ways. For example, there are a number of U.S. government policy initiatives that have been adopted or are being considered that have or may directly impact manufacturer prices for pharmaceutical products. The Inflation Reduction Act has and will continue to adversely impact our revenue by capping prices for certain drugs. The Executive Order titled "Delivering
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From time to time, we determine that products we distribute, source, manufacture or market do not meet our specifications, regulatory requirements, or published standards. While we investigate and seek to take corrective action when we or a regulatory agency identify a potential quality or regulatory issue, there is no assurance that the issue will be resolved to the satisfaction of the regulator. Such actions have led to product recalls, costs to repair or replace affected products, temporary interruptions in product sales, restrictions on importation, product liability claims and lawsuits, and can lead to action by regulators. Even absent an identified regulatory or quality issue or product recall, we can become subject to product liability claims and lawsuits.
From time to time, we become aware through employees, internal audits or other parties of possible compliance matters, such as complaints or concerns relating to accounting, internal accounting controls, financial reporting, auditing, or other ethical matters or relating to compliance with laws such as healthcare fraud and abuse, anti-corruption, or anti-bribery laws. When we become aware of such possible compliance matters, we investigate and take appropriate corrective action.
Similar paragraph at 1 of 59 other Health care companies: DHRIn addition, from time to time, we receive subpoenas or requests for information from various federal or state agencies relating to our business or to the business of a customer, supplier, or other industry participants. Internal investigations, subpoenas, or requests for information could directly or indirectly lead to the assertion of claims or the commencement of legal proceedings against us or result in corrective actions or sanctions.
We have been named from time to time in qui tam actions initiated by private third parties. In such actions, the private parties purport to act on behalf of federal or state governments, allege that false claims have been submitted for payment by the government and may receive an award if their claims are successful. After a private party has filed a qui tam action, the government must investigate the private party's claim and determine whether to intervene in and take control over the litigation. These actions may remain under seal while the government makes this determination. If the government declines to intervene, the private party may nonetheless continue to pursue the litigation on his or her own purporting to act on behalf of the government.
We accrue for contingencies related to disputes, litigation, and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review contingencies to determine whether our accruals
and related disclosures are adequate. The amount of ultimate loss may differ from these estimates.
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In February 2025, the United States imposed tariffs under the International Emergency Economic Powers Act (IEEPA) on certain goods, materials, and products imported into the United States from countries where we do business.
In February 2026, the U.S. Supreme Court ruled that the IEEPA tariffs were unlawful. In April 2026 and June 2026, the U.S. Government launched its program to administer refund requests under Phase 1 and Phase 2, respectively, and additional phases are expected to be communicated in the future. The majority of our refund requests fall under Phase 1 and Phase 2 and they have been submitted and accepted by the U.S. Government. The remainder of our refund requests will be submitted in later phases.
As of the end of fiscal 2026, we have paid approximately $200 million in IEEPA tariffs, primarily related to products that we source, manufacture, or distribute in our GMPD segment. After receiving refunds of IEEPA tariffs from the CBP, we expect to return to those customers the portion of those refunds that reflect the estimated increased prices related to IEEPA tariffs.
During the fourth quarter of fiscal 2026, we recorded a receivable of approximately $200 million in relation to the expected refund of IEEPA tariffs from the U.S. Government. This resulted in a net benefit to operating earnings of approximately $100 million, during the three months ended June 30, 2026, primarily due to the recording of a corresponding expense related to the payback to customers. The net operating earnings impact was immaterial for fiscal 2026, due to the timing of tariff related expense recognition and the IEEPA tariff refund. The ultimate resolution of this matter could impact our results of operations in future periods, including GMPD segment profit and consolidated operating earnings.
Following the Supreme Court IEEPA ruling, the U.S. government replaced IEEPA tariffs with tariffs imposed under Section 122 of the Trade Act of 1974. We continue to evaluate the impact of these and other tariffs, including tariffs imposed under Sections 301 and 232 of the Trade Act of 1974.
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Additionally, we are subject to risks associated with the acquisition of these businesses, including the risk that we may fail to achieve our integration plans, experience difficulties or delays establishing, integrating, or combining operations and systems. In fiscal 2026, due to certain reductions in our long-term financial plan assumptions, we recorded a pre-tax goodwill impairment charge of $184 million to our Navista & ION reporting unit.
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experience additional financial losses, including as a result of class action lawsuits.
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New in the latest 10-Q
31 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Apr 30, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports are available free of charge on our website (www.cardinalhealth.com), under the “Investor Relations - Financials - SEC Filings” caption, as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Information contained on or accessible via our website is not part of or otherwise incorporated by reference into this report, unless expressly noted otherwise. The SEC also maintains a website (www.sec.gov) where you can search for annual, quarterly and current reports, proxy and information statements, and other information regarding us and other public companies.
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Our Nuclear and Precision Health Solutions operating segment operates nuclear pharmacies and manufacturing facilities, which manufacture, prepare, and deliver radiopharmaceuticals for use in nuclear imaging, theranostics, and other procedures in hospitals and physician offices. This segment also contract manufactures radiopharmaceutical isotopes and treatments and holds the rights to manufacture and distribute Lymphoseek®, a radiopharmaceutical diagnostic imaging agent.
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Our at-Home Solutions operating segment has two main businesses: Edgepark, including Advanced Diabetes Supply Group ("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.
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Our OptiFreight® Logistics operating segment supports the shipping and logistics needs of healthcare providers by optimizing direct shipments through integrated technology solutions. This operating segment serves hospitals, pharmacies, labs, and surgery centers.
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An April 2026 proclamation issued by the President of the United States imposed tariffs on imports of branded pharmaceutical products and associated ingredients imported into the United States. If pharmaceutical manufacturers raise their prices or stop importing certain products, we could experience increased costs or supply disruptions which may impact our financial results.
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With respect to GLP-1 medications, we experienced increased demand during the three months ended September 30, 2026, which positively impacted our Pharma segment revenue and consolidated revenue; however, increased GLP-1 sales did not meaningfully contribute to segment profit. Demand growth for GLP-1 medications began to moderate in fiscal year 2026 and we expect future demand growth moderation to continue; however, demand for these medications is unpredictable.
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Additionally, while generic pharmaceutical products are not currently subject to U.S. tariffs, in July 2026, the President issued a statement indicating that generic pharmaceutical products will be subject to 100% tariffs beginning in 2028 and 200% tariffs beginning in 2029. There remains significant uncertainty about the ultimate implementation of this proposal; however, these potential tariffs may impact our costs or decrease available supply, which could impact Pharma segment profit and consolidated operating earnings.
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The conflict in Iran has resulted in higher than anticipated costs for fuel and transportation across the enterprise as well as products manufactured or distributed by our GMPD segment. We may not be successful at offsetting these increased prices through cost-savings measures or increasing prices to customers. If we are not able to offset these increased prices, profit may be negatively impacted to a greater extent than initially expected.
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On September 15, 2026, we also increased our commercial paper program to $4.0 billion. This program is backstopped by our revolving credit facility.
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Between October 29 and November 2, 2026, we entered into $1 billion of uncommitted revolving credit facilities.
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During the three months ended September 30, 2026, there were no indicators of goodwill impairment for the Navista reporting unit.
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• Impairment of equity interest in Outcomes was incurred in connection with the observed reduction in the estimated fair value of the Outcomes business in fiscal 2026 as a result of the majority shareholder decision to sell the Outcomes business, of which we held a 16 percent equity interest. We exclude this impairment from non-GAAP results as impairments of unconsolidated equity investments of this magnitude do not occur in the normal course of our ongoing business operations. This impairment is similar in nature to a gain or loss on the divestiture of a majority interest, which we also exclude from non-GAAP results, including the gain recognized on our initial divestiture of the Outcomes business in fiscal 2024. The exclusion of this impairment from non-GAAP financial measures facilitates comparison of our current financial results to our historical financial results. For the three months ended September 30, 2026, we recognized a gain in connection with the completion of the sale of the Outcomes business.
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Period Total Number Average Price Paid per Share Total Number of Shares Approximate
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Three Months Ended September 30, (in millions, except per common share amounts) 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Revenue $ 67,513 $ 64,009 Cost of products sold 64,917 61,690 Gross margin 2,596 2,319 Operating expenses: Distribution, selling, general, and administrative expenses 1,595 1,461 Restructuring and employee severance 23 20 Amortization and other acquisition-related costs 182 104 Acquisition-related cash and share-based compensation costs 94 64 Impairments and (gain)/loss on disposal of assets, net (4) 2 Litigation (recoveries)/charges, net (47) — Operating earnings 753 668 Other (income)/expense, net (6) (10) Interest expense, net 73 80 Impairment of equity interest in Outcomes (2) — Earnings before income taxes 688 598 Provision for income taxes 132 144 Net earnings 556 454 Less: Net earnings attributable to noncontrolling interests (2) (4) Net earnings attributable to Cardinal Health, Inc. $ 554 $ 450 Earnings per common share attributable to Cardinal Health, Inc.: Basic $ 2.39 $ 1.89 Diluted $ 2.38 $ 1.88 Weighted-average number of common shares outstanding: Basic 232 238 Diluted 233 239 Cash dividends declared per common share $ 0.5158 $ 0.5107
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Three Months Ended September 30, (in millions) 2026 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net earnings $ 556 $ 454 Other comprehensive income/(loss): Foreign currency translation adjustments and other 4 (4) Net unrealized gain/(loss) on derivative instruments, net of tax 2 — Total other comprehensive income/(loss), net of tax 6 (4) Total comprehensive income 562 450 Less: comprehensive income attributable to noncontrolling interests (2) (4) Total comprehensive income attributable to Cardinal Health, Inc. $ 560 $ 446
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our Annual Report on Form 10-K for the fiscal year ended June 30, 2026 (the "2026 Form 10-K").
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Recently Issued Financial Accounting Standards And Disclosure Rules Not Yet Adopted
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During the three months ended September 30, 2026, we did not identify any indicators of impairment within our reporting units.
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Goodwill increased in the three months ended September 30, 2026 due to recent acquisitions as well as purchase accounting adjustments in the Pharma segment and at-Home Solutions.
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On August 7, 2026, we entered into a consolidated $ 4.0 billion 5-year revolving credit facility, in conjunction with the terminations of the $ 2.0 billion revolving credit facility, the $ 1.0 billion 364-Day revolving credit facility, and the $ 1.0 billion committed receivables sales facility.
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On September 15, 2026, we also increased our commercial paper program to $ 4.0 billion. This program is backstopped by our revolving credit facility.
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Between October 29 and November 2, 2026, we entered into $ 1 billion of uncommitted revolving credit facilities.
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In June 2026, we received a Notice of Proposed Adjustment ("NOPA") from the Internal Revenue Service ("IRS") as part of our 2015-2020 audit cycle. The NOPA relates to our captive insurance company and the treatment of certain net operating loss carrybacks under the Coronavirus Aid, Relief, and Economic Security Act. The IRS is challenging the tax deductibility of self-insurance pre-tax losses and related carryback claims to fiscal 2015-2018, which could result in approximately $ 400 million in additional tax expense (plus interest) and approximately $ 1.4 billion in additional tax liability (plus interest). We routinely assess the likelihood of adverse audit outcomes to ensure adequate tax reserves, and we believe our reserves are sufficient for all tax matters. The ultimate resolution of this matter may impact our financial results and cash flow.
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During fiscal 2026, we received two NOPAs from the IRS in connection with their audit of our fiscal years 2015-2020. See Note 6 for additional information regarding these matters.
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We utilize derivative financial instruments to manage exposure to certain risks related to our ongoing operations. The primary risks
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and are included in deferred income taxes and other liabilities in our condensed consolidated balance sheets.
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Quarter Entered Date Concluded Aggregate Purchase Price Initial Shares Reference Price Final Shares Weighted Average Price per Common Share
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Total other comprehensive loss attributable to Cardinal Health, Inc., net of tax expense of $1 million (4) — (4)
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Three Months Ended September 30, (in millions, except per share amounts) 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net earnings $ 556 $ 454 Net earnings attributable to noncontrolling interest (2) (4) Net earnings attributable to Cardinal Health, Inc. $ 554 $ 450 Weighted-average common shares–basic 232 238 Effect of dilutive securities: Employee stock options, restricted share units, and performance share units 1 1 Weighted-average common shares–diluted 233 239 Basic earnings per common share attributable to Cardinal Health, Inc.: $ 2.39 $ 1.89 Diluted earnings per common share attributable to Cardinal Health, Inc.: $ 2.38 $ 1.88
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(in millions, except per share amounts) Specialty Alliance Share Units Fair Value
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Alliance Units, which is recognized in acquisition-related cash and share-based compensation costs.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Aug 11, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
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